UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT
OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-05547
Laudus Trust
-----------------------------------------------
(Exact name of registrant as specified in charter)
211 Main Street, San Francisco, California 94105
-------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Jonathan de St. Paer
Laudus Trust
211 Main Street, San Francisco, California 94105
-----------------------------------------------------------
(Name and address of agent for service)
Registrant’s telephone number, including area code: (415) 636-7000
Date of fiscal year end: March 31
Date of reporting period: March 31, 2020
Item 1: Report(s) to Shareholders.
Annual Report | March 31, 2020
Laudus® U.S. Large Cap Growth Fund
Adviser
Charles Schwab Investment Management, Inc.
Subadviser
BlackRock Investment Management, LLC
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 a fund
or 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/laudusfunds_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 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;
|
• If you invest through another financial intermediary (such as a bank or broker-dealer) by contacting them directly; or
|
• If owned directly through a fund by calling 1-800-447-3332.
|
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.
|
This page is intentionally left
blank.
Fund investment adviser: Charles Schwab Investment
Management, Inc. (CSIM)
Distributor: Charles Schwab & Co., Inc.
(Schwab)
The industry/sector classification of
the fund’s portfolio holdings uses the Global Industry Classification Standard (GICS) which was developed by and is the exclusive property of MSCI Inc. (MSCI) and Standard & Poor’s (S&P). GICS
is a service mark of MSCI and S&P and has been licensed for use by Schwab. The Industry classifications used in the schedules of Portfolio Holdings are sub-categories of Sector classifications.
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
The performance data quoted represents past
performance. Past performance does not guarantee future results. Investment returns and principal value of an investment will fluctuate so that an investor’s shares may be worth more or less than their original
cost. Current performance may be lower or higher than performance data quoted. To obtain performance information current to the most recent month end, please visit www.schwabfunds.com/laudusfunds_prospectus.
Total Return for the 12 Months Ended March 31, 2020
|
Laudus U.S. Large Cap Growth Fund (Ticker Symbol: LGILX)
|
-0.06%
|
Russell 1000® Growth Index
|
0.91%
|
Performance Details
|
pages 5-7
|
All fund and index figures on this
page assume dividends and distributions were reinvested. Index figures do not include trading and management costs, which would lower performance. Indices are unmanaged and cannot be invested in directly. Performance
results less than one year are not annualized.
For index definitions, please see the
Glossary.
Fund expenses may have been partially
absorbed by CSIM. Without these reductions, the fund’s return would have been lower. This return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of
fund shares.
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
Jonathan de St. Paer
President of Charles Schwab
Investment Management, Inc.
and the fund covered
in this report.
Dear Shareholder,
The 12-month reporting period ended
March 31, 2020, represented a period of uncertainty that many Americans haven’t seen in their lifetimes. Up until the last week of February 2020, U.S. stock market performance was strong, with the longest bull
market cycle in history continuing and major equity indices hitting new highs. Then the rapid spread of COVID-19 around the world in late February and throughout March prompted increasingly strict government social
distancing policies and travel restrictions that brought many economies to an abrupt halt and sent stock markets reeling. Against this unprecedented backdrop, a new record was set for the fastest U.S. market decline,
with the S&P 500® Index, a bellwether for the overall U.S. stock market, dropping 30% in just 22 trading days. While U.S. stocks later
recovered some ground upon news of the passage of a $2 trillion government stimulus package in the last week of March, the effects of the package were short-lived as extreme market volatility took hold in the last
days of the reporting period and the S&P 500® Index experienced its worst quarterly decline since the 2008 financial crisis. For the 12-month reporting period ended
March 31, 2020, the S&P 500® Index returned -7.0% and the Russell 1000® Growth Index, a measure of U.S. large-cap growth stocks, returned 0.9%. The Laudus U.S. Large Cap Growth Fund was flat
for the same period.
We don’t know yet what the
full impact of the COVID-19 pandemic will be or how long it will last. The sudden health crisis, sharp increase in unemployment, and the U.S. market decline have understandably rattled investors, leading many to seek
the perceived safety of asset classes such as cash. Market volatility and declines can be difficult to withstand, and can engender strong emotional reactions, such as selling out of fear or staying on the sidelines.
In the longer-term, this can often make investing outcomes worse. At times like these it’s important to remember that all market cycles, no matter how long—and whether up or down—ultimately come to
an end.
At Charles Schwab Investment
Management, we are committed to serving our clients through this extraordinarily challenging time. We believe that maintaining a long-term investing plan and a portfolio with exposure to a mix of asset classes that
perform differently over time is one of the best ways to weather the ups and downs that come with investing. While market volatility and uncertainty can be unsettling, we believe that having a diversified portfolio
and investing plan to rely on can make it easier for investors to achieve their long-term goals, even during difficult times like these.
Thank you for investing with
Charles Schwab Investment Management. For more information about the Laudus U.S. Large Cap Growth Fund, please continue reading this report. In addition, you can find further details about this fund by visiting our
website at www.schwabfunds.com. We are also happy to hear from you at 1-877-824-5615.
Sincerely,
“
At Charles Schwab Investment Management, we are committed to serving our clients through this extraordinarily challenging
time.”
Past performance cannot
guarantee future results.
Diversification and asset
allocation strategies do not ensure a profit and cannot protect against losses in a declining market.
Management views may have
changed since the report date.
Charles Schwab Investment
Management, Inc. and BlackRock Investment Management, LLC are unaffiliated entities.
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
The Investment Environment
Up until the final five and a half
weeks of the 12-month reporting period ended March 31, 2020, U.S. equity markets had generated positive returns, with several key market indices hitting record highs in mid-February. However, in the final five and a
half weeks, the COVID-19 pandemic wreaked havoc on the global economy, prompting dramatic social distancing restrictions, shuttering businesses, and resulting in a new record for the fastest U.S. market decline, with
the S&P 500® Index, a bellwether for the overall U.S. stock market, dropping 30% in just 22 trading days. By the end of March,
Congress had passed a massive emergency rescue package and the Federal Reserve (Fed) had committed to unprecedented measures in an effort to support the economy. Despite the extraordinary response, by the end of the
reporting period, markets fell steeply and the S&P 500® Index experienced its worst quarterly decline since the 2008 financial crisis. For the 12-month reporting period, the
S&P 500® Index returned -6.98%. Although both lost ground, U.S. small-cap stocks significantly underperformed U.S. large-cap
stocks over the reporting period, with the Russell 2000® Index and the Russell 1000®Index returning -23.99% and -8.03%, respectively. Among large-caps, growth stocks outperformed value stocks by a large
margin, with the Russell 1000® Growth Index and Russell 1000® Value Index returning 0.91% and -17.17%, respectively, for the reporting period.
Prior to the onset of the COVID-19
pandemic, the U.S. economy, despite escalating trade tensions with China over much of the reporting period, maintained steady growth in its record eleventh year of expansion, albeit at a slowing pace. In December, an
announced partial trade resolution between the U.S. and China helped ease market tensions. U.S. gross domestic product (GDP) grew at an annual rate of 2.1% in the third and fourth quarters of 2019, up from 2.0% in the
second quarter. Unemployment remained at record lows through most of the period. However, a record number of unemployment claims in March resulted in the largest monthly unemployment rate increase since January 1975.
Consumer confidence remained solid for most of the reporting period, but in March dropped to its lowest level since June 2017. Inflation crept up over most of the reporting period, hitting a high in January, before
retreating at the end of the period.
U.S. monetary policy became
dramatically more accommodative over the reporting period. After holding interest rates unchanged over the first half of 2019, the Fed enacted three interest rate cuts three times in the second half of 2019—in
July, September, and October, amid growing signs of global economic weakness that threatened to dampen U.S. economic growth, along with continued low inflation and weakness in manufacturing. As the economic
implications of the COVID-19 pandemic grew, the Fed cut interest rates twice in 2020—by 0.50% in early March and by 1.00% in mid-March, resulting in a federal funds rate range of 0.00% to 0.25%. In addition, the
Fed announced extensive emergency measures to support the economy in light of the COVID-19 pandemic, including massive purchases of U.S. Treasuries and other securities to support smooth market functioning, new
financing for employers, consumers, and businesses, facilitations of the flow of credit to municipalities, and the establishment of facilities to support credit to businesses and consumers.
Among sectors in the Russell
1000® Growth Index, all but two, the information technology and real estate sectors, posted negative returns for the
reporting period. Despite tumbling along with all other sectors in March the information technology sector showed strong fundamentals relative to other sectors and rallied following the initial trade deal reached
between the U.S. and China in January resulting in double-digit returns for the reporting period. The information technology sector was less impacted by social distancing and stay at home orders than other sectors as
demand increased for services like internet and streaming, making it a relatively stable sector in the market. The weakest sector was the industrials sector. Already sensitive to fluctuations in U.S.-China trade
relations, the sector suffered further on detrimental COVID-19-driven impacts to the supply chain and an anticipated falloff in businesses’ capital spending.
Index figures assume dividends and
distributions were reinvested. Index figures do not include trading and management costs, which would lower performance. Indices are unmanaged and cannot be invested in directly. Performance results less than one year
are not annualized. Past performance is not an indication of future results.
For index definitions, please see the
Glossary.
Nothing in this report represents a
recommendation of a security by the investment adviser.
Management views may have changed
since the report date.
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund as of March 31, 2020
The Laudus U.S. Large Cap
Growth Fund (the fund) seeks long-term capital appreciation. Under normal circumstances, the fund invests at least 80% of its net assets (including, for this purpose, any borrowings for investment
purposes) in equity securities of U.S. large-capitalization companies. For more information concerning the fund’s investment objective, strategies, and risks, please see the prospectus.
Market Highlights. Up until the final five and a half weeks of the 12-month reporting period ended March 31, 2020, U.S. equity markets had generated positive returns, with several key market indices hitting
record highs in mid-February. However, in the final five and a half weeks, the COVID-19 pandemic wreaked havoc on the global economy, prompting dramatic social distancing restrictions, shuttering businesses, and
resulting in a new record for the fastest U.S. market decline, with the S&P 500® Index, a bellwether for the overall U.S. stock market, dropping 30% in just 22 trading days. By the end of March,
Congress had passed a massive emergency rescue package and the U.S. Federal Reserve had committed to unprecedented measures in an effort to support the economy. Despite the extraordinary response, by the end of the
reporting period, markets had fell steeply and the S&P 500® Index experienced its worst quarterly decline since the 2008 financial crisis. U.S. large-cap stocks outperformed U.S.
small-cap stocks and among large-cap stocks, growth stocks outperformed value stocks. Among sectors in the Russell 1000® Growth Index, all but two, the information technology and real estate sectors, posted negative returns for the
reporting period.
Performance. The fund returned -0.06% for the 12-month reporting period ended March 31, 2020. For performance comparisons, the fund uses the Russell 1000® Growth Index (the index), which returned 0.91% for the same period.
Positioning and Strategies. Over the reporting period, overall stock selection and decisions to over- or underweight certain stocks or sections detracted from relative performance.
The largest detractor from relative
performance over the reporting period was the information technology sector, where stock selection drove underperformance largely as a result of an underweight to Apple, Inc. and Microsoft Corp. which both
outperformed during the reporting period. Additionally, an overweight to Xilinx, Inc. and PTC, Inc., which underperformed during the reporting period, also detracted from relative performance. A second key detractor
from relative performance was stock selection in the health care sector, driven by an overweight position in Align Technology, Inc. Lastly, stock selection in the communication services sector, specifically an
overweight position in IAC/InterActiveCorp. also drove underperformance relative to the index. IAC/InterActiveCorp. underperformed due to uncertainty around the company’s path forward following the anticipated
spinoff of Match.com. Other notable detractors from relative performance over the reporting period include Airbus SE and Tencent Holdings Ltd. Airbus SE and Tencent Holdings Ltd. were non-index stocks.
The largest contributor to relative
performance over the reporting period was the consumer discretionary sector. An overweight to Amazon.com Inc. and an allocation to Alibaba Group Holding were key contributors to relative performance over the reporting
period as social distancing policies amidst the COVID-19 pandemic drove increased traffic to online retail platforms. Alibaba Group Holding was a non-index stock. The second key contributor to relative performance was
stock selection in the real estate sector where an overweight position in SBA Communications Corp. contributed to relative performance as the company benefited from a push into wireless infrastructure businesses.
Lastly, stock selection in the financials sector contributed to relative performance, led by an overweight to S&P Global, Inc. and CME Group, Inc. which both outperformed during the reporting period. Other notable
contributors include an allocation to ASML Holding NV, as well as an overweight to CoStar Group, Inc. ASML Holding NV was a non-index stock. Additionally, an overweight to ServiceNow, Inc. contributed to relative
performance over the reporting period.
Due to a combination of portfolio
trading activity and market movement during the reporting period, active positioning within the health care and consumer discretionary sectors saw the largest changes. Within the health care sector, the fund shifted
from being overweight to the sector to being underweight to the sector, largely due to a decreased allocation to the life sciences tools & services and health care equipment & supplies industries. In contrast,
the fund shifted from a slight overweight to the consumer discretionary sector to a more substantial overweight over the reporting period. The positioning change was driven by an added allocation to the specialty
retail industry, as well as an increased allocation to the textiles, apparel & luxury goods industry.
Fund Characteristics
|
|
Number of Securities1
|
51
|
Weighted Average Market Cap (millions)
|
$328,026
|
Price/Earnings Ratio (P/E)
|
32.14
|
Price/Book Ratio (P/B)
|
7.43
|
Portfolio Turnover
(One year trailing)
|
40%
|
Fund Overview
|
|
|
Fund
|
Inception Date
|
10/14/1997*
|
Ticker Symbol
|
LGILX
|
Cusip
|
51855Q549
|
NAV
|
$19.61
|
Management views and
portfolio holdings may have changed since the report date.
*
|
Inception date is that of the fund’s predecessor fund, the Y Class of the UBS U.S. Large Cap Growth Fund.
|
1
|
Short-term investments are not included.
|
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
Performance and Fund Facts as of March 31, 2020
Past performance does not guarantee
future results. The performance data quoted represents past performance, and current returns may be lower or higher. The performance information does not reflect the deduction of taxes that a shareholder would pay on
fund distributions or the redemption of fund shares. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the
original cost. To obtain performance information current to the most recent month end, visit www.schwabfunds.com/laudusfunds_prospectus.
Performance of Hypothetical
Investment (March 31, 2010 – March 31, 2020)1
Average Annual Total Returns
Fund and Inception Date
|
1 Year
|
5 Years
|
10 Years
|
Laudus U.S. Large Cap Growth Fund (10/14/97)1
|
-0.06%
|
10.54%
|
13.12%
|
Russell 1000® Growth Index
|
0.91%
|
10.36%
|
12.97%
|
Fund Expense Ratio2: 0.75%
|
Total returns include change in
share price and reinvestment of distributions. Total returns may reflect the waiver of a portion of the fund’s advisory fees for certain periods since the inception date. In such instances, and without the
waiver of fees, total returns would have been lower. Performance results less than one year are not annualized.
For index definitions, please see the
Glossary.
1
|
Inception date is that of the fund’s predecessor fund, the Y Class of the UBS U.S. Large Cap Growth Fund.
|
2
|
As
stated in the prospectus. Please see the prospectus for more information. For actual expense rates during the period, refer to the Financial Highlights section of the Financial Statements.
|
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
Performance and Fund Facts as of March 31, 2020 (continued)
Sector Weightings % of Equities
Top Equity Holdings % of Net
Assets1
Portfolio holdings may
have changed since the report date.
1
|
This list is not a recommendation of any security by the investment adviser or subadviser.
|
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
Fund Expenses (Unaudited)
Examples for a $1,000 Investment
As a fund shareholder, you may incur two types
of costs: (1) transaction costs; and (2) ongoing costs, including management fees, transfer agent and shareholder services fees, and other fund expenses.
The expense examples below are
intended to help you understand your ongoing cost (in dollars) of investing in the fund and to compare this cost with the ongoing cost of investing in other mutual funds. These examples are based on an investment
of $1,000 invested for the period beginning October 1, 2019 and held through March 31, 2020.
Actual Return lines in the table below provide information about actual account values and actual expenses. You may use this information, together with the amount you invested, to estimate the expenses
that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value ÷ $1,000 = 8.6), then multiply the result by the number given for your fund under the
heading entitled “Expenses Paid During Period.”
Hypothetical Return lines in the table below provide information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed return of 5% per
year before expenses. Because the return used is not an actual return, it may not be used to estimate the actual ending account value or expenses you paid for the period.
You may use this information to
compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses
shown in the table are meant to highlight your ongoing costs only, and do not reflect any transactional costs. Therefore, the hypothetical return lines of the table are useful in comparing ongoing costs only, and will
not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
|
Expense Ratio
(Annualized)1
|
Beginning
Account Value
at 10/1/19
|
Ending
Account Value
(Net of Expenses)
at 3/31/20
|
Expenses Paid
During Period
10/1/19-3/31/202
|
Laudus U.S. Large Cap Growth Fund
|
|
|
|
|
Actual Return
|
0.74%
|
$1,000.00
|
$967.20
|
$3.64
|
Hypothetical 5% Return
|
0.74%
|
$1,000.00
|
$1,021.30
|
$3.74
|
1
|
Based on the most recent six-month expense ratio.
|
2
|
Expenses for the fund are equal to its annualized expense ratio, multiplied by the average account value over the period, multiplied by the 183 days of the period, and divided by the 366 days of the fiscal year.
|
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
Financial Statements
Financial Highlights
|
4/1/19–
3/31/20
|
4/1/18–
3/31/19
|
4/1/17–
3/31/18
|
4/1/16–
3/31/17
|
4/1/15–
3/31/16
|
|
Per-Share Data
|
Net asset value at beginning of period
|
$21.31
|
$20.47
|
$18.12
|
$15.76
|
$17.22
|
|
Income (loss) from investment operations:
|
|
|
|
|
|
|
Net investment income (loss)1
|
(0.04)
|
0.02
|
0.002
|
0.002
|
(0.01)
|
|
Net realized and unrealized gains (losses)
|
0.23
|
2.35
|
4.99
|
2.63
|
(0.37)
|
|
Total from investment operations
|
0.19
|
2.37
|
4.99
|
2.63
|
(0.38)
|
|
Less distributions:
|
|
|
|
|
|
|
Distributions from net investment income
|
(0.02)
|
—
|
—
|
—
|
—
|
|
Distributions from net realized gains
|
(1.87)
|
(1.53)
|
(2.64)
|
(0.27)
|
(1.08)
|
|
Total distributions
|
(1.89)
|
(1.53)
|
(2.64)
|
(0.27)
|
(1.08)
|
|
Net asset value at end of period
|
$19.61
|
$21.31
|
$20.47
|
$18.12
|
$15.76
|
|
Total return
|
(0.06%)
|
12.78%
|
28.52%
|
16.85%
|
(2.50%)
|
|
Ratios/Supplemental Data
|
Ratios to average net assets:
|
|
|
|
|
|
|
Net operating expenses
|
0.74%
|
0.75%
|
0.75%3
|
0.76%
|
0.75%
|
|
Gross operating expenses
|
0.74%
|
0.75%
|
0.75%3
|
0.76%
|
0.75%
|
|
Net investment income (loss)
|
(0.18%)
|
0.07%
|
0.01%3
|
0.03%
|
(0.04%)
|
|
Portfolio turnover rate
|
40%
|
53%
|
49%
|
73%
|
82%
|
|
Net assets, end of period (x 1,000)
|
$1,980,826
|
$2,250,995
|
$1,953,049
|
$1,667,059
|
$1,969,169
|
|
|
1
Calculated based on the average
shares outstanding during the period.
2
Per-share amount was less than
$0.005.
3
The ratio of net operating
expenses and gross operating expenses would have been 0.76% and 0.76%, respectively, and the ratio of net investment income would have been less than 0.005%, excluding a custody out-of-pocket fee reimbursement from
the custodian.
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
Portfolio Holdings as of March 31, 2020
This section shows all the
securities in the fund’s portfolio and their values as of the report date.
The fund files its complete schedule
of portfolio holdings with the U.S. Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-PORT Part F. The fund’s Form N-PORT Part F is available on the
SEC’s website at www.sec.gov. The fund also makes available its complete schedule of portfolio holdings 30 days after the end of the calendar quarter on the fund’s website at www.schwabfunds.com/laudusfunds_prospectus.
Security
|
Number
of Shares
|
Value ($)
|
Common Stock 97.8% of net assets
|
|
Automobiles & Components 0.5%
|
Ferrari N.V.
|
62,359
|
9,514,113
|
|
Capital Goods 3.3%
|
Honeywell International, Inc.
|
83,229
|
11,135,208
|
Raytheon Co.
|
143,669
|
18,842,189
|
Roper Technologies, Inc.
|
73,646
|
22,963,559
|
TransDigm Group, Inc.
|
41,166
|
13,180,942
|
|
|
66,121,898
|
|
Commercial & Professional Services 4.3%
|
CoStar Group, Inc. *
|
78,869
|
46,312,666
|
TransUnion
|
365,227
|
24,170,723
|
Waste Management, Inc.
|
162,715
|
15,060,900
|
|
|
85,544,289
|
|
Consumer Durables & Apparel 2.6%
|
LVMH Moet Hennessy Louis Vuitton SE ADR
|
123,515
|
9,190,751
|
NIKE, Inc., Class B
|
506,320
|
41,892,917
|
|
|
51,083,668
|
|
Consumer Services 0.7%
|
Domino’s Pizza, Inc.
|
42,382
|
13,734,735
|
|
Diversified Financials 4.5%
|
CME Group, Inc.
|
204,695
|
35,393,813
|
S&P Global, Inc.
|
220,868
|
54,123,703
|
|
|
89,517,516
|
|
Food, Beverage & Tobacco 0.9%
|
Constellation Brands, Inc., Class A
|
116,344
|
16,679,076
|
|
Health Care Equipment & Services 9.1%
|
Align Technology, Inc. *
|
137,357
|
23,893,250
|
Boston Scientific Corp. *
|
817,700
|
26,681,551
|
Humana, Inc.
|
74,146
|
23,283,327
|
Intuitive Surgical, Inc. *
|
90,884
|
45,006,666
|
UnitedHealth Group, Inc.
|
181,390
|
45,235,038
|
Varian Medical Systems, Inc. *
|
153,613
|
15,769,910
|
|
|
179,869,742
|
|
Materials 2.7%
|
Ball Corp.
|
375,323
|
24,268,385
|
The Sherwin-Williams Co.
|
65,290
|
30,002,061
|
|
|
54,270,446
|
|
Security
|
Number
of Shares
|
Value ($)
|
Media & Entertainment 10.9%
|
Alphabet, Inc., Class A *
|
55,483
|
64,468,472
|
Facebook, Inc., Class A *
|
300,645
|
50,147,586
|
IAC/InterActiveCorp *
|
157,203
|
28,175,493
|
Netflix, Inc. *
|
194,460
|
73,019,730
|
|
|
215,811,281
|
|
Pharmaceuticals, Biotechnology & Life Sciences 4.8%
|
AstraZeneca plc ADR
|
318,120
|
14,207,239
|
Biogen, Inc. *
|
36,349
|
11,500,097
|
Vertex Pharmaceuticals, Inc. *
|
141,227
|
33,604,965
|
Zoetis, Inc.
|
304,231
|
35,804,946
|
|
|
95,117,247
|
|
Real Estate 2.9%
|
Prologis, Inc.
|
168,300
|
13,526,271
|
SBA Communications Corp.
|
162,211
|
43,792,104
|
|
|
57,318,375
|
|
Retailing 14.6%
|
Alibaba Group Holding Ltd. ADR *
|
246,829
|
48,003,304
|
Amazon.com, Inc. *
|
94,171
|
183,607,082
|
Lowe’s Cos., Inc.
|
339,931
|
29,251,063
|
MercadoLibre, Inc. *
|
57,945
|
28,310,768
|
|
|
289,172,217
|
|
Semiconductors & Semiconductor Equipment 3.9%
|
Analog Devices, Inc.
|
333,037
|
29,856,767
|
ASML Holding N.V.
|
179,079
|
46,854,229
|
|
|
76,710,996
|
|
Software & Services 28.9%
|
Adobe, Inc. *
|
179,289
|
57,056,931
|
GoDaddy, Inc., Class A *
|
245,260
|
14,006,799
|
Intuit, Inc.
|
188,648
|
43,389,040
|
Mastercard, Inc., Class A
|
346,133
|
83,611,887
|
Microsoft Corp.
|
875,621
|
138,094,188
|
PayPal Holdings, Inc. *
|
230,934
|
22,109,621
|
salesforce.com, Inc. *
|
332,022
|
47,804,528
|
ServiceNow, Inc. *
|
187,646
|
53,775,591
|
Shopify, Inc., Class A *
|
29,440
|
12,274,419
|
Visa, Inc., Class A
|
627,676
|
101,131,157
|
|
|
573,254,161
|
|
Technology Hardware & Equipment 3.2%
|
Apple, Inc.
|
163,584
|
41,597,775
|
Keysight Technologies, Inc. *
|
267,513
|
22,385,488
|
|
|
63,983,263
|
Total Common Stock
|
(Cost $1,365,542,953)
|
|
1,937,703,023
|
|
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
Portfolio Holdings as of March 31, 2020 (continued)
Security
|
Number
of Shares
|
Value ($)
|
Other Investment Company 1.6% of net assets
|
|
Money Market Fund 1.6%
|
State Street Institutional U.S. Government Money Market Fund, Premier Class 0.32% (a)
|
30,265,885
|
30,265,885
|
Total Other Investment Company
|
(Cost $30,265,885)
|
|
30,265,885
|
*
|
Non-income producing security.
|
(a)
|
The
rate shown is the 7-day yield.
|
|
|
ADR —
|
American Depositary Receipt
|
The following is a summary of the
inputs used to value the fund’s investments as of March 31, 2020 (see financial note 2(a) for additional information):
Description
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
Other Significant
Observable Inputs
(Level 2)
|
Significant
Unobservable Inputs
(Level 3)
|
Total
|
|
Assets
|
|
|
|
|
|
Common Stock1
|
$1,937,703,023
|
$—
|
$—
|
$1,937,703,023
|
|
Other Investment Company1
|
30,265,885
|
—
|
—
|
30,265,885
|
|
Total
|
$1,967,968,908
|
$—
|
$—
|
$1,967,968,908
|
|
1
|
As
categorized in Portfolio Holdings.
|
Fund investments in underlying
mutual funds are classified as Level 1, without consideration to the classification level of the investments held by the underlying mutual funds, which could be Level 1, Level 2 or Level 3.
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
Statement of Assets and Liabilities
As of March 31, 2020
Assets
|
Investments in unaffiliated issuers, at value (cost $1,395,808,838)
|
|
$1,967,968,908
|
Receivables:
|
|
|
Investments sold
|
|
18,912,607
|
Fund shares sold
|
|
8,055,984
|
Foreign tax reclaims
|
|
209,085
|
Dividends
|
|
163,998
|
Prepaid expenses
|
+
|
29,470
|
Total assets
|
|
1,995,340,052
|
Liabilities
|
Payables:
|
|
|
Investments bought
|
|
9,992,771
|
Sub-accounting and sub-transfer agent fees
|
|
138,568
|
Fund shares redeemed
|
|
3,116,815
|
Investment adviser fees
|
|
1,047,747
|
Accrued expenses
|
+
|
218,018
|
Total liabilities
|
|
14,513,919
|
Net Assets
|
Total assets
|
|
1,995,340,052
|
Total liabilities
|
–
|
14,513,919
|
Net assets
|
|
$1,980,826,133
|
Net Assets by Source
|
|
|
Capital received from investors
|
|
1,328,247,044
|
Total distributable earnings
|
|
652,579,089
|
Net Asset Value (NAV)
|
Net Assets
|
÷
|
Shares
Outstanding
|
=
|
NAV
|
$1,980,826,133
|
|
101,000,271
|
|
$19.61
|
|
|
|
|
|
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
Statement of Operations
For the period April 1, 2019 through
March 31, 2020
Investment Income
|
Dividends (net of foreign withholding tax of $112,354)
|
|
$12,988,201
|
Expenses
|
Investment adviser fees
|
|
14,298,431
|
Sub-accounting and sub-transfer agent fees
|
|
2,003,223
|
Transfer agent fees
|
|
271,174
|
Accounting and administration fees
|
|
119,380
|
Shareholder reports
|
|
116,603
|
Independent trustees’ fees
|
|
88,446
|
Registration fees
|
|
76,894
|
Professional fees
|
|
76,055
|
Custodian fees
|
|
28,365
|
Other expenses
|
+
|
31,918
|
Total expenses
|
–
|
17,110,489
|
Net investment loss
|
|
(4,122,288)
|
Realized and Unrealized Gains (Losses)
|
Net realized gains on investments
|
|
151,141,629
|
Net change in unrealized appreciation (depreciation) on investments
|
+
|
(136,156,573)
|
Net realized and unrealized gains
|
|
14,985,056
|
Increase in net assets resulting from operations
|
|
$10,862,768
|
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
Statement of Changes in Net Assets
For the current and prior report
periods
Operations
|
|
|
4/1/19-3/31/20
|
4/1/18-3/31/19
|
Net investment income (loss)
|
|
($4,122,288)
|
$1,563,784
|
Net realized gains
|
|
151,141,629
|
180,426,496
|
Net change in unrealized appreciation (depreciation)
|
+
|
(136,156,573)
|
59,760,870
|
Increase in net assets from operations
|
|
10,862,768
|
241,751,150
|
Distributions to Shareholders
|
|
Total distributions
|
|
($181,686,564)
|
($153,592,514)
|
Transactions in Fund Shares
|
|
|
|
|
|
4/1/19-3/31/20
|
4/1/18-3/31/19
|
|
|
SHARES
|
VALUE
|
SHARES
|
VALUE
|
Shares sold
|
|
19,200,070
|
$423,306,088
|
29,323,265
|
$622,927,288
|
Shares reinvested
|
|
6,926,774
|
151,488,563
|
7,071,796
|
130,191,763
|
Shares redeemed
|
+
|
(30,736,201)
|
(674,139,965)
|
(26,208,925)
|
(543,331,811)
|
Net transactions in fund shares
|
|
(4,609,357)
|
($99,345,314)
|
10,186,136
|
$209,787,240
|
Shares Outstanding and Net Assets
|
|
|
|
|
|
4/1/19-3/31/20
|
4/1/18-3/31/19
|
|
|
SHARES
|
NET ASSETS
|
SHARES
|
NET ASSETS
|
Beginning of period
|
|
105,609,628
|
$2,250,995,243
|
95,423,492
|
$1,953,049,367
|
Total increase or decrease
|
+
|
(4,609,357)
|
(270,169,110)
|
10,186,136
|
297,945,876
|
End of period
|
|
101,000,271
|
$1,980,826,133
|
105,609,628
|
$2,250,995,243
|
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
1. Business Structure of the Fund:
Laudus U.S. Large Cap Growth Fund is
the only series of Laudus Trust (the trust), a no-load, open-end management investment company organized April 1, 1988. The trust is organized as a Massachusetts business trust and is registered under the Investment
Company Act of 1940, as amended (the 1940 Act).
The Laudus U.S. Large Cap Growth
Fund offers one share class. Shares are bought and sold at closing net asset value per share (NAV), which is the price for all outstanding shares of the fund.
The fund maintains its own account
for purposes of holding assets and accounting, and is considered a separate entity for tax purposes. Within its account, the fund may also keep certain assets in segregated accounts, as required by securities law.
2. Significant Accounting Policies:
The following is a summary of the
significant accounting policies the fund uses in its preparation of financial statements. The fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB)
Accounting Standard Codification Topic 946 Financial Services — Investment Companies. The accounting policies are in conformity with accounting principles generally accepted in the United States of America
(GAAP).
The fund may invest in certain other
investment companies (underlying funds). For more information about the underlying funds’ operations and policies, please refer to those funds’ semiannual and annual reports, which are filed with the U.S.
Securities and Exchange Commission (SEC) and are available on the SEC’s website at www.sec.gov.
(a) Security Valuation:
Under procedures approved by the
fund’s Board of Trustees (the Board), the investment adviser has formed a Pricing Committee to administer the pricing and valuation of portfolio securities and other assets and to ensure that prices used for
internal purposes or provided by third parties reasonably reflect fair market value. Among other things, these procedures allow the fund to utilize independent pricing services, quotations from securities and
financial instrument dealers and other market sources to determine fair value.
The fund values the securities in
its portfolio every business day. The fund uses the following policies to value various types of securities:
• Securities traded on an exchange or over-the-counter: Traded securities are valued at the closing value for the day, or, on days when no closing value has been reported, at the mean of
the most recent bid and ask quotes. Securities that are primarily traded on foreign exchanges are valued at the official closing price or the last sales price on the exchange where the securities are principally
traded with these values then translated into U.S. dollars at the current exchange rate, unless these securities are fair valued as discussed below.
• Securities for which no quoted value is available: The Board has adopted procedures to fair value the fund’s securities when market prices are not “readily available”
or are unreliable. For example, the fund may fair value a security when it 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;
or when a security’s primary trading market is closed during regular market hours. The fund makes fair value determinations in good faith in accordance with the fund’s valuation procedures. The Pricing
Committee considers a number of factors, including unobservable market inputs when arriving at fair value. The Pricing Committee may employ techniques such as the review of related or comparable assets or liabilities,
related market activities, recent transactions, market multiples, book values, transactional back-testing, disposition analysis and other relevant information. The Pricing Committee regularly reviews these inputs and
assumptions to calibrate the valuations. Due to the subjective and variable nature of fair value pricing, there can be no assurance that the fund could obtain the fair value assigned to the security upon the sale of
such security. The Board convenes on a regular basis to review fair value determinations made by the fund pursuant to the valuation procedures.
• Foreign equity security fair valuation: The Board has adopted procedures to fair value foreign equity securities that are traded in markets that close prior to the fund valuing its
holdings. By fair valuing securities whose prices may have been affected by events occurring after the close of trading, the fund seeks to establish prices that investors might expect to realize upon the current sales
of these securities. This methodology is designed to deter “arbitrage” market timers, who seek to exploit delays between the change in the value of the fund’s portfolio holdings and the NAV of the
fund’s shares, and seeks to help ensure that the prices at which the fund’s shares are purchased and redeemed are fair and do not result in dilution of shareholder interest or other harm to shareholders.
When fair value pricing is used at the open or close of a reporting period, it may cause a temporary divergence between the return of the fund and that of its comparative index or benchmark. The Board regularly
reviews fair value determinations made by the fund pursuant to these procedures.
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
Financial Notes (continued)
2. Significant Accounting
Policies (continued):
•
Underlying funds: Mutual funds are valued at their respective NAVs.
In accordance with the
authoritative guidance on fair value measurements and disclosures under GAAP, the fund discloses the fair value of its investments in a hierarchy that prioritizes the significant inputs to valuation techniques used to
measure the fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority
to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). If inputs used to measure the financial instruments fall within different levels of the hierarchy, the
categorization is based on the lowest level input that is significant to the valuation. If the fund determines that either the volume and/or level of activity for an asset or liability has significantly decreased
(from normal conditions for that asset or liability) or price quotations or observable inputs are not associated with orderly transactions, increased analysis and management judgment will be required to estimate fair
value.
The three levels of the fair
value hierarchy are as follows:
• Level 1—quoted prices in active markets for identical securities—Investments whose values are based on quoted market prices in active markets, and whose values are therefore classified as Level 1 prices, include active listed equities. Investments in
mutual funds are valued daily at their NAVs, which are classified as Level 1 prices, without consideration to the classification level of the specific investments held by an underlying fund.
• Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)—Investments that trade in markets that are not considered to be active, but whose values are based on quoted market prices, dealer quotations or valuations provided by alternative
pricing sources supported by observable inputs are classified as Level 2 prices. These generally include U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds,
certain mortgage products, less liquid listed equities, and state, municipal and provincial obligations. In addition, international securities whose markets close hours before the fund values its holdings may require
fair valuations due to significant movement in the U.S. markets occurring after the daily close of the foreign markets. The Board has approved a vendor that calculates fair valuations of international equity
securities based on a number of factors that appear to correlate to the movements in the U.S. markets.
• Level 3—significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments)—Investments whose values are classified as Level 3 prices have significant unobservable inputs, as they may trade infrequently or not at all. When observable prices are not available
for these securities, the fund uses one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the fund in estimating the value of Level 3 prices may include the original
transaction price, quoted prices for similar securities or assets in active markets, completed or pending third-party transactions in the underlying investment or comparable issuers, and changes in financial ratios or
cash flows. Level 3 prices may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the fund in the absence of market information. Assumptions used by the
fund due to the lack of observable inputs may significantly impact the resulting fair value and therefore the fund’s results of operations.
The inputs or methodology used
for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The levels associated with
valuing the fund’s investments as of March 31, 2020 are disclosed in the Portfolio Holdings.
(b) Security Transactions:
Security transactions are
recorded as of the date the order to buy or sell the security is executed. Realized gains and losses from security transactions are based on the identified costs of the securities involved.
Assets and liabilities
denominated in foreign currencies are reported in U.S. dollars. For assets and liabilities held on a given date, the dollar value is based on market exchange rates in effect on that date. Transactions involving
foreign currencies, including purchases, sales, income receipts and expense payments, are calculated using exchange rates in effect on the transaction date. Realized foreign exchange gains or losses arise from sales
of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the differences between the recorded amounts of dividends, interest, and foreign
withholding taxes and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange appreciation or depreciation arises from changes in foreign exchange rates on foreign
denominated assets and liabilities other than investments in securities held at the end of the reporting period. These realized and unrealized foreign exchange gains or losses are
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
Financial Notes (continued)
2. Significant Accounting
Policies (continued):
reported in foreign currency
transactions or translations on the Statement of Operations. The fund does not isolate the portion of the fluctuations on investments resulting from changes in foreign currency exchange rates from the fluctuations in
market prices of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.
Gains realized by the fund on
the sale of securities in certain foreign countries may be subject to non-U.S. taxes. In those instances, the fund records a liability based on unrealized appreciation to provide for potential non-U.S. taxes payable
upon the sale of these securities.
(c) Investment Income:
Interest income is recorded as
it accrues. Dividends and distributions from portfolio securities and underlying funds are recorded on the date they are effective (the ex-dividend date), although the fund records certain foreign security dividends
on the day it learns of the ex-dividend date. Any distributions from underlying funds are recorded in accordance with the character of the distributions as designated by the underlying funds.
Income received from foreign
sources may result in withholding tax. Withholding taxes are accrued at the same time as the related income if the tax rate is fixed and known, unless a tax withheld is reclaimable from the local tax authorities in
which case it is recorded as receivable. If the tax rate is not known or estimable, such expense or reclaim receivable is recorded when the net proceeds are received.
(d) Expenses:
Expenses that are specific to
the fund are charged directly to the fund. Expenses that are common to more than one fund of the trust generally are allocated among those funds in proportion to their average daily net assets.
(e) Distributions to
Shareholders:
The fund makes distributions
from net investment income and net realized capital gains, if any, once a year.
(f) Accounting Estimates:
The accounting policies
described in this report conform to GAAP. Notwithstanding this, shareholders should understand that in order to follow these principles, fund management has to make estimates and assumptions that affect the
information reported in the financial statements. It’s possible that once the results are known, they may turn out to be different from these estimates and these differences may be material.
(g) Federal Income Taxes:
The fund intends to meet federal
income and excise tax requirements for regulated investment companies under subchapter M of the Internal Revenue Code, as amended. Accordingly, the fund distributes substantially all of its net investment income and
net realized capital gains, if any, to its respective shareholders each year. As long as the fund meets the tax requirements, it is not required to pay federal income tax.
(h) Foreign Taxes:
The fund may be subject to
foreign taxes (a portion of which may be reclaimable) on income, corporate events, foreign currency exchanges and capital gains on investments. All foreign taxes are recorded in accordance with the applicable foreign
tax regulations and rates that exist in foreign markets in which the fund invests. These foreign taxes, if any, are paid by the fund and are disclosed in the Statement of Operations. Foreign taxes payable as of March
31, 2020, if any, are reflected in the fund’s Statement of Assets and Liabilities.
(i) Indemnification:
Under the fund’s
organizational documents, the officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the fund. In addition, in the normal course of business the fund enters
into contracts with its vendors and others that provide general indemnifications. The fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the
fund. However, based on experience, the fund expects the risk of loss attributable to these arrangements to be remote.
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
Financial Notes (continued)
2. Significant Accounting
Policies (continued):
(j) Recent Accounting
Standards:
In August 2018, the Financial
Accounting Standards Board issued Accounting Standards Update “Fair Value Measurement (Topic 820)” (ASU 2018-13) which modifies the disclosure requirements for fair value measurement by removing,
modifying, or adding certain disclosures. The amendments are effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods. The fund is permitted to early adopt any
removed or modified disclosures upon issuance of this update and delay adoption of the additional disclosures until their effective date. The fund has early adopted certain removed or modified disclosures, including
the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timing of transfers between levels upon issuance of ASU 2018-13, and has delayed adoption of the
additional disclosures until their effective date. At this time, management is currently evaluating the impact that the adoption of the additional disclosures will have on the fund’s financial statements.
3. Risk Factors:
Investing in the fund may involve
certain risks, as described in the fund’s prospectus, including, but not limited to, those described below. Any of these risks could cause an investor to lose money.
• 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. In addition, the occurrence of global events, such as war, terrorism, environmental disasters, natural disasters and epidemics, may also
negatively affect the financial markets. 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.
• Management Risk. As with all actively managed funds, the fund is subject to the risk that its subadviser will select investments or allocate assets in a manner that could cause the
fund to underperform or otherwise not meet its investment objective. The fund’s subadviser applies its own investment techniques and risk analyses in making investment decisions for the fund, but there can be no
guarantee that they will produce the desired results.
• 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.
• 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 or,
in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged, resulting in the dollar value of the fund’s investment being adversely affected. Foreign securities
also include American Depositary receipts (ADRs), Global Depositary receipts (GDRs) and European Depositary receipts (EDRs) which may be less
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
Financial Notes (continued)
3. Risk Factors (continued):
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. These risks may be heightened in connection with investments in emerging
markets or securities of issuers that conduct their business in emerging markets.
• 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.
• 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 increase or decrease in the value of the fund’s portfolio securities, which means even a small amount of leverage 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.
Please refer to the fund’s
prospectus for a more complete description of the principal risks of investing in the fund.
4. Affiliates and Affiliated Transactions:
Investment Adviser
Charles Schwab Investment
Management, Inc. (CSIM or the investment adviser), a wholly owned subsidiary of The Charles Schwab Corporation, serves as the fund’s investment adviser pursuant to an Investment Advisory Agreement (Advisory
Agreement) between CSIM and the trust. BlackRock Investment Management, LLC (BlackRock), the fund’s subadviser, provides day-to-day portfolio management services to the fund, subject to the supervision of
CSIM.
For its advisory services to the
fund, CSIM is entitled to receive an annual fee, payable monthly, based on a percentage of the fund’s average daily net assets described as follows:
Average daily net assets
|
|
First $500 million
|
0.700%
|
$500 million to $1 billion
|
0.650%
|
$1 billion to $1.5 billion
|
0.600%
|
$1.5 billion to $2 billion
|
0.575%
|
Over $2 billion
|
0.550%
|
For the period ended March 31, 2020,
the aggregate net advisory fee paid to CSIM was 0.62% for the fund, as a percentage of the fund’s average daily net assets.
CSIM (not the fund) pays a portion
of the advisory fees it receives to BlackRock in return for its services.
Shareholders Services
The trustees have authorized the
fund to reimburse, out of the assets of the fund, financial intermediaries, including Charles Schwab & Co., Inc. (a broker-dealer affiliate of CSIM, Schwab) (together, “service providers”) that provide
sub-accounting and sub-transfer agency services in connection with the fund’s shares in an amount of up to 0.10% of the average daily net assets of the fund on an annual basis. The sub-accounting and
sub-transfer agency fee paid to a particular service provider is made pursuant to its written agreement with Schwab, as distributor of the fund (or, in the case of payments made to Schwab acting as a service provider,
pursuant to Schwab’s written agreement with the funds), and the fund will pay no more than 0.10% of the average annual daily net asset value of the fund shares owned by shareholders holding shares through such
service provider. Payments are made as described above without regard to whether the fee is more or less than the service provider’s actual cost of providing the services, and if more, such excess may be
retained as profit by the service provider.
Expense Limitation
CSIM has contractually agreed, until
at least July 30, 2021, to limit the total annual fund operating expenses charged, excluding interest, taxes and certain non-routine expenses of the fund to 0.77%.
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
Financial Notes (continued)
4. Affiliates and Affiliated
Transactions (continued):
Investments from Affiliates
Certain funds in the Fund
Complex (for definition refer to Trustees and Officers section) may own shares of other funds in the Fund Complex. The table below reflects the percentage of shares of the fund that are owned by other funds in the
Fund Complex as of March 31, 2020:
Schwab Target 2025 Fund
|
0.3%
|
Schwab Target 2030 Fund
|
1.0%
|
Schwab Target 2035 Fund
|
0.7%
|
Schwab Target 2040 Fund
|
2.0%
|
Schwab Target 2045 Fund
|
0.5%
|
Schwab Target 2050 Fund
|
0.5%
|
Schwab Target 2055 Fund
|
0.3%
|
Schwab Target 2060 Fund
|
0.1%
|
Schwab Balanced Fund
|
3.6%
|
5. Board of Trustees:
The trust’s Board oversees the
general conduct of the trust and the fund.
The Board may include people who are
officers and/or directors of CSIM or its affiliates. Federal securities law limits the percentage of such “interested persons” who may serve on a trust’s board, and the trust was in compliance with
these limitations throughout the report period. The trust did not pay any of these interested persons for their services as trustees, but it did pay non-interested persons (independent trustees), as noted in the
fund’s Statement of Operations. For information regarding the trustees, please refer to Trustees and Officers table at the end of this report.
6. Borrowing from Banks:
During the period, the fund was a
participant with other funds in the Fund Complex in a joint, syndicated, committed $750 million line of credit (the Syndicated Credit Facility), which matured on October 3, 2019. On October 3, 2019, the Syndicated
Credit Facility was amended to run for a new 364 day period with the line of credit amount remaining unchanged, maturing on October 1, 2020. Under the terms of the Syndicated Credit Facility, in addition to the
interest charged on any borrowings by the fund, the fund paid a commitment fee of 0.15% per annum on its proportionate share of the unused portion of the Syndicated Credit Facility.
During the period, the fund was a
participant with other funds in the Fund Complex in a joint, unsecured, uncommitted $500 million line of credit (the Uncommitted Credit Facility), with State Street Bank and Trust Company, which matured on November
29, 2019. On November 29, 2019, the Uncommitted Credit Facility was amended to run for a new 364 day period, maturing on November 27, 2020. Under the terms of the Uncommitted Credit Facility, the fund pays interest on
the amount it borrows. There were no borrowings from either line of credit during the period.
The fund also has access to
custodian overdraft facilities. The fund may have utilized the overdraft facility and incurred an interest expense, which is paid by the fund. The interest expense is determined based on a negotiated rate above the
current Federal Funds Rate.
7. Purchases and Sales of Investment Securities:
For the period ended March 31, 2020,
purchases and sales of securities (excluding short-term obligations) were as follows:
Purchases
of Securities
|
Sales
of Securities
|
$903,463,018
|
$1,221,627,849
|
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
Financial Notes (continued)
8. Federal Income Taxes:
As of March 31, 2020, the tax basis
cost of the fund’s investments and gross unrealized appreciation and depreciation were as follows:
Tax cost
|
$1,399,007,215
|
Gross unrealized appreciation
|
$645,273,307
|
Gross unrealized depreciation
|
(76,311,614)
|
Net unrealized appreciation (depreciation)
|
$568,961,693
|
As of March 31, 2020, the components
of distributable earnings on a tax basis were as follows:
Undistributed long-term capital gains
|
$84,978,530
|
Net unrealized appreciation (depreciation) on investments
|
568,961,693
|
Total
|
$653,940,223
|
The primary difference between book
basis and tax basis unrealized appreciation or unrealized depreciation of investments is the tax deferral of losses on wash sales. The tax cost of the fund’s investments, disclosed above, have been adjusted from
its book amounts to reflect these unrealized appreciation or depreciation differences, as applicable.
Capital loss carryforwards may be
used to offset future realized capital gains for federal income tax purposes. As of March 31, 2020, the fund had no capital loss carryforwards.
For tax purposes, net realized
capital losses and late-year ordinary losses incurred after October 31, may be deferred and treated as occurring on the first day of the following fiscal year. For the fiscal year ended March 31, 2020, the fund had
late-year ordinary losses deferred of $1,361,134.
The tax basis components of
distributions paid during the current and prior fiscal years ended were:
Current fiscal year end distributions
|
|
Ordinary income
|
$1,559,402
|
Long-term capital gains
|
180,127,162
|
Prior fiscal year end distributions
|
|
Ordinary income
|
$12,609,088
|
Long-term capital gains
|
140,983,426
|
Distributions paid to shareholders
are based on net investment income and net realized gains determined on a tax basis, which may differ from net investment income and net realized gains for financial reporting purposes. These differences reflect the
differing character of certain income items and net realized gains and losses for financial statement and tax purposes, and may result in reclassification among certain capital accounts on the financial statements.
Permanent book and tax basis
differences may result in reclassifications between components of net assets as required. The adjustments will have no impact on net assets or the results of operations.
As of March 31, 2020, management has
reviewed the tax positions for open periods (for federal purposes, three years from the date of filing and for state purposes, four years from the date of filing) as applicable to the fund, and has determined that no
provision for income tax is required in the fund’s financial statements. The fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of
Operations. During the fiscal year ended March 31, 2020, the fund did not incur any interest or penalties.
9. Subsequent Events:
Management has determined there are
no subsequent events or transactions through the date the financial statements were issued that would have materially impacted the financial statements as presented.
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
Report of Independent Registered Public Accounting
Firm
To the Board of Trustees of Laudus
Trust and Shareholders of Laudus U.S. Large Cap Growth Fund
Opinion on the Financial Statements
We have audited the accompanying
statement of assets and liabilities, including the portfolio holdings, of Laudus U.S. Large Cap Growth Fund (the “Fund”) as of March 31, 2020, the related statement of operations for the year ended March
31, 2020, the statement of changes in net assets for each of the two years in the period ended March 31, 2020, including the related notes, and the financial highlights for each of the five years in the period ended
March 31, 2020 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of March
31, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended March 31, 2020 and the financial highlights for each of the five years in
the period ended March 31, 2020 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the
responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these
financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud.
Our audits included performing
procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of March 31, 2020 by correspondence with the custodian and brokers; when replies were not received from
brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
San Francisco, California
May 18, 2020
We have served as the auditor of one
or more investment companies in the Schwab Funds Complex since 1989.
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
Other Federal Tax Information (unaudited)
For corporate shareholders, 100.00%
of the fund dividends distributions paid during the fiscal year ended March 31, 2020, qualify for the corporate dividends received deduction.
For the fiscal year ended March 31,
2020, the fund designates $1,559,402 of the dividend distributions as qualified dividends for the purpose of the maximum rate under section 1(h)(11) of the Internal Revenue Code. Shareholders will be notified in
January 2021 via IRS Form 1099 of the amounts for use in preparing their 2020 income tax return.
Under section 852(b)(3)(C) of the
Internal Revenue Code, the fund hereby designates $180,127,162 as long-term capital gain dividends for the fiscal year ended March 31, 2020.
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
Trustees and Officers
The tables below give information
about the trustees and officers of Laudus Trust, which includes the fund covered in this report. The “Fund Complex” includes The Charles Schwab Family of Funds, Schwab Capital Trust, Schwab Investments,
Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust. The Fund Complex includes 99 funds.
The address for all trustees and
officers is 211 Main Street, San Francisco, CA 94105. You can find more information about the trustees and officers in the Statement of Additional Information, which is available free by calling 1-877-824-5615.
Independent Trustees
|
Name, Year of Birth, and
Position(s) with the trust
(Terms 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
|
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.
|
99
|
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.
|
99
|
Director (2005 – present), Gilead Sciences, Inc.
|
Nancy F. Heller
1956
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2018)
|
Retired. President and Chairman (2014 – 2016), TIAA Charitable (financial services); Senior Managing Director (2003 – 2016), TIAA
(financial services).
|
99
|
None
|
Stephen Timothy Kochis
1946
Trustee
(Trustee of Schwab Strategic Trust since 2012; The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust since 2016)
|
CEO and Owner (May 2012 – present), Kochis Global (wealth management consulting).
|
99
|
None
|
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
Independent Trustees (continued)
|
Name, Year of Birth, and
Position(s) with the trust
(Terms 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
|
David L. Mahoney
1954
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust since 2011; Schwab Strategic Trust since 2016)
|
Private Investor.
|
99
|
Director (2004 – present), Corcept Therapeutics Incorporated
Director (2009 – present), Adamas Pharmaceuticals, Inc.
Director (2003 – 2019), Symantec Corporation
|
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)
|
Consultant (2018 – present), Fulham Advisers LLC (management consulting); Chief Investment Officer (2009 – 2017), CareGroup
Healthcare System, Inc. (healthcare).
|
99
|
None
|
Kiran M. Patel
1948
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust since 2011; Schwab Strategic Trust since 2016)
|
Retired. Executive Vice President and General Manager of Small Business Group (Dec. 2008 – Sept. 2013), Intuit, Inc. (financial software
and services firm for consumers and small businesses).
|
99
|
Director (2008 – present), KLA-Tencor Corporation
|
Kimberly S. Patmore
1956
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2016)
|
Consultant (2008 – present), Patmore Management Consulting (management consulting).
|
99
|
None
|
Gerald B. Smith
1950
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2000; Laudus Trust since 2010; Schwab Strategic Trust since 2016)
|
Chairman, Chief Executive Officer and Founder (Mar. 1990 – present), Smith Graham & Co. (investment advisors).
|
99
|
Director (2012 – present), Eaton Corporation plc
|
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
Interested Trustees
|
Name, Year of Birth, and
Position(s) with the trust
(Terms 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
|
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 (July 2019 – present), Charles Schwab Trust Bank; Director (May 2008 – present) and President and Chief Executive Officer (Aug. 2017 – present), Schwab Holdings, Inc.;
Director (July 2016 – present), Charles Schwab Investment Management, Inc.
|
99
|
Director (2008 – present), The Charles Schwab Corporation
|
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.
|
99
|
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.
|
99
|
None
|
Officers of the Trust
|
Name, Year of Birth, and Position(s) with the trust
(Terms of office, and length of Time Served3)
|
Principal Occupations During the Past Five Years
|
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.
|
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
Officers of the Trust (continued)
|
Name, Year of Birth, and Position(s) with the trust
(Terms of office, and length of Time Served3)
|
Principal Occupations During the Past Five Years
|
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; Chief Financial Officer (Mar. 2020 – present) and 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.
|
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 The Charles Schwab Corporation (CSC), the parent company of Charles Schwab
Investment Management, Inc. (CSIM), the investment adviser for the trusts in the Fund Complex, is an employee and director of Charles Schwab & Co., Inc. (CS&Co), 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 CS&Co.
|
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.
|
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
Dividend yield is an expression of a stock’s market value in relationship to its dividend amount as a percentage. It is calculated by dividing the stock’s annual dividends by the market price
of the stock.
Price to earnings ratio is the price of a stock divided by its historical earnings per share.
Price to book ratio compares the stock’s market value to the value of the total assets less the total liabilities.
Russell 1000 Growth Index An index that measures the performance of those Russell 1000 Index companies with higher price-to-book ratios and higher forecasted growth values.
Russell 1000 Index An index that measures the performance of the 1,000 largest companies in the Russell 3000 Index, and represents approximately 92% of the total market capitalization of the Russell
3000 Index. The Russell 3000 Index measures the performance of the largest 3,000 U.S. companies representing approximately 98% of the investable U.S. equity market.
Russell 1000 Value Index An index that measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000 Index companies with lower price-to-book ratios and
lower expected growth values.
Russell 2000 Index An index that measures the performance of the 2,000 smallest companies in the Russell 3000 Index. The Russell 3000 Index measures the performance of the largest 3,000 U.S. companies
representing approximately 98% of the investable U.S. equity market.
S&P 500 Index An index that is designed to measure the performance of 500 leading publicly traded companies from a broad range of industries.
Sovereign debt refers to debt issued by a national government within a given country and denominated in a foreign currency.
Trading Activity is one of several risk factors commonly used to attribute a portfolio’s return relative to its benchmark. Specifically, trading activity measures a stock’s trailing 12 month
trading volume relative to its total shares outstanding. It measures how actively traded a stock has been in the last 12 months.
Weighted Average Market Cap A measure of the size of the companies in which a fund invests, based upon the market value of a fund’s securities each weighted according to its percent of the
portfolio.
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
PRIVACY NOTICE
THIS IS NOT PART OF THE SHAREHOLDER REPORT
A Commitment to Your Privacy
Your Privacy Is Not for Sale
We do not and will not sell your
personal information to anyone, for any reason.
We are committed to protecting the
privacy of information we maintain about you. Below are details about our commitment, including the types of information we collect and how we use and share that information. This Privacy Notice applies to you only if
you are an individual who invests directly in the funds by placing orders through the funds’ transfer agent. If you place orders through your brokerage account at Charles Schwab & Co., Inc. or an account
with another broker-dealer, investment advisor, 401(k) plan, employee benefit plan, administrator, bank or other financial intermediary, you are covered by the privacy policies of that financial institution and should
consult those policies.
How We Collect Information About
You
We collect personal information
about you in a number of ways.
• APPLICATION AND REGISTRATION
INFORMATION.
We collect personal information from
you when you open an account or utilize one of our services. We may also collect information about you from third parties such as consumer reporting agencies to verify your identity. The information we collect may
include personal information, including your Social Security number, as well as details about your interests, investments and investment experience.
• TRANSACTION AND EXPERIENCE
INFORMATION.
Once your account has been opened,
we collect and maintain personal information about your account activity, including your transactions, balances, positions and history. This information allows us to administer your account and provide the services
you have requested.
• WEBSITE USAGE.
When you visit our websites, we may
use devices known as “cookies,” graphic interchange format files (GIFs), or other similar web tools to enhance your web experience. These tools help us to recognize you, maintain your web session, and
provide a more personalized experience. To learn more, please go to www.schwab.com/privacy.
How We Share and Use Your Information
We provide access to information
about you to our affiliated companies, outside companies and other third parties in certain limited circumstances, including:
• to help us process
transactions for your account;
• when we use other companies to provide services for us, such as printing and mailing your account statements; and
• when we believe that disclosure is required or permitted under law (for example, to cooperate with regulators or law enforcement, resolve consumer disputes, perform
credit/authentication checks, or for risk control).
State Laws
We will comply with state laws that
apply to the disclosure or use of information about you.
Safeguarding Your Information —
Security Is a
Partnership
We take precautions to ensure the
information we collect about you is protected and is accessed only by authorized individuals or organizations.
Companies we use to provide support
services are not allowed to use information about our shareholders for their own purposes and are contractually obligated to maintain strict confidentiality. We limit their use of information to the performance of the
specific services we have requested. We restrict access to personal information by our employees and agents. Our employees are trained about privacy and are required to safeguard personal information.
We maintain physical, electronic and
procedural safeguards that comply with federal standards to guard your nonpublic personal information.
Contact Us
To provide us with updated
information, report suspected fraud or identity theft, or for any other questions, please call the number below.
Laudus Funds® direct investors: 1-800-447-3332
© 2019 Laudus Funds. All rights
reserved.
Laudus U.S. Large Cap Growth
Fund | Annual Report
Laudus U.S. Large Cap Growth Fund
Laudus Funds®
Laudus Funds offer investors
access to some of the world’s leading investment managers. With a rigorous manager selection process and ongoing oversight by Charles Schwab Investment Management, Laudus Funds offer single and multi-manager
strategies as a complement to other funds managed by Charles Schwab Investment Management. The list below shows all currently available Laudus Funds.
An investor should consider a
fund’s investment objectives, risks, charges and expenses carefully before investing or sending money. This and other important information can be found in the fund’s prospectus or, if available, the
summary prospectus. Please call 1-877-824-5615 for a prospectus for any Laudus Fund. Please read the prospectus carefully before you invest. This report must be preceded or accompanied by a current prospectus.
Proxy Voting Policies, Procedures and
Results
A description of the proxy voting
policies and procedures used to determine how to vote proxies on behalf of the funds is available without charge, upon request, by visiting the Laudus Funds’ website at www.schwabfunds.com/laudusfunds_prospectus, the SEC’s website at www.sec.gov, or by contacting Laudus Funds at 1-877-824-5615.
Information regarding how a fund
voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available, without charge, by visiting the fund’s website at www.schwabfunds.com/laudusfunds_prospectus or the SEC’s website at www.sec.gov.
Laudus® U.S. Large Cap Growth Fund
Laudus International MarketMasters
Fund™
Investment Adviser
Charles Schwab Investment Management, Inc.
211 Main Street, San Francisco, CA 94105
Fund
Laudus® U.S. Large Cap Growth Fund
1-877-824-5615
Printed on recycled paper.
This page is intentionally left
blank.
Item 2: Code of Ethics.
(a)
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Registrant has adopted a code of ethics that applies to its principal executive officer, principal financial officer, and any other persons who perform a similar function, regardless of whether these individuals are employed by Registrant or a third party.
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(c)
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During the period covered by the report, no amendments were made to the provisions of this code of ethics.
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(d)
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During the period covered by the report, Registrant did not grant any waivers, including implicit waivers, from the provisions of this code of ethics.
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(f)(1)
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Registrant has filed this code of ethics as an exhibit pursuant to Item 13(a)(1) of Form N-CSR.
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Item 3: Audit Committee Financial Expert.
Registrant's Board of Trustees has determined that Kiran M. Patel and Kimberly S. Patmore, each currently serving on its audit, compliance and valuation committee, are each an “audit committee financial expert,” as such term is defined in Item 3 of Form N-CSR. Each member of Registrant's audit, compliance and valuation committee is “independent” under the standards set forth in Item 3 of Form N-CSR.
The designation of each of Mr. Patel and Ms. Patmore as an “audit committee financial expert” pursuant to Item 3 of Form N-CSR does not (i) impose upon such individual any duties, obligations, or liability that are greater than the duties, obligations and liability imposed upon such individual as a member of Registrant's audit, compliance and valuation committee or Board of Trustees in the absence of such designation; and (ii) affect the duties, obligations or liability of any other member of Registrant's audit, compliance and valuation committee or Board of Trustees.
Item 4: Principal Accountant Fees and Services.
Registrant is composed of one series which has a fiscal year-end of March 31, whose annual financial statements are reported in Item 1. Principal accountant fees disclosed in Items 4(a)-(d) and 4(g) include fees billed for services rendered to the operational series during 2020 and 2019 fiscal years, as applicable.
The following table presents fees billed by the principal accountant in each of the last two fiscal years for the services rendered to the Funds:
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(a)Audit Fees
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(b)Audit-Related Fees
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(c) Tax Fees1
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(d) All Other Fees
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Fiscal Year 2020
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Fiscal Year 2019
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Fiscal Year 2020
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Fiscal Year 2019
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Fiscal Year 2020
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Fiscal Year 2019
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Fiscal Year 2020
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Fiscal Year 2019
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$38,890
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$38,844
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$0
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$0
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$7,451
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$4,605
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$0
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$0
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1 The nature of the services includes tax compliance, tax advice and tax planning.
(e)(1) Registrant’s audit, compliance and valuation committee does not have pre-approval policies and procedures as described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
(2) There were no services described in each of paragraphs (b) through (d) above (including services required to be approved by Registrant’s audit, compliance and valuation committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X) that were approved by Registrant’s audit, compliance and valuation committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not applicable.
(g) Below are the aggregate non-audit fees billed in each of the last two fiscal years by Registrant’s principal accountant for services rendered to Registrant, to Registrant’s investment adviser, and to any entity controlling, controlled by, or under common control with Registrant’s investment adviser that provides ongoing services to Registrant.
2020: $7,451
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2019: $4,605
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(h) During the past fiscal year, all non-audit services provided by Registrant’s principal accountant to either Registrant’s investment adviser or to any entity controlling, controlled by, or under common control with Registrant’s investment adviser that provides ongoing services to Registrant were pre-approved. Included in the audit, compliance and valuation committee’s pre-approval was the review and consideration as to whether the provision of these non-audit services is compatible with maintaining the principal accountant’s independence.
Item 5: Audit Committee of Listed Registrants.
Not applicable.
Item 6: Schedule of Investments.
The schedules of investments are included as part of the report to shareholders filed under Item 1 of this Form.
Item 7: Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8: Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9: Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10: Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 11: Controls and Procedures.
(a) Based on their evaluation of Registrant’s disclosure controls and procedures, as of a date within 90 days of the filing date, Registrant’s Chief Executive Officer, Jonathan de St. Paer and Registrant’s Chief Financial Officer, Mark Fischer, have concluded that Registrant’s disclosure controls and procedures are: (i) reasonably designed to ensure that information required to be disclosed in this report is appropriately communicated to Registrant’s officers to allow timely decisions regarding disclosures required in this report; (ii) reasonably designed to ensure that information required to be disclosed in this report is recorded, processed, summarized and reported in a timely manner; and (iii) are effective in achieving the goals described in (i) and (ii) above.
(b) During the period covered by this report, there have been no changes in Registrant’s internal control over financial reporting that the above officers believe to have materially affected, or to be reasonably likely to materially affect, Registrant’s internal control over financial reporting.
Item 12: Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 13: Exhibits.
(a) (1) Registrant’s code of ethics (that is the subject of the disclosure required by Item 2(a)) is attached.
(b) A certification for Registrant’s principal executive officer and principal financial officer, as required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached. This certification is being furnished to the Securities and Exchange Commission solely pursuant to 18 U.S.C. section 1350 and is not being filed as part of the Form N-CSR with the Commission.
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Laudus Trust
By: _/s/ Jonathan de St. Paer__
Jonathan de St. Paer
Chief Executive Officer
Date:__May 18, 2020______
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: __/s/ Jonathan de St. Paer_
Jonathan de St. Paer
Chief Executive Officer
Date:__ May 18, 2020______
By: __/s/ Mark Fischer_______
Mark Fischer
Chief Financial Officer
Date:__ May 18, 2020_______
F.II.1.B.
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CODE OF BUSINESS CONDUCT AND ETHICS
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CODE OF BUSINESS CONDUCT AND ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS SCHWAB FUNDS:
THE CHARLES SCHWAB FAMILY OF FUNDS
SCHWAB INVESTMENTS
SCHWAB CAPITAL TRUST
SCHWAB ANNUITY PORTFOLIOS
LAUDUS FUNDS:
LAUDUS TRUST
SCHWAB ETFS:
SCHWAB STRATEGIC TRUST
I.SCOPE
This Code of Business Conduct and Ethics (the "Code") for the Schwab Funds, Laudus Funds and Schwab ETFs (the "Funds") covers the Principal Executive Officer and Principal Financial Officer and any other officers who serve a similar function (each an "Officer") of all of the investment companies within the Funds' complex and applies to their service to the Funds.
II.INTRODUCTION
The Funds are committed to the highest standards of ethical conduct. The Code consists of an outline of policies regarding conduct pertaining to legal compliance, personal conflicts of interest, confidentiality and privacy, and certain business practices. You are responsible for reviewing the Code and for acting in compliance with the Code in your daily activities.
The Code is not exhaustive; it provides guidance for carrying out your responsibilities on behalf of the Funds and observing the highest standards of ethical conduct. Because the Code does not address every possible situation that may arise, you are responsible for exercising good judgment, applying ethical principles, and raising questions when in doubt. Your integrity and good judgment reflect on the Funds' brand and reputation, and are the foundation of trust for our shareholder and business relationships.
If you are unsure of what to do in any situation or how to interpret the provisions of the Code, seek guidance before you act. Use the Funds' resources, including the Chief Legal Officer or the Chief Compliance Officer. If you feel that it is not appropriate to discuss a matter with the Chief Legal Officer or the Chief Compliance Officer, you may contact the Ombudsperson for The Charles Schwab Corporation.
CONTACT INFORMATION
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Title
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Name
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Phone Number
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Chief Compliance Officer
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Michael F. Hogan
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415-667-1987
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Chief Legal Officer of CSIM,
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David Lekich
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415-667-0660
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Schwab Funds and Schwab
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ETFs
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Chief Legal Officer of Laudus
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Catherine MacGregor
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415-667-0650
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Funds
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The Charles Schwab
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Alicia O'Brien, Esq, King &
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(202) 626-5575
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Corporation Ombudsperson
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Spalding
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The information contained herein is the property of Charles Schwab and may not be copied, used or disclosed
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1
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in whole or in part, stored in a retrieval system or transmitted in any form or by any means (electronic,
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mechanical, reprographic, recording, or otherwise) outside of Charles Schwab without prior permission of the Mutual Fund's Chief Compliance Officer or his/her designee.
F.II.1.B.
|
CODE OF BUSINESS CONDUCT AND ETHICS
|
III.POLICIES
In executing your responsibilities on behalf of the Funds, your conduct should reflect positively on the Funds. A strong personal sense of ethics should always play a significant role in guiding you towards a proper course of action. The appearance of impropriety can be as harmful to the Funds' reputation as improper conduct.
The Funds' business is subject to various laws, rules and regulations, including federal securities and state and local laws. Although you are not expected to know the details of the myriad of laws governing our business, you are expected to be familiar with and comply with policies and procedures that apply to your business unit and complete any required training that applies to you (e.g., training regarding privacy or anti-money laundering).
A.PERSONAL CONFLICTS OF INTEREST
It is important that you do not place yourself in a position that would cloud your judgment in carrying out the business affairs of the Funds. A "personal conflict of interest" occurs when your private interest interferes in any way -- or even appears to interfere -- with the interests of the Funds. You have a duty to report any material transaction or relationship to the Chief Compliance Officer that reasonably could be expected to be or to create a conflict of interest with the Funds.
Officers, in addition to their obligation to the Funds, may also be an officer or employee of CSIM or a CSIM affiliate. As a result, this Code recognizes that the Officers will, in the normal course of their duties (whether formally for the Funds or for CSIM, or for both), be involved in establishing policies and implementing decisions that will have different effects on CSIM and the Funds. The participation of the Officers in such activities is inherent in the contractual relationship between the Funds and CSIM and is consistent with the performance by the Officers of their duties as officers of the Funds. Thus, if performed in conformity with the provisions of the Investment Company Act of 1940 and the Investment Advisers Act of 1940, such activities will be deemed under the Code to have been handled ethically. In addition, it is recognized by the Trustees that the Officers may also be officers or employees of one or more other investment companies covered by this or other codes.
B.INSIDE INFORMATION
Do not trade on inside information or disclose inside information to anyone except those who have a need to know it in order to fulfill their responsibilities for the Funds and in accordance with the Funds' policy. This applies to information regarding the Funds, The Charles Schwab Corporation and its subsidiaries, and any other publicly traded company.
Generally, material information is any information that an investor would likely consider important in deciding whether to buy, sell or hold securities or that could affect the market price of the securities. Examples include actual or estimated financial results or change in dividends; significant discoveries or product developments; possible mergers, acquisitions or divestitures; major changes in business strategies; obtaining or losing significant contracts; and threatened major litigation or related developments. If you have or receive information and are unsure whether it is within the definition of inside information or whether its release might be contrary to a fiduciary or other obligation, contact the Chief Compliance Officer prior to disclosing any such information.
You must not use the Funds' non-public holdings or transactions information in any way to influence your trades or the trades of other shareholders, including those of other employees, officers and directors. Trading ahead of shareholder or the Funds' transactions (frontrunning) and following shareholder or the Funds' transactions (piggybacking or shadowing) is prohibited.
The information contained herein is the property of Charles Schwab and may not be copied, used or disclosed
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2
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in whole or in part, stored in a retrieval system or transmitted in any form or by any means (electronic,
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mechanical, reprographic, recording, or otherwise) outside of Charles Schwab without prior permission of the Mutual Fund's Chief Compliance Officer or his/her designee.
F.II.1.B.
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CODE OF BUSINESS CONDUCT AND ETHICS
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C.ACCEPTANCE OF GIFTS OR ENTERTAINMENT
You must not accept gifts or entertainment from shareholders, vendors, suppliers, competitors or other employees where they present a conflict of interest or create the appearance of impropriety. You must adhere to the CSIM and The Charles Schwab Corporation policies regarding gifts and entertainment, and apply the more stringent restrictions.
D. CONFIDENTIALITY OF INFORMATION AND PRIVACY
Information concerning the identity of the Funds' underlying shareholders and their transactions and accounts is confidential. Such information may not be disclosed to persons working on behalf of the Funds except as they may need to know it in order to fulfill their responsibilities to the Funds. You may not disclose such information to anyone or any firm outside the Funds unless (i) the outside firm needs to know the information in order to perform services for the Funds and is bound to maintain its confidentiality; (ii) when the shareholder has consented or been given an opportunity to request that the information not be shared; (iii) as required by law; or (iv) as authorized by the Chief Legal Officer or Chief Compliance Officer.
The Funds are committed to safeguarding their customers' privacy. We do not sell any personally identifiable customer information. Sharing of such information with third parties is limited to situations related to the processing and servicing of customer accounts, and to specifically delineated exceptions in the federal privacy law. We share information with our affiliates to the extent permitted by federal law. You must be familiar with the procedural and systemic safeguards we maintain to protect this information.
You have the responsibility to safeguard the Funds' proprietary information. Proprietary information includes intellectual property (copyrights, trademarks or patents or trade secrets), particular know-how (business or organizational designs, or business, marketing or service plans or ideas) and sensitive information about the Funds (databases, records, salary information or unpublished financial reports).
E.PROTECTION AND USE OF FUNDS' ASSETS
You are obligated to protect the Funds' assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Funds. The Funds' equipment should not be used for non- Funds' business, though incidental personal use may be permitted.
F.FINANCIAL DISCLOSURES
The Funds are committed to providing full, fair, accurate, timely and understandable disclosure in reports and documents that the Funds file with, or submit to, the Securities and Exchange Commission and other regulatory agencies and in other public communications made by the Funds. You are required to comply with the Funds' policies and procedures to provide such full, fair, accurate, timely and understandable disclosure.
G.CONDUCT OF AUDITS
Neither you nor any other person acting under your direction shall directly or indirectly take any action to fraudulently influence, coerce, manipulate, or mislead any independent public or certified public accountant engaged in the performance of an audit or review of the Funds' financial statements.
Types of conduct that constitute improper influence include, but are not limited to, directly or indirectly:
Offering or paying bribes or other financial incentives, including offering future employment or contracts for non-audit services
The information contained herein is the property of Charles Schwab and may not be copied, used or disclosed
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3
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in whole or in part, stored in a retrieval system or transmitted in any form or by any means (electronic,
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mechanical, reprographic, recording, or otherwise) outside of Charles Schwab without prior permission of the Mutual Fund's Chief Compliance Officer or his/her designee.
F.II.1.B.
|
CODE OF BUSINESS CONDUCT AND ETHICS
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Providing an auditor with inaccurate or misleading legal analysis
Threatening to cancel or canceling existing non-audit or audit engagements if the auditor objects to the issuer's accounting
Seeking to have a partner removed from the audit engagement because the partner objects to the Funds' accounting
Blackmailing
Making physical threats
H. RECORDKEEPING
You must be familiar with the Funds' record retention policies and always retain or destroy records according to them. In the event of litigation, governmental investigation or the threat of such action, you should consult the Chief Legal Officer or the Chief Compliance Officer regarding record retention.
The Funds' books, records and accounts must conform both to applicable legal requirements and to the Funds' internal controls and policies.
Unrecorded or "off-the-books" funds or assets are prohibited unless permitted by applicable law or regulation. Business records must not contain exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies. This applies equally to email, internal memoranda, formal reports, and all other forms of business records.
I.SALES PRACTICES
If you transact business for shareholders, you are required to know and observe the Funds' specific policies and procedures for shareholder sales and transactions, such as the content and use of sales materials, documentation for transactions, quotations and suitability. Likewise, if you transact business with third parties (such as vendors or suppliers), you will be required to know and observe the Funds' policies and procedures for such transactions, such as marketing policies, procedures for performing due diligence on third parties, and obtaining proper authorizations for any agreements. You must be familiar with any enumerated policies and procedures governing your sales activities and use good judgment in complying with them.
J.COMPETITION AND FAIR DEALING
We operate our business fairly and honestly. We seek competitive advantage through performance and never through unethical or illegal business practices. It is our policy to comply with anti-trust laws. These laws are complex and not easily summarized, but at a minimum require that there be no agreement or understanding between the Funds and their competitors that affect prices, terms or conditions of sale or that unreasonably restrain full and fair competition. You must always respect the rights of and deal fairly with the Funds' shareholders and competitors. You must never take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.
K.PROHIBITION OF BRIBERY AND KICKBACKS
Our policies prohibit bribery or kickbacks of any kind and to anyone in the conduct of our business. The U.S. government has a number of laws and regulations applicable specifically to business gratuities that may be offered to or accepted by U.S. and foreign government personnel. The promise, offer or delivery to an official or employee of the U.S. government or an official, employee or candidate of a foreign government of a gift, favor, payment or other gratuity in violation of these rules would not only violate the Funds' policy but could also be a criminal offense. Similarly, federal law, as well as the laws of many states, prohibits engaging in "commercial bribery." Commercial bribery involves soliciting, demanding or agreeing to accept
The information contained herein is the property of Charles Schwab and may not be copied, used or disclosed
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4
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in whole or in part, stored in a retrieval system or transmitted in any form or by any means (electronic,
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mechanical, reprographic, recording, or otherwise) outside of Charles Schwab without prior permission of the Mutual Fund's Chief Compliance Officer or his/her designee.
F.II.1.B.
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CODE OF BUSINESS CONDUCT AND ETHICS
|
anything of value from any person intending to influence or be rewarded in connection with any business or transaction, and prohibits all such behavior, for example, with respect to vendors, competitors, shareholders, and government employees.
L.WAIVERS
Waivers of the Code may be made only by the Trustees, and will be promptly disclosed publicly as required by law.
M.CODE AMENDMENTS
This Code may not be amended except in written form, which is specifically approved or ratified by a majority of the Trustees including a majority of the independent Trustees. Any amendments will, to the extent required, be disclosed in accordance with law.
N.CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Trustees, CSIM, The Charles Schwab Corporation and their respective counsel. However, nothing contained in this Code or in any applicable employement or severance agreement(s) should be interpreted as prohibiting employees or former employees from voluntarily communicating with the Securities and Exchange Commission or other authorities regarding possible violations of law or from recovering a whistleblower award.
III.ESCALATION AND PROHIBITION AGAINST RETALIATION
If you know of, or reasonably believe there is, a violation of this Code, you must report that information immediately to the Funds' Chief Compliance Officer. Depending on the possible violation, you may also be required to report it pursuant to The Charles Schwab Corporation Code of Business Conduct and CSIM compliance policies and procedures. You should not conduct preliminary investigations unless authorized to do so by the Compliance Department.
No Officer will be retaliated against for making a good faith complaint or for bringing inappropriate conduct to the attention of the Funds' personnel, Ombudsperson or Trustees, for assisting another employee or applicant in making a good faith report, for cooperating in an investigation, or for filing an administrative claim with a state or federal governmental agency. Any Officer who in good faith raises an issue regarding a possible violation of law, regulation or company policy or any suspected illegal or unethical behavior will be protected from retaliation.
If you have violated the Code, however, making a report will not protect you from the consequences of your actions. You can be subject to discipline up to and including termination of employment if you violate the Code or fail to report violations that come to your attention.
Any employee who engages in retaliatory conduct in violation of our policies will be subject to disciplinary action, up to and including termination of employment. If you reasonably believe retaliatory conduct has occurred, you must report such conduct to the Funds' Chief Compliance Officer.
The information contained herein is the property of Charles Schwab and may not be copied, used or disclosed
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5
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in whole or in part, stored in a retrieval system or transmitted in any form or by any means (electronic,
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mechanical, reprographic, recording, or otherwise) outside of Charles Schwab without prior permission of the Mutual Fund's Chief Compliance Officer or his/her designee.
F.II.1.B.
|
CODE OF BUSINESS CONDUCT AND ETHICS
|
IV. PROCEDURES
A.OFFICERS
Read and be familiar with conduct rules outlined in the Code, and periodically review them.
Affirm in writing to the Trustees that you have received, read and understand the Code.
Annually affirm to the Trustees that you have complied with the requirements of the Code.
Comply with the conduct standards outlined in this Code in all dealings and actions, including those with shareholders, the public, and vendors.
Report any material transaction or relationship to the Chief Compliance Officer that reasonably could be expected to be or to create a personal conflict of interest with the Funds.
Report in a timely manner to the Chief Compliance Officer any conduct that may constitute a violation of the Code, the Funds' policies, or laws, rules and regulations.
Raise questions or concerns about conduct issues with your supervisor, the Chief Legal Officer or Chief Compliance Officer, and seek advice when in doubt.
Cooperate with management during fact-finding investigations and comply with any confidentiality rules imposed.
B.CHIEF COMPLIANCE OFFICER
The Chief Compliance Officer, upon becoming notified of potential violation of this Code, will conduct, facilitate or delegate a review of the matter and will report to the Chairperson of the affected Fund's Audit, Compliance and Valuation Committee any violations of this Code that he or she believes to be material.
The Chief Compliance Officer, upon becoming notified of a personal conflict of interest between an Officer and the Funds that the Chief Compliance Officer deems to be material, will report the issue to the Chairperson of the affected Fund's Audit, Compliance and Valuation Committee and will work with the Chief Legal Officer and other appropriate parties to ensure that any required disclosures are made.
C.TRUSTEES
The Board of Trustees will consider appropriate action to address any violations of the Code that they deem to be material, which may include review of and appropriate modification to applicable policies and procedures, notification to appropriate personnel of CSIM or its board of directors, notification to appropriate personnel of The Charles Schwab Corporation or its board of directors, or a recommendation to dismiss the Officer.
VI. REGULATORY AUTHORITY
This Code constitutes the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Funds, CSIM, Charles Schwab & Co., Inc., The Charles Schwab Corporation or other Fund service providers govern or purport to govern the behavior or activities of an Officer who is subject to this Code, they are superseded by this Code to the extent that they conflict with the provisions of this Code. CSIM's, the Funds' and Charles Schwab & Co. Inc.'s (as distributor) joint code of ethics under Rule 17j-1 pursuant to the Investment Company Act of 1940 and Rule 204A-1 of the Investment Advisers Act of 1940 and CSIM's, Charles Schwab & Co., Inc.'s, and The Charles Schwab Corporation's policies and procedures set forth in their respective compliance manuals and elsewhere are separate requirements applying to the Officers and are not part of this Code.
VERSION HISTORY
Adopted Schwab and Laudus Funds: June 15, 2011, Schwab ETFs: August 4, 2011
The information contained herein is the property of Charles Schwab and may not be copied, used or disclosed
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6
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in whole or in part, stored in a retrieval system or transmitted in any form or by any means (electronic,
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mechanical, reprographic, recording, or otherwise) outside of Charles Schwab without prior permission of the Mutual Fund's Chief Compliance Officer or his/her designee.
F.II.1.B.
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CODE OF BUSINESS CONDUCT AND ETHICS
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Revised August 8, 2013; December 11, 2015; August 25, 2016; December 11, 2017; September 25, 2018 (no changes); December 12, 2019
END
The information contained herein is the property of Charles Schwab and may not be copied, used or disclosed
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in whole or in part, stored in a retrieval system or transmitted in any form or by any means (electronic,
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mechanical, reprographic, recording, or otherwise) outside of Charles Schwab without prior permission of the Mutual Fund's Chief Compliance Officer or his/her designee.
CERTIFICATIONS
I, Jonathan de St. Paer, certify that:
1. I have reviewed this report on Form N-CSR of Laudus Trust;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed to the registrant's auditors and the audit committee of the registrant's Board of Trustees (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: ___May 18, 2020 _______
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__/s/ Jonathan de St. Paer_____
Jonathan de St. Paer
Chief Executive Officer
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CERTIFICATIONS
I, Mark Fischer, certify that:
1. I have reviewed this report on Form N-CSR of Laudus Trust;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed to the registrant's auditors and the audit committee of the registrant's Board of Trustees (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: _ May 18, 2020 ____
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/s/ Mark Fischer __
Mark Fischer
Chief Financial Officer
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