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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/21/20 Schwab Strategic Trust 485APOS 1:945K Donnelley … Solutions/FA → Schwab International Dividend Equity ETF ⇒ SCHY |
Document/Exhibit Description Pages Size 1: 485APOS Post-Effective Amendment of a Form N-1 or N-1A HTML 578K Registration
485APOS |
Post-Effective Amendment No. 127 | ☒ |
Amendment No. 129 | ☒ |
Douglas
P. Dick, Esq. Dechert LLP 1900 K Street, N.W. Washington, DC 20006 |
John M.
Loder, Esq. Ropes & Gray LLP 800 Boylston Street Boston, MA 02199-3600 |
Schwab ® International Dividend Equity ETF | SCHY |
Ticker Symbol: | SCHY |
Shareholder Fees (fees paid directly from your investment) | |
None | |
Annual Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment) | |
Management fees | [ ] |
Other expenses1 | [ ] |
Total annual fund operating expenses | [ ] |
1 | “Other expenses” is an estimate based on the expenses the fund expects to incur for its first full fiscal year. |
Expenses on a $10,000 Investment | |
1 Year | 3 Years |
$[ ] | $[ ] |
Schwab International Dividend Equity ETF | SCHY |
Schwab International Dividend Equity ETF | SCHY |
Name of Fund | Approximate
Value of One Creation Unit |
Standard
Creation/Redemption Transaction Fee |
Maximum
Additional Creation Transaction Fee* |
Maximum
Additional Redemption Transaction Fee* |
Schwab International Dividend Equity ETF | [ ] | [ ] | [ ] | [ ] |
* | As a percentage of total amount invested or redeemed. |
Schwab Strategic Trust | 811-22311 |
Schwab ® International Dividend Equity ETF | SCHY |
(1) | Purchase securities of an issuer, except as consistent with the maintenance of its status as an open-end diversified company under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(2) | Concentrate investments in a particular industry or group of industries, as concentration is defined under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time, except that the fund will concentrate its investments to approximately the same extent that its benchmark index concentrates in the securities of such particular industry or group of industries. |
(3) | Purchase or sell commodities, commodities contracts or real estate, lend or borrow money, issue senior securities, underwrite securities issued by others, or pledge, mortgage or hypothecate any of its assets, except as permitted by (or not prohibited by) the 1940 Act or the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(1) | Sell securities short unless it owns the security or the right to obtain the security or equivalent securities, or unless it covers such short sale as required by current SEC rules and interpretations (transactions in futures contracts, options and other derivative instruments are not considered selling securities short). |
(2) | Purchase securities on margin, except such short term credits as may be necessary for the clearance of purchases and sales of securities and provided that margin deposits in connection with futures contracts, options on futures or other derivative instruments shall not constitute purchasing securities on margin. |
(3) | Borrow money except that the fund may (i) borrow money from banks or through an interfund lending facility, if any, and engage in reverse repurchase agreements with any party provided that such borrowings and reverse repurchase agreements in combination do not exceed 33 1/3% of its total assets, including the amount borrowed (but not including temporary or emergency borrowings not exceeding 5%); and (ii) may borrow an additional amount up to 5% of its assets for temporary or emergency purposes. |
(4) | Lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties (this restriction does not apply to purchases of debt securities or repurchase agreements). |
(5) | Purchase securities (other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities) if, as a result of such purchase, 25% or more of the value of its total assets would be invested in any industry or group of industries (except that the fund may purchase securities to the extent that the index the fund is designed to track is also so concentrated). |
(6) | Purchase or sell physical commodities or commodity contracts based on physical commodities or invest in unmarketable interests in real estate limited partnerships or invest directly in real estate. For the avoidance of doubt, the foregoing policy does not prevent the fund from, among other things, (i) purchasing marketable securities of companies that deal in real estate or interests therein (including REITs); (ii) purchasing marketable securities of companies that deal in physical commodities or interests therein; and (iii) purchasing, selling and entering into futures contracts (including futures contracts on indices of securities, interest rates and currencies), options on futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments. |
Name,
Year of Birth, and Position(s) with the Trust (Term of Office and Length of Time Served1) |
Principal
Occupations During the Past Five Years |
Number
of Portfolios in Fund Complex Overseen by the Trustee |
Other
Directorships During the Past Five Years |
INDEPENDENT TRUSTEES | |||
Robert
W. Burns 1959 Trustee (Trustee of Schwab Strategic Trust since 2009; The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust since 2016) |
Retired/Private Investor (Jan. 2009-present). Formerly, Managing Director, Pacific Investment Management Company, LLC (PIMCO) (investment management firm) and President, PIMCO Funds. | [ ] | 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. | [ ] | Director (2005-2020), 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). | [ ] | 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). | [ ] | None |
David
L. Mahoney 1954 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust since 2011; Schwab Strategic Trust since 2016) |
Private Investor. | [ ] | 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). | [ ] | 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). | [ ] | Director (2008-present), KLA-Tencor Corporation |
Name,
Year of Birth, and Position(s) with the Trust (Term of Office and Length of Time Served1) |
Principal
Occupations During the Past Five Years |
Number
of Portfolios in Fund Complex Overseen by the Trustee |
Other
Directorships During the Past Five Years |
INDEPENDENT TRUSTEES | |||
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). | [ ] | 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). | [ ] | Director (2012-present), Eaton Corporation plc |
INTERESTED TRUSTEES | |||
Walter
W. Bettinger II2 1960 Chairman and Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2008; Schwab Strategic Trust since 2009; Laudus Trust since 2010) |
Director, President and Chief Executive Officer (Oct. 2008-present), The Charles Schwab Corporation; President and Chief Executive Officer (Oct. 2008-present) and Director (May 2008-present), Charles Schwab & Co., Inc.; Director (Apr. 2006-present), Charles Schwab Bank, SSB; Director (Nov. 2017-present), Charles Schwab Premier Bank, SSB; 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 (Oct. 2020-present), TD Ameritrade Holding Corporation; Director (July 2016-present), Charles Schwab Investment Management, Inc. | [ ] | 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.; Senior Vice President (June 2020-present), Charles Schwab Investment Advisory, 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. | [ ] | 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, SSB; Director (Nov. 2017-present), Charles Schwab Premier Bank, SSB; 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; Director (Oct. 2020-present), TD Ameritrade Holding Corporation. | [ ] | None |
Name,
Year of Birth, and Position(s) with the Trust (Term of Office and Length of Time Served3) |
Principal Occupations During the Past Five Years |
OFFICERS | |
Jonathan
de St. Paer 1973 President and Chief Executive Officer (Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2018) |
Director (Apr. 2019-present), President (Oct. 2018-present), and Chief Executive Officer (Apr. 2019-Nov. 2019), Charles Schwab Investment Management, Inc.; Senior Vice President (June 2020-present), Charles Schwab Investment Advisory, 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. |
Mark
Fischer 1970 Treasurer, Chief Financial Officer and Chief Operating 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) and Chief Operating Officer (Dec. 2020-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 CSC, the parent company of CSIM, the investment adviser for the trusts in the Fund Complex, is an employee and director of Charles Schwab & Co., Inc., the principal underwriter for The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust, and is a director of CSIM. Mr. de St. Paer is an Interested Trustee because he owns stock of CSC and is an employee and director of CSIM. Mr. Martinetto is an Interested Trustee because he owns stock of CSC and is an employee and director of Schwab. |
3 | The President, Treasurer and Secretary/Clerk hold office until their respective successors are chosen and qualified or until he or she sooner dies, resigns, is removed or becomes disqualified. Each of the other officers serves at the pleasure of the Board. |
• | The Audit, Compliance and Valuation Committee reviews the integrity of the Trust’s financial reporting processes and compliance policies, procedures and processes, and the Trust’s overall system of internal controls. The Audit, Compliance and Valuation Committee also reviews and evaluates the qualifications, independence and performance of the Trust’s independent auditors, and the implementation and operation of the Trust’s valuation policy and procedures. This Committee is comprised of at least three independent trustees and currently has the following members: Kiran M. Patel (Chair), John F. Cogan, Nancy F. Heller and Kimberly S. Patmore. The Committee met [ ] times during the most recent fiscal year. |
• | The Governance Committee reviews and makes recommendations to the Board regarding Trust governance-related matters, including but not limited to Board compensation practices, retirement policies and term limits, Board self-evaluations, the effectiveness and allocation of assignments and functions by the Board, the composition of Committees of the Board, and the training of trustees. The Governance Committee is responsible for selecting and nominating candidates to serve as trustees. The Governance Committee does not have a written policy with respect to consideration of candidates for trustee submitted by shareholders. However, if the Governance Committee determined that it would be in the best interests of the Trust to fill a vacancy on the Board, and a shareholder submitted a candidate for consideration by the Board to fill the vacancy, the Governance Committee would evaluate that candidate in the same manner as it evaluates nominees identified by the Governance Committee. Nominee recommendations may be submitted to the Secretary of the Trust at the Trust’s principal business address. This Committee is comprised of at least three independent trustees and currently has the following members: John F. Cogan (Chair), Stephen Timothy Kochis, David L. Mahoney and Kimberly S. Patmore. The Committee met [ ] times during the most recent fiscal year. |
• | The Investment Oversight Committee reviews the investment activities of the Trust and the performance of the fund’s investment adviser. This Committee is comprised of at least three trustees (at least two-thirds of whom shall be independent trustees) and currently has the following members: Gerald B. Smith (Chair), Robert W. Burns, Stephen Timothy Kochis, David L. Mahoney and Jane P. Moncreiff. The Committee met [ ] times during the most recent fiscal year. |
Name of Trustee | Estimated
Aggregate Compensation from the Fund in this SAI1 |
Pension
or Retirement Benefits Accrued as Part of Fund Expenses |
Total
Compensation from the Fund and Fund Complex Paid to Trustees2 |
Interested Trustees | |||
Walter W. Bettinger II | None | N/A | None |
Jonathan de St. Paer | None | N/A | None |
Joseph R. Martinetto | None | N/A | None |
Independent Trustees | |||
Robert W. Burns | [ ] | N/A | [ ] |
John F. Cogan | [ ] | N/A | [ ] |
Nancy F. Heller | [ ] | N/A | [ ] |
Name of Trustee | Estimated
Aggregate Compensation from the Fund in this SAI1 |
Pension
or Retirement Benefits Accrued as Part of Fund Expenses |
Total
Compensation from the Fund and Fund Complex Paid to Trustees2 |
Independent Trustees | |||
Stephen Timothy Kochis | [ ] | N/A | [ ] |
David L. Mahoney | [ ] | N/A | [ ] |
Jane P. Moncreiff | [ ] | N/A | [ ] |
Kiran M. Patel | [ ] | N/A | [ ] |
Kimberly S. Patmore | [ ] | N/A | [ ] |
Gerald B. Smith | [ ] | N/A | [ ] |
Name of Trustee | Dollar Range of Trustee Ownership of the Fund Included in the SAI | Aggregate
Dollar Range of Trustee Ownership in the Family of Investment Companies | |
Interested Trustees | |||
Walter W. Bettinger II | [ ] | ||
Schwab International Dividend Equity ETF | [ ] | ||
Jonathan de St. Paer1 | [ ] | ||
Schwab International Dividend Equity ETF | [ ] | ||
Joseph R. Martinetto | [ ] | ||
Schwab International Dividend Equity ETF | [ ] | ||
Independent Trustees | |||
Robert W. Burns | [ ] | ||
Schwab International Dividend Equity ETF | [ ] | ||
John F. Cogan | [ ] | ||
Schwab International Dividend Equity ETF | [ ] | ||
Nancy F. Heller | [ ] | ||
Schwab International Dividend Equity ETF | [ ] | ||
Stephen Timothy Kochis | [ ] | ||
Schwab International Dividend Equity ETF | [ ] | ||
David L. Mahoney | [ ] | ||
Schwab International Dividend Equity ETF | [ ] | ||
Jane P. Moncreiff | [ ] | ||
Schwab International Dividend Equity ETF | [ ] | ||
Kiran M. Patel | [ ] | ||
Schwab International Dividend Equity ETF | [ ] | ||
Kimberly S. Patmore | [ ] | ||
Schwab International Dividend Equity ETF | [ ] | ||
Gerald B. Smith | [ ] | ||
Schwab International Dividend Equity ETF | [ ] |
Fund | Fee |
Schwab International Dividend Equity ETF | [ ]% |
Registered
Investment Companies (this amount does not include the fund in this SAI) |
Other Pooled Investment Vehicles | Other Accounts | ||||
Name | Number of Accounts | Total Assets | Number of Accounts | Total Assets | Number of Accounts | Total Assets |
Christopher Bliss | [ ] | [ ] | 0 | $0 | 0 | $0 |
Chuck Craig | [ ] | [ ] | 0 | $0 | 0 | $0 |
Registered
Investment Companies (this amount does not include the fund in this SAI) |
Other Pooled Investment Vehicles | Other Accounts | ||||
Name | Number of Accounts | Total Assets | Number of Accounts | Total Assets | Number of Accounts | Total Assets |
Paul Holmquist | [ ] | [ ] | 0 | $0 | 0 | $0 |
Jane Qin | [ ] | [ ] | 0 | $0 | 0 | $0 |
David Rios | [ ] | [ ] | 0 | $0 | 0 | $0 |
• | 75% of the funding is based on equal weighting of Investment Fund Performance and Risk Management and Mitigation |
• | 25% of the funding is based on Corporate results |
• | Balancing safety of fund principal with appropriate limits that provide investment flexibility given existing market conditions |
• | Making timely sell recommendations to avoid significant deterioration of value resulting from the weakening condition of the issuer |
• | Escalating operating events and errors for prompt resolution |
• | Identifying largest risks and actively discussing with management |
• | Accurately validating fund information disseminated to the public (e.g., Annual and Semiannual reports, fund fact sheets, fund prospectus) |
• | Executing transactions timely and without material trade errors that result in losses to the fund |
• | Ensuring ongoing compliance with prospectus and investment policy guidelines |
• | Minimizing fund compliance exceptions |
• | Actively following up and resolving compliance exceptions |
• | Fund performance relative to performance measure |
• | Risk management and mitigation |
• | Individual performance against key objectives |
• | Contribution to overall group results |
• | Functioning as an active contributor to the firm’s success |
• | Team work |
• | Collaboration between Analysts and Portfolio Managers |
• | Regulatory/Compliance management |
Name of Fund | Approximate
Value of One Creation Unit |
Standard
Creation/Redemption Transaction Fee |
Maximum
Additional Creation Transaction Fee* |
Maximum
Additional Redemption Transaction Fee* |
Schwab International Dividend Equity ETF | [ ] | [ ] | [ ] | [ ] |
* | As a percentage of the total amount invested or redeemed. |
I. | INTRODUCTION |
II. | PHILOSOPHY |
III. | PROXY VOTING PRINCIPLES |
A. | DIRECTORS AND AUDITORS |
i. | Directors |
• | The board is not majority independent |
• | The board does not have any female directors and has not provided a reasonable explanation for its lack of gender diversity |
• | Non-independent directors serve on the nominating, compensation or audit committees |
• | Director recently failed to attend at least 75% of meetings or serves on an excessive number of publically traded company boards |
• | Directors approved executive compensation schemes that appear misaligned with shareholders’ interests |
• | Director recently acted in a manner inconsistent with these Proxy Policies or failed to be responsive to concerns of shareholders |
ii. | Auditors |
• | Audit-related fees are less than half of the total fees paid by the company to the audit firm |
• | A recent material restatement of annual financial statements |
• | A pattern of inaccurate audits or other behavior that may call into question an auditor’s effectiveness |
B. | BOARD MATTERS |
i. | Classified Boards |
• | The company did not implement a shareholder proposal that was passed by shareholders at two previous shareholder meetings |
• | The company nominated directors for election that did not receive a majority of shareholder support at the previous shareholder meeting |
• | The company had material financial statement restatements |
• | The company’s board adopted a Shareholder Rights Plan (a defensive tactic used by a company’s board to fight a hostile takeover, commonly referred to as a Poison Pill) during the past year and did not submit it to shareholders for approval |
ii. | Majority Voting |
iii. | Cumulative Voting |
iv. | Proxy Access |
• | The company did not implement a shareholder proposal that was passed by shareholders at two previous shareholder meetings |
• | The company nominated directors for election that did not receive a majority of shareholder support at the previous shareholder meeting |
• | The company had material financial statement restatements |
• | The company’s board adopted a Shareholder Rights Plan during the past year and did not submit it to shareholders for approval |
v. | Independent Chair |
• | The company did not implement a shareholder proposal that was passed by shareholders at two previous shareholder meetings |
• | The company nominated directors for election that did not receive a majority of shareholder support at the previous shareholder meeting |
• | The company had material financial statement restatements |
• | The company’s board adopted a Shareholder Rights Plan during the past year and did not submit it to shareholders for approval |
C. | COMPENSATION |
i. | Advisory Vote on Executive Compensation and Frequency |
• | Executive compensation is out of line with industry peers considering the company’s performance over time |
• | Executive compensation plan includes significant guaranteed bonuses or has a low amount of compensation at risk |
• | Executive compensation plan offers excessive perquisites, tax-gross up provisions, or golden parachutes |
ii. | Equity Compensation Plans |
• | Plan’s total potential dilution appears excessive |
• | Plan’s burn rate appears excessive compared to industry peers |
• | Plan allows for the re-pricing of options without shareholder approval |
• | Plan has an evergreen feature |
iii. | Employee Stock Purchase Plans |
iv. | Re-price/Exchange Option Plans |
D. | ANTI-TAKEOVER |
i. | Shareholder Rights Plans |
• | Plan does not expire in a relatively short time horizon |
• | Plan does not have a well-crafted permitted bid or qualified offer feature that mandates shareholder votes in certain situations |
• | Plan automatically renews without shareholder approval |
• | Company’s corporate governance profile |
ii. | Right to Call Special Meeting |
iii. | Right to Act by Written Consent |
iv. | Supermajority Voting |
E. | CAPITAL STRUCTURE, MERGERS AND ACQUISITIONS |
i. | Increase in Authorized Common Shares |
ii. | Preferred Shares |
iii. | Mergers and Acquisitions |
F. | ENVIRONMENTAL AND SOCIAL PROPOSALS |
Environmental and social shareholder proposals typically request companies to either change their business practices or enhance their disclosures. CSIM believes that, in most instances, the board is best positioned to determine a company’s strategy and manage its operations, and generally does not support shareholder proposals seeking a change in business practices. CSIM generally evaluates shareholder proposals seeking additional disclosures on relevant environmental and social issues based on a company’s current level of reporting, peer disclosures and the existence of controversies or litigation related to the issue. |
i. | Political Contribution Proposals |
IV. | ADMINISTRATION |
A. | CONFLICTS OF INTERESTS |
CSIM maintains the following practices that seek to prevent undue influence on its proxy voting activity. Such influence might arise from any relationship between the company holding the proxy (or any shareholder or board member of the company) and CSIM, CSIM’s affiliates, a Fund or a Fund affiliate, or a CSIM employee. | |
With respect to proxies of an underlying affiliated Fund, the Proxy Committee will vote such proxies in the same proportion as the vote of all other shareholders of such Fund (i.e., “echo vote”), unless otherwise required by law. When required by law or applicable exemptive order, the Proxy Committee will also “echo vote” proxies of an unaffiliated mutual fund or exchange traded fund. For example, certain exemptive orders issued to the Funds by the Securities and Exchange Commission and Section 12(d)(1)(F) of the Investment Company Act of 1940, as amended, require the Funds, under certain circumstances, to “echo vote” proxies of registered investment companies that serve as underlying investments of the Funds. | |
In addition, with respect to holdings of The Charles Schwab Corporation (“CSC”) (ticker symbol: SCHW), the Proxy Committee will vote such proxies in the same proportion as the vote of all other shareholders of CSC (i.e., “echo vote”), unless otherwise required by law. | |
Where the Proxy Committee has delegated an item to the Investment Stewardship Team or a portfolio manager of a fundamentally managed separate account, CSIM has taken certain steps to mitigate perceived or potential conflicts of interest, including, but not limited to, the following: |
• | maintaining a reporting structure that separates employees with voting authority from those with sales or business relationship authority; |
• | reporting of potential conflicts to the Proxy Committee to review the conflict and provide final vote determination; |
• | defaulting to the standard CSIM Proxy Voting Guidelines. |
B. | FOREIGN SECURITIES/SHAREBLOCKING |
• | proxy statements and ballots written in a foreign language; |
• | untimely and/or inadequate notice of shareholder meetings; |
• | restrictions of foreigner’s ability to exercise votes; |
• | requirements to vote proxies in person; |
• | requirements to provide local agents with power of attorney to facilitate CSIM’s voting instructions. |
C. | SECURITIES LENDING |
D. | SUB-ADVISORY RELATIONSHIPS |
E. | REPORTING AND RECORD RETENTION |
Item 29. | Persons Controlled By Or Under Common Control With The Registrant. |
Item 30. | Indemnification. |
Item 31. | Business And Other Connections Of Investment Adviser. |
Name and Position with Adviser | Name of Other Company | Capacity |
Walter W. Bettinger, II, Director | The Charles Schwab Corporation | Director, President and Chief Executive Officer |
Charles Schwab & Co., Inc. | Director, President and Chief Executive Officer | |
TD Ameritrade Holding Corporation | Director | |
Schwab Holdings, Inc. | Director, President and Chief Executive Officer | |
Schwab International Holdings, Inc. | President and Chief Executive Officer | |
Charles Schwab Bank, SSB | Director | |
Charles Schwab Premier Bank, SSB | Director | |
Charles Schwab Trust Bank | Director | |
Schwab (SIS) Holdings, Inc. I | President and Chief Executive Officer | |
Schwab Funds | Chairman and Trustee | |
Laudus Funds | Chairman and Trustee | |
Schwab ETFs | Chairman and Trustee | |
Peter B. Crawford, Director | The Charles Schwab Corporation | Executive Vice President and Chief Financial Officer |
Charles Schwab & Co., Inc. | Director, Executive Vice President and Chief Financial Officer | |
TD Ameritrade Holding Corporation | Director | |
Schwab Holdings, Inc. | Director, Executive Vice President and Chief Financial Officer | |
Charles Schwab Global Holdings, Inc. | Executive Vice President and Chief Financial Officer | |
Schwab International Holdings, Inc. | Executive Vice President and Chief Financial Officer | |
Performance Technologies, Inc. | Executive Vice President and Chief Financial Officer | |
Schwab (SIS) Holdings, Inc. I | Executive Vice President and Chief Financial Officer | |
Schwab Technology Holdings, Inc. | Executive Vice President and Chief Financial Officer | |
Richard A. Wurster, Chief Executive Officer | The Charles Schwab Corporation | Executive Vice President – Schwab Asset Management Solutions |
Charles Schwab & Co., Inc. | Executive Vice President – Schwab Asset Management Solutions | |
Charles Schwab Investment Advisory, Inc. | Director, Chief Executive Officer and President | |
Jonathan de St. Paer, Director and President | Charles Schwab & Co., Inc. | Senior Vice President |
Schwab Funds | Trustee, President and Chief Executive Officer | |
Laudus Funds | Trustee, President and Chief Executive Officer | |
Schwab ETFs | Trustee, President and Chief Executive Officer | |
Charles Schwab Worldwide Funds, plc | Director | |
Charles Schwab Asset Management (Ireland) Limited | Director | |
Charles Schwab Investment Advisory, Inc. | Senior Vice President |
Name and Position with Adviser | Name of Other Company | Capacity |
Omar Aguilar, Senior Vice President and Chief Investment Officer | Schwab Funds | Senior Vice President and Chief Investment Officer – Equities and Multi-Asset Strategies |
Laudus Funds | Senior Vice President and Chief Investment Officer – Equities and Multi-Asset Strategies | |
Schwab ETFs | Senior Vice President and Chief Investment Officer – Equities and Multi-Asset Strategies | |
Brett Wander, Senior Vice President and Chief Investment Officer | Schwab Funds | Senior Vice President and Chief Investment Officer – Fixed Income |
Laudus Funds | Senior Vice President and Chief Investment Officer – Fixed Income | |
Schwab ETFs | Senior Vice President and Chief Investment Officer – Fixed Income | |
William P. McMahon, Jr., Senior Vice President and Chief Investment Officer | None | None |
David Lekich, Senior Vice President and Chief Counsel | Charles Schwab & Co., Inc. | Senior Vice President |
Schwab Funds | Secretary and Chief Legal Officer | |
Laudus Funds | Vice President and Assistant Clerk | |
Schwab ETFs | Secretary and Chief Legal Officer | |
Michael Hogan, Senior Vice President and Chief Compliance Officer | Schwab Funds | Chief Compliance Officer |
Schwab ETFs | Chief Compliance Officer | |
Laudus Funds | Chief Compliance Officer | |
Charles Schwab & Co., Inc. | Senior Vice President and Chief Compliance Officer – IIMS Compliance | |
Bryan L. Olson, Senior Vice President and Chief Operating Officer | Charles Schwab Investment Advisory, Inc. | Senior Vice President and Chief Operating Officer |
Mark D. Fischer, Vice President and Chief Financial Officer | Schwab Funds | Treasurer, Chief Financial Officer and Chief Operating Officer |
Laudus Funds | Treasurer, Chief Financial Officer and Chief Operating Officer | |
Schwab ETFs | Treasurer, Chief Financial Officer and Chief Operating Officer | |
Charles Schwab Worldwide Funds, plc | Director | |
Charles Schwab Asset Management (Ireland) Limited | Director |
Item 32. | Principal Underwriter: |
Name | Position and Office with Underwriter | Positions and Offices with Registrant |
William M. Doran | Director | None |
Paul F. Klauder | Director | None |
Wayne M. Withrow | Director | None |
Kevin P. Barr | Director, President & Chief Executive Officer | None |
Name | Position and Office with Underwriter | Positions and Offices with Registrant |
Maxine J. Chou | Chief Financial Officer, Chief Operations Officer, & Treasurer | None |
Jennifer H. Campisi | Chief Compliance Officer, Anti-Money Laundering Officer & Assistant Secretary | None |
John C. Munch | General Counsel & Secretary | None |
Mark J. Held | Senior Vice President | None |
Lori L. White | Vice President & Assistant Secretary | None |
John P. Coary | Vice President & Assistant Secretary | None |
Robert M. Silvestri | Vice President | None |
Judith A. Rager | Vice President | None |
Jason McGhin | Vice President | None |
Gary Michael Reese | Vice President | None |
Item 33. | Location Of Accounts And Records. |
Item 34. | Management Services. |
Item 35. | Undertakings. |
SCHWAB STRATEGIC TRUST |
Registrant |
Jonathan de St. Paer* |
Jonathan de St. Paer, President and Chief Executive Officer |
Signature | Title | |
Walter
W. Bettinger II* Walter W. Bettinger II |
Chairman and Trustee | |
Jonathan
de St. Paer* Jonathan de St. Paer |
Trustee, President and Chief Executive Officer | |
Joseph
R. Martinetto* Joseph R. Martinetto |
Trustee | |
Robert
W. Burns* Robert W. Burns |
Trustee | |
John
F. Cogan* John F. Cogan |
Trustee | |
Nancy
F. Heller* Nancy F. Heller |
Trustee | |
Stephen
Timothy Kochis* Stephen Timothy Kochis |
Trustee | |
David
L. Mahoney* David L. Mahoney |
Trustee | |
Jane
P. Moncreiff* Jane P. Moncreiff |
Trustee | |
Kiran
M. Patel* Kiran M. Patel |
Trustee | |
Kimberly
S. Patmore* Kimberly S. Patmore |
Trustee | |
Gerald
B. Smith* Gerald B. Smith |
Trustee | |
Mark
D. Fischer* Mark D. Fischer |
Treasurer and Chief Financial Officer |
*By: | /s/
Douglas P. Dick Douglas P. Dick, Attorney-in-Fact Pursuant to Power of Attorney |
This ‘485APOS’ Filing | Date | Other Filings | ||
---|---|---|---|---|
1/19/22 | ||||
8/31/21 | 24F-2NT, N-CEN, N-CSR, N-CSRS, NPORT-P | |||
3/22/21 | 24F-2NT | |||
12/31/20 | 24F-2NT, 497, 497K, N-CEN, N-CSR, NPORT-P | |||
Filed on: | 12/21/20 | |||
8/31/20 | 24F-2NT, N-CEN, N-CSR, N-CSRS, NPORT-P | |||
1/31/20 | ||||
3/1/17 | 497, 497K, NSAR-B | |||
12/22/10 | ||||
10/27/09 | 8-A12B, N-1A/A | |||
10/12/09 | ||||
10/8/09 | N-1A/A | |||
7/15/09 | N-1A, N-8A | |||
1/27/09 | ||||
10/17/05 | ||||
10/1/05 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/19/21 Schwab Strategic Trust 485BXT 1:40K Toppan Merrill/FA |