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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/26/18 Schwab Strategic Trust 485BPOS 6/28/18 5:2.7M Donnelley … Solutions/FA → Schwab Fundamental Emerging Markets Large Co. Index ETF ⇒ FNDE → Schwab Fundamental International Large Co. Index ETF ⇒ FNDF → Schwab Fundamental International Small Co. Index ETF ⇒ FNDC → Schwab Fundamental U.S. Broad Market Index ETF ⇒ FNDB → Schwab Fundamental U.S. Large Co. Index ETF ⇒ FNDX → Schwab Fundamental U.S. Small Co. Index ETF ⇒ FNDA → Schwab U.S. REIT ETF ⇒ SCHH |
Document/Exhibit Description Pages Size 1: 485BPOS Post-Effective Amendment HTML 1.35M 2: EX-99.(I) Miscellaneous Exhibit HTML 8K 3: EX-99.(J)(1) Miscellaneous Exhibit HTML 5K 4: EX-99.(J)(11) Miscellaneous Exhibit HTML 7K 5: EX-99.(P)(2) Miscellaneous Exhibit HTML 102K
485BPOS |
Post-Effective Amendment No. 107 | ☒ |
Amendment No. 109 | ☒ |
Douglas
P. Dick, Esq. Dechert LLP 1900 K Street, N.W. Washington, DC 20006 |
John
M. Loder, Esq. Ropes & Gray LLP 800 Boylston Street Boston, MA 02199-3600 |
David J.
Lekich, Esq. Charles Schwab Investment Management, Inc. 211 Main Street San Francisco, CA 94105 |
Schwab Fundamental U.S. Broad Market Index ETF | FNDB |
Schwab Fundamental U.S. Large Company Index ETF | FNDX |
Schwab Fundamental U.S. Small Company Index ETF | FNDA |
Schwab Fundamental International Large Company Index ETF | FNDF |
Schwab Fundamental International Small Company Index ETF | FNDC |
Schwab Fundamental Emerging Markets Large Company Index ETF | FNDE |
* | SCHWAB is a registered trademark of Charles Schwab & Co., Inc. FUNDAMENTAL INDEX is a registered trademark of Research Affiliates LLC. |
Fund Summaries | |
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Ticker Symbol: | FNDB |
Shareholder Fees (fees paid directly from your investment) | |
None | |
Annual Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment) | |
Management fees | 0.25 |
Other expenses | None |
Total annual fund operating expenses | 0.25 |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$26 | $80 | $141 | $318 |
Average Annual Total Returns as of 12/31/17 | ||
1 Year | Since
Inception (8/15/13) | |
Before taxes | 16.67% | 11.82% |
After taxes on distributions | 16.11% | 11.29% |
After taxes on distributions and sale of shares | 9.85% | 9.28% |
Comparative Index (reflects no deduction for expenses or taxes) | ||
Russell RAFI US Index | 16.95% | 12.15% |
Ticker Symbol: | FNDX |
Shareholder Fees (fees paid directly from your investment) | |
None | |
Annual Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment) | |
Management fees | 0.25 |
Other expenses | None |
Total annual fund operating expenses | 0.25 |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$26 | $80 | $141 | $318 |
Average Annual Total Returns as of 12/31/17 | ||
1 Year | Since
Inception (8/15/13) | |
Before taxes | 17.09% | 11.86% |
After taxes on distributions | 16.54% | 11.36% |
After taxes on distributions and sale of shares | 10.07% | 9.32% |
Comparative Index (reflects no deduction for expenses or taxes) | ||
Russell RAFI US Large Company Index | 17.32% | 12.18% |
Ticker Symbol: | FNDA |
Shareholder Fees (fees paid directly from your investment) | |
None | |
Annual Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment) | |
Management fees | 0.25 |
Other expenses | None |
Total annual fund operating expenses | 0.25 |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$26 | $80 | $141 | $318 |
Average Annual Total Returns as of 12/31/17 | ||
1 Year | Since
Inception (8/15/13) | |
Before taxes | 12.84% | 11.44% |
After taxes on distributions | 12.39% | 11.06% |
After taxes on distributions and sale of shares | 7.46% | 8.96% |
Comparative Index (reflects no deduction for expenses or taxes) | ||
Russell RAFI US Small Company Index | 13.01% | 11.75% |
Ticker Symbol: | FNDF |
Shareholder Fees (fees paid directly from your investment) | |
None | |
Annual Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment) | |
Management fees | 0.25 |
Other expenses | None |
Total annual fund operating expenses | 0.25 |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$26 | $80 | $141 | $318 |
Average Annual Total Returns as of 12/31/17 | ||
1 Year | Since
Inception (8/15/13) | |
Before taxes | 23.81% | 6.61% |
After taxes on distributions | 23.31% | 6.22% |
After taxes on distributions and sale of shares | 14.19% | 5.22% |
Comparative Index (reflects no deduction for expenses or taxes) | ||
Russell RAFI Developed ex US Large Company Index (Net)1 | 23.83% | 6.80% |
1 | The net version of the index reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes. |
Ticker Symbol: | FNDC |
Shareholder Fees (fees paid directly from your investment) | |
None | |
Annual Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment) | |
Management fees | 0.39 |
Other expenses | None |
Total annual fund operating expenses | 0.39 |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$40 | $125 | $219 | $493 |
Average Annual Total Returns as of 12/31/17 | ||
1 Year | Since
Inception (8/15/13) | |
Before taxes | 29.04% | 10.33% |
After taxes on distributions | 28.45% | 9.92% |
After taxes on distributions and sale of shares | 16.92% | 8.12% |
Comparative Index (reflects no deduction for expenses or taxes) | ||
Russell RAFI Developed ex US Small Company Index (Net)1 | 29.31% | 10.85% |
1 | The net version of the index reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes. |
Ticker Symbol: | FNDE |
Shareholder Fees (fees paid directly from your investment) | |
None | |
Annual Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment) | |
Management fees | 0.39 |
Other expenses | None |
Total annual fund operating expenses | 0.39 |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$40 | $125 | $219 | $493 |
Average Annual Total Returns as of 12/31/17 | ||
1 Year | Since
Inception (8/15/13) | |
Before taxes | 26.18% | 5.66% |
After taxes on distributions | 25.66% | 5.36% |
After taxes on distributions and sale of shares | 15.41% | 4.45% |
Comparative Index (reflects no deduction for expenses or taxes) | ||
Russell RAFI Emerging Markets Large Company Index (Net)1 | 26.85% | 6.33% |
1 | The net version of the index reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes. |
Schwab Fundamental U.S. Broad Market Index ETF | FNDB |
Schwab Fundamental U.S. Large Company Index ETF | FNDX |
Schwab Fundamental U.S. Small Company Index ETF | FNDA |
Schwab Fundamental International Large Company Index ETF | FNDF |
Schwab Fundamental International Small Company Index ETF | FNDC |
Schwab Fundamental Emerging Markets Large Company Index ETF | FNDE |
3/1/17–
2/28/18 |
3/1/16–
2/28/17 |
3/1/15–
2/29/16 |
3/1/14–
2/28/15 |
8/14/13
1– 2/28/14 |
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Per-Share Data | ||||||
Net asset value at beginning of period | $ 33.82 | $ 27.37 | $ 30.54 | $ 27.36 | $ 25.00 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.75 2 | 0.67 2 | 0.65 2 | 0.54 | 0.21 | |
Net realized and unrealized gains (losses) | 3.09 | 6.45 | (3.18) | 3.14 | 2.28 | |
Total from investment operations | 3.84 | 7.12 | (2.53) | 3.68 | 2.49 | |
Less distributions: | ||||||
Distributions from net investment income | (0.71) | (0.67) | (0.64) | (0.50) | (0.13) | |
Net asset value at end of period | $ 36.95 | $ 33.82 | $ 27.37 | $ 30.54 | $ 27.36 | |
Total return | 11.51% | 26.32% | (8.34%) | 13.54% | 9.99% 3 | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.25% | 0.32% | 0.32% | 0.32% | 0.32% 4 | |
Net investment income (loss) | 2.14% | 2.17% | 2.23% | 2.14% | 2.11% 4 | |
Portfolio turnover rate5 | 10% | 10% | 12% | 10% | 5% 3 | |
Net assets, end of period (x 1,000) | $260,469 | $263,785 | $166,985 | $212,247 | $58,823 |
3/1/17–
2/28/18 |
3/1/16–
2/28/17 |
3/1/15–
2/29/16 |
3/1/14–
2/28/15 |
8/14/13
1– 2/28/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $ 33.91 | $ 27.57 | $ 30.55 | $ 27.27 | $ 25.00 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.78 2 | 0.70 2 | 0.69 2 | 0.52 | 0.21 | |
Net realized and unrealized gains (losses) | 3.21 | 6.29 | (3.10) | 3.25 | 2.18 | |
Total from investment operations | 3.99 | 6.99 | (2.41) | 3.77 | 2.39 | |
Less distributions: | ||||||
Distributions from net investment income | (0.70) | (0.65) | (0.57) | (0.49) | (0.12) | |
Net asset value at end of period | $ 37.20 | $ 33.91 | $ 27.57 | $ 30.55 | $ 27.27 | |
Total return | 11.91% | 25.66% | (7.92%) | 13.92% | 9.59% 3 | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.25% | 0.32% | 0.32% | 0.32% | 0.32% 4 | |
Net investment income (loss) | 2.22% | 2.26% | 2.39% | 2.24% | 2.20% 4 | |
Portfolio turnover rate5 | 9% | 10% | 11% | 10% | 6% 3 | |
Net assets, end of period (x 1,000) | $4,016,040 | $2,197,623 | $893,389 | $336,043 | $72,259 |
3/1/17–
2/28/18 |
3/1/16–
2/28/17 |
3/1/15–
2/29/16 |
3/1/14–
2/28/15 |
8/14/13
1– 2/28/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $ 34.89 | $ 26.47 | $ 30.68 | $ 28.44 | $ 25.00 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.52 2 | 0.45 2 | 0.41 2 | 0.34 | 0.12 | |
Net realized and unrealized gains (losses) | 1.98 | 8.37 | (4.25) | 2.22 | 3.41 | |
Total from investment operations | 2.50 | 8.82 | (3.84) | 2.56 | 3.53 | |
Less distributions: | ||||||
Distributions from net investment income | (0.49) | (0.40) | (0.37) | (0.32) | (0.09) | |
Net asset value at end of period | $ 36.90 | $ 34.89 | $ 26.47 | $ 30.68 | $ 28.44 | |
Total return | 7.22% | 33.56% | (12.60%) | 9.06% | 14.14% 3 | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.25% | 0.32% | 0.32% | 0.32% | 0.32% 4 | |
Net investment income (loss) | 1.45% | 1.43% | 1.43% | 1.32% | 1.16% 4 | |
Portfolio turnover rate5 | 21% | 23% | 23% | 22% | 9% 3 | |
Net assets, end of period (x 1,000) | $2,782,002 | $1,568,402 | $608,865 | $187,141 | $55,465 |
3/1/17–
2/28/18 |
3/1/16–
2/28/17 |
3/1/15–
2/29/16 |
3/1/14–
2/28/15 |
8/14/13
1– 2/28/14 |
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Per-Share Data | ||||||
Net asset value at beginning of period | $ 26.00 | $ 22.08 | $ 27.17 | $ 28.26 | $ 25.00 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.80 2 | 0.74 2 | 0.70 2 | 0.30 | 0.36 | |
Net realized and unrealized gains (losses) | 4.19 | 3.79 | (5.30) | (0.92) 3 | 3.04 | |
Total from investment operations | 4.99 | 4.53 | (4.60) | (0.62) | 3.40 | |
Less distributions: | ||||||
Distributions from net investment income | (0.71) | (0.61) | (0.49) | (0.47) | (0.14) | |
Net asset value at end of period | $ 30.28 | $ 26.00 | $ 22.08 | $ 27.17 | $ 28.26 | |
Total return | 19.19% | 20.62% | (17.02%) | (2.11%) | 13.60% 4 | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.25% | 0.32% | 0.32% | 0.32% | 0.32% 5 | |
Net investment income (loss) | 2.76% | 2.98% | 2.80% | 2.50% | 4.00% 5 | |
Portfolio turnover rate6 | 10% | 11% | 12% | 11% | 8% 4 | |
Net assets, end of period (x 1,000) | $3,630,569 | $1,928,861 | $885,348 | $290,670 | $62,164 |
3/1/17–
2/28/18 |
3/1/16–
2/28/17 |
3/1/15–
2/29/16 |
3/1/14–
2/28/15 |
8/14/13
1– 2/28/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $ 29.99 | $ 24.81 | $ 27.22 | $ 27.75 | $ 25.00 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.62 2 | 0.55 2 | 0.43 2 | 0.41 | 0.15 | |
Net realized and unrealized gains (losses) | 6.11 | 5.18 | (2.49) | (0.53) 3 | 2.78 | |
Total from investment operations | 6.73 | 5.73 | (2.06) | (0.12) | 2.93 | |
Less distributions: | ||||||
Distributions from net investment income | (0.70) | (0.55) | (0.35) | (0.41) | (0.18) | |
Net asset value at end of period | $ 36.02 | $ 29.99 | $ 24.81 | $ 27.22 | $ 27.75 | |
Total return | 22.47% | 23.26% | (7.64%) | (0.32%) | 11.73% 4 | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.39% | 0.46% | 0.46% | 0.46% | 0.46% 5 | |
Net investment income (loss) | 1.83% | 1.94% | 1.65% | 1.73% | 1.09% 5 | |
Portfolio turnover rate6 | 18% | 25% | 22% | 21% | 18% 4 | |
Net assets, end of period (x 1,000) | $1,811,898 | $866,749 | $379,667 | $68,046 | $24,977 |
3/1/17–
2/28/18 |
3/1/16–
2/28/17 |
3/1/15–
2/29/16 |
3/1/14–
2/28/15 |
8/14/13
1– 2/28/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $ 26.06 | $ 17.78 | $ 24.16 | $ 24.98 | $ 25.00 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.71 2 | 0.49 2 | 0.57 2 | 0.37 | 0.12 | |
Net realized and unrealized gains (losses) | 5.06 | 8.18 | (6.58) | (0.87) | (0.00) 3 | |
Total from investment operations | 5.77 | 8.67 | (6.01) | (0.50) | 0.12 | |
Less distributions: | ||||||
Distributions from net investment income | (0.61) | (0.39) | (0.37) | (0.32) | (0.14) | |
Net asset value at end of period | $ 31.22 | $ 26.06 | $ 17.78 | $ 24.16 | $ 24.98 | |
Total return | 22.32% | 49.03% | (24.92%) | (1.98%) | 0.45% 4 | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.39% | 0.46% | 0.46% | 0.46% | 0.46% 5 | |
Net investment income (loss) | 2.48% | 2.14% | 2.80% | 2.20% | 1.01% 5 | |
Portfolio turnover rate6 | 14% | 14% | 20% | 13% | 6% 4 | |
Net assets, end of period (x 1,000) | $2,200,763 | $1,011,273 | $359,092 | $96,642 | $22,482 |
Schwab Fundamental U.S. Broad Market Index ETF | FNDB |
Schwab Fundamental U.S. Large Company Index ETF | FNDX |
Schwab Fundamental U.S. Small Company Index ETF | FNDA |
Schwab Fundamental International Large Company Index ETF | FNDF |
Schwab Fundamental International Small Company Index ETF | FNDC |
Schwab Fundamental Emerging Markets Large Company Index ETF | FNDE |
Fund | Approximate
Value of One Creation Unit |
Standard
Creation/Redemption Transaction Fee |
Maximum
Additional Creation Transaction Fee* |
Maximum
Additional Redemption Transaction Fee* |
Schwab Fundamental U.S. Broad Market Index ETF | $1,866,000 | $ 1,000 | 3.0% | 2.0% |
Schwab Fundamental U.S. Large Company Index ETF | $1,868,500 | $ 500 | 3.0% | 2.0% |
Schwab Fundamental U.S. Small Company Index ETF | $1,973,000 | $ 500 | 3.0% | 2.0% |
Schwab Fundamental International Large Company Index ETF | $2,997,000 | $10,000 1 | 3.0% | 2.0% |
Schwab Fundamental International Small Company Index ETF | $3,563,000 | $10,000 1 | 3.0% | 2.0% |
Schwab Fundamental Emerging Markets Large Company Index ETF | $2,913,000 | $ 2,000 | 3.0% | 2.0% |
* | As a percentage of total amount invested or redeemed. |
1 | Prior to January 1, 2018, the Standard Creation/Redemption Transaction Fee was $12,500. |
Schwab Strategic Trust | 811-22311 |
Ticker Symbol: | SCHH |
Shareholder Fees (fees paid directly from your investment) | |
None | |
Annual Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment) | |
Management fees | 0.07 |
Other expenses | None |
Total annual fund operating expenses | 0.07 |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$7 | $23 | $40 | $90 |
Average Annual Total Returns as of 12/31/17 | |||
1 Year | 5 Years | Since
Inception (1/13/2011) | |
Before taxes | 3.70% | 8.96% | 10.18% |
After taxes on distributions | 2.72% | 7.80% | 9.07% |
After taxes on distributions and sale of shares | 2.09% | 6.48% | 7.63% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
Dow Jones U.S. Select REIT Index | 3.76% | 9.09% | 10.33% |
Schwab U.S. REIT ETF | SCHH |
3/1/17–
2/28/18 |
3/1/16–
2/28/17 |
3/1/15–
2/29/16 |
3/1/14–
2/28/15 |
3/1/13–
2/28/14 |
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Per-Share Data | ||||||
Net asset value at beginning of period | $ 42.08 | $ 37.71 | $ 40.04 | $ 33.06 | $ 31.96 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 1.20 1 | 1.04 1 | 1.03 1 | 0.92 | 0.80 | |
Net realized and unrealized gains (losses) | (5.28) | 4.48 | (2.38) | 6.91 | 1.08 | |
Total from investment operations | (4.08) | 5.52 | (1.35) | 7.83 | 1.88 | |
Less distributions: | ||||||
Distributions from net investment income | (0.92) | (1.15) | (0.98) | (0.85) | (0.78) | |
Net asset value at end of period | $ 37.08 | $ 42.08 | $ 37.71 | $ 40.04 | $ 33.06 | |
Total return | (9.91%) | 14.74% | (3.41%) | 24.04% | 6.08% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.07% | 0.07% | 0.07% | 0.07% | 0.07% | |
Net investment income (loss) | 2.93% | 2.50% | 2.70% | 2.56% | 2.52% | |
Portfolio turnover rate2 | 8% | 14% | 12% | 15% | 11% | |
Net assets, end of period (x 1,000) | $3,691,377 | $3,037,968 | $1,823,208 | $1,269,306 | $790,052 |
Schwab U.S. REIT ETF | SCHH |
Name of Fund | Approximate
Value of One Creation Unit |
Standard
Creation/Redemption Transaction Fee |
Maximum
Additional Creation Transaction Fee* |
Maximum
Additional Redemption Transaction Fee* |
Schwab U.S. REIT ETF | $2,017,000 | $250 | 3.0% | 2.0% |
* | As a percentage of total amount invested or redeemed. |
Schwab Strategic Trust | 811-22311 |
Schwab Fundamental U.S. Broad Market Index ETF | FNDB |
Schwab Fundamental U.S. Large Company Index ETF | FNDX |
Schwab Fundamental U.S. Small Company Index ETF | FNDA |
Schwab Fundamental International Large Company Index ETF | FNDF |
Schwab Fundamental International Small Company Index ETF | FNDC |
Schwab Fundamental Emerging Markets Large Company Index ETF | FNDE |
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Appendix – non-u.s. market Holiday schedules | |
APPENDIX – PROXY VOTING POLICY AND PROCEDURES |
(1) | Purchase securities of an issuer, except as consistent with the maintenance of its status as an open-end diversified company under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(2) | Concentrate investments in a particular industry or group of industries, as concentration is defined under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time, except that each fund will concentrate 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) | Invest more than 15% of its net assets in illiquid securities. |
(2) | Sell securities short unless it owns the security or the right to obtain the security or equivalent securities, or unless it covers such short sale as required by current SEC rules and interpretations (transactions in futures contracts, options and other derivative instruments are not considered selling securities short). |
(3) | Purchase securities on margin, except such short term credits as may be necessary for the clearance of purchases and sales of securities and provided that margin deposits in connection with futures contracts, options on futures or other derivative instruments shall not constitute purchasing securities on margin. |
(4) | Borrow money except that each fund 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. |
(5) | Lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties (this restriction does not apply to purchases of debt securities or repurchase agreements). |
(6) | Purchase securities (other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities) 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. |
(7) | Purchase or sell commodities, commodity contracts or real estate, including interests in real estate limited partnerships, provided that the fund may (i) purchase securities of companies that deal in real estate or interests therein (including REITs); (ii) purchase securities of companies that deal in precious metals or interests therein; and (iii) purchase, sell and enter into futures contracts (including futures contracts on indices of securities, interest rates and currencies), options on futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments. |
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. | 107 | Director, PS Business Parks, Inc. (2005-2012) |
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, The Hoover Institution at Stanford University (public policy think tank) (Oct. 1979-present); Senior Fellow, Stanford Institute for Economic Policy Research (2000-present); Professor of Public Policy, Stanford University (1994-2015). | 107 | Director, Gilead Sciences, Inc. (2005-present) |
Nancy
F. Heller 1956 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2018) |
President and Chairman, TIAA Charitable (financial services) (2014-2016); Senior Managing Director, TIAA (financial services) (2003-2016). | 107 | 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, Kochis Global (wealth management consulting) (May 2012-present); Chairman and CEO, Aspiriant, LLC (wealth management) (Jan. 2008-Apr. 2012). | 107 | 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. | 107 | Director,
Symantec Corporation (2003-present) Director, Corcept Therapeutics Incorporated (2004-present) Director, Adamas Pharmaceuticals, Inc. (2009-present) |
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, Intuit, Inc. (financial software and services firm for consumers and small businesses) (Dec. 2008-Sept. 2013). | 107 | Director, KLA-Tencor Corporation (2008-present) |
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, Patmore Management Consulting (management consulting) (2008-present). | 107 | None |
Name,
Year of Birth, and Position(s) with the Trust (Term of Office and Length of Time Served1) |
Principal
Occupations During the Past Five Years |
Number
of Portfolios in Fund Complex Overseen by the Trustee |
Other
Directorships During the Past Five Years |
INDEPENDENT TRUSTEES | |||
Gerald
B. Smith 1950 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2000; Laudus Trust since 2010; Schwab Strategic Trust since 2016) |
Chairman, Chief Executive Officer and Founder of Smith Graham & Co. (investment advisors) (Mar. 1990-present). | 107 | Director,
Eaton (2012-present) Director and Chairman of the Audit Committee, Oneok Partners LP (2003-2013) Director, Oneok, Inc. (2009-2013) Lead Independent Director, Board of Cooper Industries (2002-2012) |
Joseph
H. Wender 1944 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 Consultant, Goldman Sachs & Co., Inc. (investment banking and securities firm) (Jan. 2008-present); Co-CEO, Colgin Cellars, LLC (vineyards) (Feb. 1998-present). | 107 | Board
Member and Chairman of the Audit Committee, Ionis Pharmaceuticals (1994-present) Lead Independent Director and Chair of Audit Committee, OUTFRONT Media Inc. (2014-present) |
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, The Charles Schwab Corporation (Oct. 2008-present); President and Chief Executive Officer (Oct. 2008-present), Director (May 2008-present), Charles Schwab & Co., Inc.; Director, Charles Schwab Bank (Apr. 2006-present); Director (May 2008-present), President and Chief Executive Officer (Aug. 2017-present), Schwab Holdings, Inc.; and Director, Charles Schwab Investment Management, Inc. (July 2016-present). | 107 | Director, The Charles Schwab Corporation (2008-present) |
Marie
A. Chandoha2 1961 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2016) |
Director, President and Chief Executive Officer (Dec. 2010-present), Chief Investment Officer (Sept. 2010-Oct. 2011), Charles Schwab Investment Management, Inc.; Trustee (Jan. 2016-present), President, Chief Executive Officer (Dec. 2010-present), and Chief Investment Officer (Sept. 2010-Oct. 2011), Schwab Funds, Laudus Funds and Schwab ETFs; Director, Charles Schwab Worldwide Funds plc and Charles Schwab Asset Management (Ireland) Limited (Jan. 2011-present); Global Head of Fixed Income Business Division, BlackRock, Inc. (formerly Barclays Global Investors) (investment management firm) (Mar. 2007-Aug. 2010). | 107 | 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), Senior Executive Vice President (July 2015-Feb. 2018), The Charles Schwab Corporation; Senior Executive Vice President, Charles Schwab & Co., Inc. (July 2015-present); Chief Financial Officer (July 2015-Aug. 2017), Executive Vice President and Chief Financial Officer (May 2007-July 2015), The Charles Schwab Corporation and Charles Schwab & Co., Inc.; Director, Charles Schwab & Co., Inc. (May 2007-present); Director (Apr. 2010-present) and Chief Executive Officer (July 2013-Apr. 2015), Charles Schwab 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. | 107 | 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 | |
Marie
A. Chandoha 1961 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 2010) |
Director, President and Chief Executive Officer (Dec. 2010-present), Chief Investment Officer (Sept. 2010-Oct. 2011), Charles Schwab Investment Management, Inc.; Trustee (Jan. 2016-present), President, Chief Executive Officer (Dec. 2010-present), and Chief Investment Officer (Sept. 2010-Oct. 2011), Schwab Funds, Laudus Funds and Schwab ETFs; Director, Charles Schwab Worldwide Funds plc and Charles Schwab Asset Management (Ireland) Limited (Jan. 2011-present); Global Head of Fixed Income Business Division, BlackRock, Inc. (formerly Barclays Global Investors) (investment management firm) (Mar. 2007-Aug. 2010). |
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, Schwab Funds, Laudus Funds and Schwab ETFs (Jan. 2016-present); Assistant Treasurer, Schwab Funds and Laudus Funds (Dec. 2013-Dec. 2015), Schwab ETFs (Nov. 2013-Dec. 2015); Vice President, Charles Schwab Investment Management, Inc. (Oct. 2013-present); Executive Director, J.P. Morgan Investor Services (Apr. 2011-Sept. 2013); Assistant Treasurer, Massachusetts Financial Service Investment Management (May 2005-Mar. 2011). |
George
Pereira 1964 Senior Vice President and Chief Operating Officer (Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2004; Laudus Trust since 2006; Schwab Strategic Trust since 2009) |
Senior Vice President and Chief Financial Officer (Nov. 2004-present), Chief Operating Officer (Jan. 2011-present), Charles Schwab Investment Management, Inc.; Senior Vice President and Chief Operating Officer (Jan. 2016-present), Treasurer and Chief Financial Officer, Laudus Funds (June 2006-Dec. 2015); Treasurer and Principal Financial Officer, Schwab Funds (Nov. 2004-Dec. 2015) and Schwab ETFs (Oct. 2009-Dec. 2015); Director, Charles Schwab Worldwide Funds plc and Charles Schwab Asset Management (Ireland) Limited (Apr. 2005-present). |
Omar
Aguilar 1970 Senior Vice President and Chief Investment Officer – Equities and Multi-Asset Strategies (Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2011) |
Senior Vice President and Chief Investment Officer – Equities and Multi-Asset Strategies, Charles Schwab Investment Management, Inc. (Apr. 2011-present); Senior Vice President and Chief Investment Officer – Equities, Schwab Funds, Laudus Funds and Schwab ETFs (June 2011-present); Head of the Portfolio Management Group and Vice President of Portfolio Management, Financial Engines, Inc. (investment management firm) (May 2009-Apr. 2011); Head of Quantitative Equity, ING Investment Management (July 2004-Jan. 2009). |
Brett
Wander 1961 Senior Vice President and Chief Investment Officer – Fixed Income (Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2011) |
Senior Vice President and Chief Investment Officer – Fixed Income, Charles Schwab Investment Management, Inc. (Apr. 2011-present); Senior Vice President and Chief Investment Officer – Fixed Income, Schwab Funds, Laudus Funds and Schwab ETFs (June 2011-present); Senior Managing Director, Global Head of Active Fixed-Income Strategies, State Street Global Advisors (Jan. 2008-Oct. 2010); Director of Alpha Strategies Loomis, Sayles & Company (investment management firm) (Apr. 2006-Jan. 2008). |
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), Vice President (Mar. 2004-Sept. 2011), Charles Schwab & Co., Inc.; Senior Vice President and Chief Counsel (Sept. 2011-present), 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, Laudus Funds (Apr. 2011-present); 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, Charles Schwab & Co., Inc., Charles Schwab Investment Management, Inc. (July 2005-present); Vice President (Dec. 2005-present), 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, Schwab ETFs (Oct. 2009-present). |
1 | Each Trustee shall hold office until the election and qualification of his or her successor, or until he or she dies, resigns or is removed. The retirement policy requires that each independent trustee retire by December 31 of the year in which the Trustee turns 74 or the Trustee’s twentieth year of service as an independent trustee on any trust in the Fund Complex, whichever occurs first. |
2 | Mr. Bettinger, Ms. Chandoha and Mr. Martinetto are Interested Trustees. Mr. Bettinger is an Interested Trustee because he owns stock of CSC, the parent company of CSIM, the investment adviser for the trusts in the Fund Complex, is an employee and director of Schwab, the principal underwriter for The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios, and is a director of CSIM. Ms. Chandoha is an Interested Trustee because she owns stock of CSC and is an employee and director of CSIM. Mr. Martinetto is an Interested Trustee because he owns stock of CSC and is an employee and director of Schwab. |
3 | The President, Treasurer and Secretary/Clerk hold office until their respective successors are chosen and qualified or until he or she sooner dies, resigns, is removed or becomes disqualified. Each of the other officers serves at the pleasure of the Board. |
• | The Audit, Compliance and Valuation Committee reviews the integrity of the Trust’s financial reporting processes and compliance policies, procedures and processes, and the Trust’s overall system of internal controls. The Audit, Compliance and Valuation Committee also reviews and evaluates the qualifications, independence and performance of the Trust’s independent auditors, and the implementation and operation of the Trust’s valuation policy and procedures. This Committee is comprised of at least three independent trustees and currently has the following members: Kiran M. Patel (Chairman), John F. Cogan, Nancy F. Heller and Kimberly S. Patmore. The Committee met four times during the most recent fiscal year. |
• | The Governance Committee reviews and makes recommendations to the Board regarding Trust governance-related matters, including but not limited to Board compensation practices, retirement policies and term limits, Board self-evaluations, the effectiveness and allocation of assignments and functions by the Board, the composition of Committees of the Board, and the training of trustees. The Governance Committee is responsible for selecting and nominating candidates to serve as trustees. The Governance Committee does not have a written policy with respect to consideration of candidates for trustee submitted by shareholders. However, if the Governance Committee determined that it would be in the best interests of the Trust to fill a vacancy on the Board, and a shareholder submitted a candidate for consideration by the Board to fill the vacancy, the Governance Committee would evaluate that candidate in the same manner as it evaluates nominees identified by the Governance Committee. Nominee recommendations may be submitted to the Secretary of the Trust at the Trust’s principal business address. This Committee is comprised of at least three independent trustees and currently has the following members: John F. Cogan (Chairman), Stephen Timothy Kochis, David L. Mahoney and Joseph H. Wender. The Committee met four times during the most recent fiscal year. |
• | The Investment Oversight Committee reviews the investment activities of the Trust and the performance of the funds’ investment adviser. This Committee is comprised of at least three trustees (at least two-thirds of whom shall be independent trustees) and currently has the following members: Gerald B. Smith (Chairman), Robert W. Burns, Stephen Timothy Kochis, David L. Mahoney and Joseph H. Wender. The Committee met five times during the most recent fiscal year. |
Name of Trustee | Aggregate
Compensation from the Funds in this SAI |
Pension
or Retirement Benefits Accrued as Part of Fund Expenses |
Total
Compensation from the Funds and Fund Complex Paid to Trustees |
Interested Trustees | |||
Walter W. Bettinger II | None | N/A | None |
Marie A. Chandoha | None | N/A | None |
Joseph R. Martinetto | None | N/A | None |
Name of Trustee | Aggregate
Compensation from the Funds in this SAI |
Pension
or Retirement Benefits Accrued as Part of Fund Expenses |
Total
Compensation from the Funds and Fund Complex Paid to Trustees |
Independent Trustees | |||
Robert W. Burns | $13,559 | N/A | $293,500 |
John F. Cogan | $14,483 | N/A | $313,500 |
Nancy F. Heller1 | None | N/A | None |
Stephen Timothy Kochis | $13,559 | N/A | $293,500 |
David L. Mahoney | $13,559 | N/A | $293,500 |
Kiran M. Patel | $14,483 | N/A | $313,500 |
Kimberly S. Patmore | $13,559 | N/A | $293,500 |
Charles A. Ruffel2 | $13,559 | N/A | $293,500 |
Gerald B. Smith | $14,483 | N/A | $313,500 |
Joseph H. Wender | $13,559 | N/A | $293,500 |
1 | Ms. Heller joined the Board effective June 1, 2018. |
2 | Mr. Ruffel resigned effective May 15, 2018. |
Name of Trustee | Dollar Range of Trustee Ownership of the Funds Included in the SAI | Aggregate
Dollar Range of Trustee Ownership in the Family of Investment Companies | |
Interested Trustees | |||
Walter W. Bettinger II | Over $100,000 | ||
Schwab Fundamental U.S. Broad Market Index ETF | None | ||
Schwab Fundamental U.S. Large Company Index ETF | Over $100,000 | ||
Schwab Fundamental U.S. Small Company Index ETF | Over $100,000 | ||
Schwab Fundamental International Large Company Index ETF | Over $100,000 | ||
Schwab Fundamental International Small Company Index ETF | Over $100,000 | ||
Schwab Fundamental Emerging Markets Large Company Index ETF | Over $100,000 | ||
Marie A. Chandoha | Over $100,000 | ||
Schwab Fundamental U.S. Broad Market Index ETF | None | ||
Schwab Fundamental U.S. Large Company Index ETF | None | ||
Schwab Fundamental U.S. Small Company Index ETF | None | ||
Schwab Fundamental International Large Company Index ETF | None | ||
Schwab Fundamental International Small Company Index ETF | None | ||
Schwab Fundamental Emerging Markets Large Company Index ETF | None | ||
Joseph R. Martinetto | Over $100,000 | ||
Schwab Fundamental U.S. Broad Market Index ETF | None | ||
Schwab Fundamental U.S. Large Company Index ETF | $1-$10,000 | ||
Schwab Fundamental U.S. Small Company Index ETF | $1-$10,000 | ||
Schwab Fundamental International Large Company Index ETF | $1-$10,000 | ||
Schwab Fundamental International Small Company Index ETF | $1-$10,000 | ||
Schwab Fundamental Emerging Markets Large Company Index ETF | $1-$10,000 |
Name of Trustee | Dollar Range of Trustee Ownership of the Funds Included in the SAI | Aggregate
Dollar Range of Trustee Ownership in the Family of Investment Companies | |
Independent Trustees | |||
Robert W. Burns | Over $100,000 | ||
Schwab Fundamental U.S. Broad Market Index ETF | None | ||
Schwab Fundamental U.S. Large Company Index ETF | Over $100,000 | ||
Schwab Fundamental U.S. Small Company Index ETF | Over $100,000 | ||
Schwab Fundamental International Large Company Index ETF | Over $100,000 | ||
Schwab Fundamental International Small Company Index ETF | Over $100,000 | ||
Schwab Fundamental Emerging Markets Large Company Index ETF | Over $100,000 | ||
John F. Cogan | Over $100,000 | ||
Schwab Fundamental U.S. Broad Market Index ETF | None | ||
Schwab Fundamental U.S. Large Company Index ETF | None | ||
Schwab Fundamental U.S. Small Company Index ETF | None | ||
Schwab Fundamental International Large Company Index ETF | None | ||
Schwab Fundamental International Small Company Index ETF | None | ||
Schwab Fundamental Emerging Markets Large Company Index ETF | None | ||
Nancy F. Heller1 | None | ||
Schwab Fundamental U.S. Broad Market Index ETF | None | ||
Schwab Fundamental U.S. Large Company Index ETF | None | ||
Schwab Fundamental U.S. Small Company Index ETF | None | ||
Schwab Fundamental International Large Company Index ETF | None | ||
Schwab Fundamental International Small Company Index ETF | None | ||
Schwab Fundamental Emerging Markets Large Company Index ETF | None | ||
Stephen Timothy Kochis | Over $100,000 | ||
Schwab Fundamental U.S. Broad Market Index ETF | None | ||
Schwab Fundamental U.S. Large Company Index ETF | None | ||
Schwab Fundamental U.S. Small Company Index ETF | None | ||
Schwab Fundamental International Large Company Index ETF | None | ||
Schwab Fundamental International Small Company Index ETF | None | ||
Schwab Fundamental Emerging Markets Large Company Index ETF | Over $100,000 | ||
David L. Mahoney | $10,001-$50,000 | ||
Schwab Fundamental U.S. Broad Market Index ETF | None | ||
Schwab Fundamental U.S. Large Company Index ETF | None | ||
Schwab Fundamental U.S. Small Company Index ETF | None | ||
Schwab Fundamental International Large Company Index ETF | None | ||
Schwab Fundamental International Small Company Index ETF | None | ||
Schwab Fundamental Emerging Markets Large Company Index ETF | None | ||
Kiran M. Patel | Over $100,000 | ||
Schwab Fundamental U.S. Broad Market Index ETF | None | ||
Schwab Fundamental U.S. Large Company Index ETF | None | ||
Schwab Fundamental U.S. Small Company Index ETF | None | ||
Schwab Fundamental International Large Company Index ETF | None | ||
Schwab Fundamental International Small Company Index ETF | None | ||
Schwab Fundamental Emerging Markets Large Company Index ETF | None |
Name of Trustee | Dollar Range of Trustee Ownership of the Funds Included in the SAI | Aggregate
Dollar Range of Trustee Ownership in the Family of Investment Companies | |
Independent Trustees | |||
Kimberly S. Patmore | Over $100,000 | ||
Schwab Fundamental U.S. Broad Market Index ETF | None | ||
Schwab Fundamental U.S. Large Company Index ETF | None | ||
Schwab Fundamental U.S. Small Company Index ETF | None | ||
Schwab Fundamental International Large Company Index ETF | None | ||
Schwab Fundamental International Small Company Index ETF | $10,001-$50,000 | ||
Schwab Fundamental Emerging Markets Large Company Index ETF | None | ||
Gerald B. Smith | Over $100,000 | ||
Schwab Fundamental U.S. Broad Market Index ETF | None | ||
Schwab Fundamental U.S. Large Company Index ETF | None | ||
Schwab Fundamental U.S. Small Company Index ETF | None | ||
Schwab Fundamental International Large Company Index ETF | Over $100,000 | ||
Schwab Fundamental International Small Company Index ETF | Over $100,000 | ||
Schwab Fundamental Emerging Markets Large Company Index ETF | Over $100,000 | ||
Joseph H. Wender | Over $100,000 | ||
Schwab Fundamental U.S. Broad Market Index ETF | None | ||
Schwab Fundamental U.S. Large Company Index ETF | None | ||
Schwab Fundamental U.S. Small Company Index ETF | None | ||
Schwab Fundamental International Large Company Index ETF | None | ||
Schwab Fundamental International Small Company Index ETF | None | ||
Schwab Fundamental Emerging Markets Large Company Index ETF | None |
Fund | Name and Address | Percentage of Ownership |
Schwab Fundamental U.S. Broad Market Index ETF | Charles
Schwab & Co., Inc. 211 Main Street San Francisco, CA 94105-1905 |
86.35% |
The
Retirement Planning Group, Inc. 11512 W. 119th Street Overland, KS 66213 |
7.95% 1 |
Fund | Name and Address | Percentage of Ownership |
Schwab Fundamental U.S. Large Company Index ETF | Charles
Schwab & Co., Inc. 211 Main Street San Francisco, CA 94105-1905 |
92.97% |
Charles
Schwab Investment Advisory, Inc. Schwab Intelligent Portfolios 211 Main Street San Francisco, CA 94105-1905 |
74.85% 1 | |
Schwab Fundamental U.S. Small Company Index ETF | Charles
Schwab & Co., Inc. 211 Main Street San Francisco, CA 94105-1905 |
88.17% |
Charles
Schwab Investment Advisory, Inc. Schwab Intelligent Portfolios 211 Main Street San Francisco, CA 94105-1905 |
65.55% 1 | |
Credit
Suisse Securities (USA) LLC 00443 Pershing LLC 1 Pershing Plaza Jersey City, New Jersey 07399 |
8.05% | |
Schwab Fundamental International Large Company Index ETF | Charles
Schwab & Co., Inc. 211 Main Street San Francisco, CA 94105-1905 |
80.66% |
Charles
Schwab Investment Advisory, Inc. Schwab Intelligent Portfolios 211 Main Street San Francisco, CA 94105-1905 |
57.59% 1 | |
State
Street Bank & Trust State Street Global Corp Action Dept. JAB5W P.O. Box 1631 Boston, MA 02105 |
5.44% | |
Schwab Fundamental International Small Company Index ETF | Charles
Schwab & Co., Inc. 211 Main Street San Francisco, CA 94105-1905 |
90.20% |
Charles
Schwab Investment Advisory, Inc. Schwab Intelligent Portfolios 211 Main Street San Francisco, CA 94105-1905 |
59.14% 1 | |
Schwab Fundamental Emerging Markets Large Company Index ETF | Charles
Schwab & Co., Inc. 211 Main Street San Francisco, CA 94105-1905 |
80.12% |
Charles
Schwab Investment Advisory, Inc. Schwab Intelligent Portfolios 211 Main Street San Francisco, CA 94105-1905 |
52.42% 1 | |
State
Street Bank & Trust State Street Global Corp Action Dept. JAB5W P.O. Box 1631 Boston, MA 02105 |
6.02% |
1 | These shares are held within the Charles Schwab & Co., Inc. account listed elsewhere in the table. |
Fund | Fee |
Schwab Fundamental U.S. Broad Market Index ETF | 0.25% |
Schwab Fundamental U.S. Large Company Index ETF | 0.25% |
Schwab Fundamental U.S. Small Company Index ETF | 0.25% |
Schwab Fundamental International Large Company Index ETF | 0.25% |
Schwab Fundamental International Small Company Index ETF | 0.39% |
Schwab Fundamental Emerging Markets Large Company Index ETF | 0.39% |
Fund | 2018 | 2017 | 2016 |
Schwab Fundamental U.S. Broad Market Index ETF | $ 678,959 | $ 663,405 | $ 661,770 |
Schwab Fundamental U.S. Large Company Index ETF | $7,720,460 | $4,670,959 | $2,276,066 |
Schwab Fundamental U.S. Small Company Index ETF | $5,388,679 | $3,203,597 | $1,362,889 |
Schwab Fundamental International Large Company Index ETF | $7,153,725 | $4,206,891 | $2,095,812 |
Schwab Fundamental International Small Company Index ETF | $5,334,709 | $2,625,077 | $1,298,070 |
Schwab Fundamental Emerging Markets Large Company Index ETF | $5,980,991 | $2,955,225 | $1,206,886 |
Schwab
Fundamental U.S. Broad Market Index ETF |
Schwab
Fundamental U.S. Large Company Index ETF |
Schwab
Fundamental U.S. Small Company Index ETF | |||
Gross income from securities lending activities | $43,051 | $503,083 | $2,143,810 | ||
Fees and/or compensation paid for securities lending activities and related services: | |||||
Fees paid to securities lending agent from a revenue split | $ 3,630 | $ 42,394 | $ 181,397 | ||
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in a revenue split | $ 1,079 | $ 11,430 | $ 56,102 | ||
Administrative fees not included in revenue split | - | - | - | ||
Indemnification fees not included in revenue split | - | - | - | ||
Rebates (paid to borrower) | $ 94 | $ 1,099 | $ 681 | ||
Other fees not included in revenue split | - | - | - | ||
Aggregate fees/compensation paid for securities lending activities | $ 4,803 | $ 54,923 | $ 238,180 | ||
Net income from securities lending activities* | $38,248 | $448,160 | $1,905,630 |
Schwab
Fundamental International Large Company Index ETF |
Schwab
Fundamental International Small Company Index ETF |
Schwab
Fundamental Emerging Markets Large Company Index ETF | |||
Gross income from securities lending activities | $1,159,578 | $1,874,819 | $19,348 | ||
Fees and/or compensation paid for securities lending activities and related services: | |||||
Fees paid to securities lending agent from a revenue split | $ 101,161 | $ 155,009 | $ 1,763 | ||
Fees
paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in a revenue split |
$ 19,661 | $ 38,813 | $ 1,147 | ||
Administrative fees not included in revenue split | - | - | - | ||
Indemnification fees not included in revenue split | - | - | - | ||
Rebates (paid to borrower) | $ 14,628 | $ 11,290 | $ 321 | ||
Other fees not included in revenue split | - | - | - | ||
Aggregate fees/compensation paid for securities lending activities | $ 135,450 | $ 205,112 | $ 3,231 | ||
Net income from securities lending activities* | $1,024,128 | $1,669,707 | $16,117 |
* | “Net income from securities lending activities” may not match the fund’s current financial statements, which may reflect certain accrual adjustments. |
Registered
Investment Companies (this amount does not include the funds in this SAI) |
Other Pooled Investment Vehicles | Other Accounts | ||||
Name | Number of Accounts | Total Assets | Number of Accounts | Total Assets | Number of Accounts | Total Assets |
Christopher Bliss | 27 | $144,889,143,167 | 0 | $0 | 0 | $0 |
Chuck Craig | 8 | $ 29,382,775,513 | 0 | $0 | 0 | $0 |
Ferian Juwono | 19 | $115,506,367,655 | 0 | $0 | 0 | $0 |
Jane Qin | 8 | $ 29,382,775,513 | 0 | $0 | 0 | $0 |
David Rios | 8 | $ 29,382,775,513 | 0 | $0 | 0 | $0 |
Sabya Sinha | 19 | $115,506,367,655 | 0 | $0 | 0 | $0 |
• | 75% of the funding is based on equal weighting of Investment Fund Performance and Risk Management and Mitigation |
• | 25% of the funding is based on Corporate results |
• | Balancing safety of fund principal with appropriate limits that provide investment flexibility given existing market conditions |
• | Making timely sell recommendations to avoid significant deterioration of value resulting from the weakening condition of the issuer |
• | Escalating operating events and errors for prompt resolution |
• | Identifying largest risks and actively discussing with management |
• | Accurately validating fund information disseminated to the public (e.g., Annual and Semiannual reports, fund fact sheets, fund prospectus) |
• | Executing transactions timely and without material trade errors that result in losses to the funds |
• | Ensuring ongoing compliance with prospectus and investment policy guidelines |
• | Minimizing fund compliance exceptions |
• | Actively following up and resolving compliance exceptions |
• | Fund performance relative to performance measure |
• | Risk management and mitigation |
• | Individual performance against key objectives |
• | Contribution to overall group results |
• | Functioning as an active contributor to the firm’s success |
• | Team work |
• | Collaboration between Analysts and Portfolio Managers |
• | Regulatory/Compliance management. |
Portfolio Manager | Fund | Dollar Range of Fund Shares Owned |
Christopher Bliss | Schwab Fundamental U.S. Broad Market Index ETF | None |
Schwab Fundamental U.S. Large Company Index ETF | None | |
Schwab Fundamental U.S. Small Company Index ETF | None | |
Schwab Fundamental International Large Company Index ETF | None | |
Schwab Fundamental International Small Company Index ETF | None | |
Schwab Fundamental Emerging Markets Large Company Index ETF | None | |
Chuck Craig | Schwab Fundamental International Large Company Index ETF | $1-$10,000 |
Schwab Fundamental International Small Company Index ETF | $10,001-$50,000 | |
Schwab Fundamental Emerging Markets Large Company Index ETF | $10,001-$50,000 | |
Ferian Juwono | Schwab Fundamental U.S. Broad Market Index ETF | None |
Schwab Fundamental U.S. Large Company Index ETF | None | |
Schwab Fundamental U.S. Small Company Index ETF | None | |
Jane Qin | Schwab Fundamental International Large Company Index ETF | None |
Schwab Fundamental International Small Company Index ETF | None | |
Schwab Fundamental Emerging Markets Large Company Index ETF | None | |
David Rios | Schwab Fundamental International Large Company Index ETF | None |
Schwab Fundamental International Small Company Index ETF | None | |
Schwab Fundamental Emerging Markets Large Company Index ETF | None | |
Sabya Sinha | Schwab Fundamental U.S. Broad Market Index ETF | None |
Schwab Fundamental U.S. Large Company Index ETF | None | |
Schwab Fundamental U.S. Small Company Index ETF | None |
Fund | 2018 | 2017 |
Schwab Fundamental U.S. Broad Market Index ETF | 10% | 10% |
Fund | 2018 | 2017 |
Schwab Fundamental U.S. Large Company Index ETF | 9% | 10% |
Schwab Fundamental U.S. Small Company Index ETF | 21% | 23% |
Schwab Fundamental International Large Company Index ETF | 10% | 11% |
Schwab Fundamental International Small Company Index ETF | 18% | 25% |
Schwab Fundamental Emerging Markets Large Company Index ETF | 14% | 14% |
Fund | 2018 | 2017 | 2016 |
Schwab Fundamental U.S. Broad Market Index ETF | $ 8,291 | $ 11,882 | $ 19,148 |
Schwab Fundamental U.S. Large Company Index ETF | $ 59,766 | $ 59,622 | $ 41,776 |
Schwab Fundamental U.S. Small Company Index ETF | $243,478 | $211,214 | $113,510 |
Schwab Fundamental International Large Company Index ETF | $ 65,644 | $ 60,433 | $ 11,179 |
Schwab Fundamental International Small Company Index ETF | $ 78,944 | $ 77,559 | $ 9,059 |
Schwab Fundamental Emerging Markets Large Company Index ETF | $656,838 | $343,983 | $222,953 |
Fund | Regular Broker-Dealer | Value of Holdings* |
Schwab Fundamental U.S. Broad Market Index ETF | Merrill Lynch, Pierce, Fenner & Smith, Inc. | $ 1,576,046 |
Goldman Sachs & Co. LLC | $ 1,221,573 | |
Morgan Stanley | $ 362,113 | |
Charles Schwab & Co., Inc. | $ 146,176 | |
Schwab Fundamental U.S. Large Company Index ETF | Citigroup Global Markets, Inc. | $31,284,717 |
Merrill Lynch, Pierce, Fenner & Smith, Inc. | $26,213,695 | |
Goldman Sachs & Co. LLC | $20,458,583 | |
Morgan Stanley | $ 6,049,768 | |
Charles Schwab & Co., Inc. | $ 2,551,322 | |
Schwab Fundamental U.S. Small Company Index ETF | None | N/A |
Schwab Fundamental International Large Company Index ETF | HSBC Securities (USA), Inc. | $42,735,007 |
SG Americas Securities, LLC | $14,929,424 | |
Credit Suisse Securities (USA) LLC | $ 7,599,473 | |
UBS Securities LLC | $ 6,324,471 | |
Macquarie Capital (USA) Inc. | $ 3,607,479 | |
RBS Securities, Inc. | $ 1,827,721 | |
Schwab Fundamental International Small Company Index ETF | None | N/A |
Schwab Fundamental Emerging Markets Large Company Index ETF | CITIC Group | $ 6,795,384 |
Banco Santander, S.A. | $ 1,553,602 |
* | Includes securities issued by regular broker-dealer’s parent and affiliates, if any. |
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 Fundamental U.S. Broad Market Index ETF | $1,866,000 | $ 1,000 | 3.0% | 2.0% |
Schwab Fundamental U.S. Large Company Index ETF | $1,868,500 | $ 500 | 3.0% | 2.0% |
Schwab Fundamental U.S. Small Company Index ETF | $1,973,000 | $ 500 | 3.0% | 2.0% |
Schwab Fundamental International Large Company Index ETF | $2,997,000 | $10,000 1 | 3.0% | 2.0% |
Schwab Fundamental International Small Company Index ETF | $3,563,000 | $10,000 1 | 3.0% | 2.0% |
Schwab Fundamental Emerging Markets Large Company Index ETF | $2,913,000 | $ 2,000 | 3.0% | 2.0% |
* | As a percentage of the total amount invested or redeemed. |
1 | Prior to January 1, 2018, the Standard Creation/Redemption Transaction Fee was $12,500. |
Argentina | ||||
January
1 February 12 February 13 March 24 |
March
30 April 2 May 1 |
May
25 June 17 June 20 |
July
9 August 20 October 15 |
November
19 December 8 December 25 |
Australia | ||||
January
1 January 10 January 26 February 12 February 28 March 5 March 6 March 12 |
March
30 March 31 April 1 April 2 April 3 April 25 May 4 May 7 |
May
28 June 4 June 11 June 29 July 6 July 13 July 20 July 27 |
August
6 August 15 September 24 September 28 October 1 October 5 October 11 October 19 |
October
25 November 5 November 6 November 30 December 24 December 25 December 26 December 31 |
Austria | ||||
January
1 January 6 March 30 April 2 |
May
1 May 10 May 21 |
May
31 August 15 October 26 |
November
1 December 8 December 24 |
December
25 December 26 December 31 |
Belgium | ||||
January
1 March 30 April 2 |
May
1 May 10 May 21 |
July
21 August 15 November 1 |
November
11 December 24 December 25 |
December
26 December 31 |
Brazil | ||||
January
1 January 25 February 12 February 13 |
March
30 April 21 May 1 May 31 |
July
9 September 7 October 12 |
November
2 November 15 November 20 |
December
24 December 25 December 31 |
Canada | ||||
January
1 February 12 February 19 March 30 |
April
2 May 21 June 21 June 24 |
July
1 July 2 August 6 |
August
20 September 3 October 8 |
November
12 December 25 December 26 |
Chile | ||||
January
1 March 30 March 31 May 1 |
May
21 July 2 July 16 August 15 |
September
17 September 18 September 19 October 8 |
October
15 November 1 November 2 |
December
8 December 25 December 31 |
China | ||||
January
1 February 15 February 16 February 17 February 18 February 19 February 20 |
February
21 March 8 April 5 April 6 April 7 April 29 April 30 |
May
1 May 2 May 4 June 1 June 16 June 17 June 18 |
August
1 September 22 September 23 September 24 October 1 October 2 |
October
3 October 4 October 5 October 6 October 7 December 25 |
Colombia | ||||
January
1 January 8 March 19 March 29 |
March
30 May 1 May 14 June 4 |
June
11 July 2 July 20 August 7 |
August
20 October 15 November 5 |
November
12 December 8 December 25 |
The Czech Republic | ||||
January
1 March 30 April 2 |
May
1 May 8 July 5 |
July
6 September 28 October 28 |
November
17 December 24 December 25 |
December
26 December 31 |
Denmark | ||||
January
1 March 29 March 30 |
April
1 April 2 April 27 |
May
10 May 11 May 20 |
May
21 June 5 December 24 |
December
25 December 26 December 31 |
Egypt
The Egyptian market is closed every Friday. | ||||
January
1 January 7 January 25 April 8 |
April
9 April 25 May 1 June 15 |
June
16 June 17 July 1 July 23 |
August
20 August 21 August 22 August 23 |
September
11 October 6 November 20 November 21 |
Finland | ||||
January
1 January 6 March 30 April 1 |
April
2 May 1 May 10 |
May
20 June 22 June 23 |
November
3 December 6 December 24 |
December
25 December 26 December 31 |
France | ||||
January
1 March 30 April 2 |
May
1 May 8 May 10 |
May
20 May 21 July 14 |
August
15 November 1 November 11 |
December
25 December 26 |
Germany | ||||
January
1 January 6 March 30 April 1 |
April
2 May 1 May 10 May 20 |
May
21 May 31 August 15 October 3 |
October
31 November 1 November 21 December 24 |
December
25 December 26 December 31 |
Greece | ||||
January
1 January 6 February 19 March 25 |
March
30 April 2 April 6 April 8 |
April
9 May 1 May 27 |
May
28 August 15 October 28 |
December
24 December 25 December 26 |
Hong Kong | ||||
January
1 February 16 February 17 February 18 |
February
19 March 30 March 31 April 2 |
April
5 May 1 May 22 June 18 |
July
1 July 2 September 25 October 1 |
October
17 December 25 December 26 |
Hungary | ||||
January
1 March 15 March 16 March 30 |
April
2 April 30 May 1 May 21 |
August
20 October 22 October 23 |
November
1 November 2 December 24 |
December
25 December 26 December 31 |
India | ||||
January
1 January 2 January 11 January 12 January 14 January 15 January 16 January 18 January 22 January 23 January 24 January 25 January 26 January 31 February 10 February 13 February 15 February 16 February 19 February 20 March 1 March 2 March 23 |
March
5 March 18 March 20 March 22 March 25 March 29 March 30 March 31 April 1 April 5 April 13 April 14 April 15 April 18 April 30 May 1 May 7 May 16 May 25 May 29 June 11 June 14 June 30 |
June
15 June 16 June 17 June 28 July 6 July 13 July 14 July 20 July 31 August 1 August 3 August 13 August 14 August 15 August 16 August 17 August 22 August 23 August 24 August 25 August 26 September 13 September 18 |
August
27 September 3 September 13 September 14 September 19 September 20 September 21 September 23 September 28 October 2 October 8 October 9 October 10 October 16 October 17 October 18 October 19 October 23 October 24 October 26 October 30 October 31 November 7 |
November
1 November 6 November 7 November 8 November 8 November 9 November 13 November 14 November 16 November 21 November 23 November 24 November 26 December 3 December 5 December 12 December 18 December 19 December 25 December 26 December 30 December 31 |
Indonesia | ||||
January
1 February 16 March 17 March 30 April 14 |
May
1 May 10 May 29 June 1 June 13 |
June
14 June 15 June 16 June 18 |
June
19 August 17 August 22 September 11 |
November
20 December 24 December 25 December 31 |
Ireland | ||||
January
1 March 17 March 19 |
March
30 April 2 |
May
7 June 4 |
August
6 October 29 |
December
25 December 26 |
Israel
The Israel market is closed every Friday. | ||||
March
1 March 31 April 5 |
April
6 April 18 April 19 |
May
20 July 22 September 9 |
September
10 September 11 September 19 |
September
24 October 1 |
Italy | ||||
January
1 January 6 March 30 |
April
1 April 2 April 25 |
May
1 June 2 August 15 |
November
1 December 8 December 24 |
December
25 December 26 December 31 |
Japan | ||||
January
1 January 2 January 3 January 8 February 11 |
February
12 March 21 April 29 April 30 May 3 |
May
4 May 5 July 16 August 11 September 17 |
September
23 September 24 October 8 November 3 |
November
23 December 23 December 24 December 31 |
Luxembourg | ||||
January
1 April 2 |
May
1 May 10 |
May
21 June 23 |
August
15 November 1 |
December
25 December 26 |
Malaysia | ||||
January
1 January 14 January 21 January 31 February 1 February 16 February 17 February 18 March 4 March 23 |
March
30 April 14 April 15 April 26 May 1 May 7 May 17 May 29 May 30 May 31 |
June
1 June 2 June 14 June 15 June 16 June 17 July 7 July 14 July 22 August 22 |
August
23 August 31 September 9 September 10 September 11 September 16 September 17 October 6 October 12 |
October
15 October 24 November 2 November 6 November 11 November 12 November 20 December 11 December 25 |
Mexico | ||||
January
1 February 5 March 19 March 29 |
March
30 April 2 April 30 May 1 |
May
5 July 1 September 16 |
October
12 November 2 November 19 |
December
1 December 12 December 25 |
Netherlands | ||||
January
1 March 30 April 1 |
April
2 April 27 May 1 |
May
5 May 10 |
May
20 May 21 |
December
25 December 26 |
New Zealand | ||||
January
1 January 2 January 22 January 29 |
February
6 March 12 March 26 March 30 |
April
2 April 3 April 25 June 4 |
September
24 October 19 October 22 October 29 |
November
16 December 3 December 25 December 26 |
Norway | ||||
January
1 March 29 March 30 |
April
1 April 2 May 1 |
May
10 May 17 May 20 |
May
21 December 24 December 25 |
December
26 December 31 |
Philippines | ||||
January
1 February 16 February 25 March 29 |
March
30 March 31 April 9 May 1 |
June
12 June 15 August 21 August 27 |
November
1 November 2 November 30 December 24 |
December
25 December 30 December 31 |
Poland | ||||
January
1 January 6 March 30 April 1 |
April
2 May 1 May 3 |
May
20 May 31 August 15 |
November
1 November 11 December 24 |
December
25 December 26 December 31 |
Portugal | ||||
January
1 March 30 April 1 |
April
2 April 25 May 1 |
May
31 June 10 August 15 |
October
5 November 1 December 1 |
December
8 December 25 December 26 |
Russia | ||||
January
1 January 2 January 3 January 4 |
January
5 January 7 January 8 February 23 |
March
8 March 9 March 18 April 30 |
May
1 May 2 May 9 June 11 |
June 12 November 4 November 5 December 31 |
Singapore | ||||
January
1 February 16 February 17 |
March
30 May 1 |
May
29 June 15 |
August
9 August 22 |
November
6 December 25 |
South Africa | ||||
January
1 March 21 March 30 |
April
2 April 27 May 1 |
June
16 August 9 September 24 |
December
16 December 17 |
December
25 December 26 |
South Korea | ||||
January
1 February 15 February 16 February 17 March 1 |
May
1 May 5 May 7 May 22 |
May
29 June 6 June 13 August 15 |
September
23 September 24 September 25 September 26 |
October
3 October 9 December 25 December 31 |
Spain | ||||
January
1 January 6 February 28 March 1 March 19 March 29 March 30 |
April
2 April 23 May 1 May 2 May 15 May 17 May 30 |
May
31 June 9 June 13 July 25 July 28 August 6 August 15 |
August
22 September 8 September 11 September 15 September 17 October 9 October 12 |
November
1 November 9 December 3 December 6 December 8 December 25 December 26 |
Sweden | ||||
January
1 January 6 March 30 April 1 |
April
2 May 1 May 10 |
May
20 June 6 June 22 |
June
23 November 3 December 24 |
December
25 December 26 December 31 |
Switzerland | ||||
January
1 January 2 January 6 March 1 March 19 |
March
30 April 2 May 1 May 10 May 20 |
May
21 May 31 June 29 August 1 August 15 |
September
6 September 16 September 17 November 1 |
December
8 December 25 December 26 December 31 |
Taiwan | ||||
January
1 February 13 February 14 February 15 |
February
16 February 17 February 18 February 19 |
February
20 February 28 April 4 April 5 |
April
6 May 1 June 18 |
September
24 October 10 December 31 |
Thailand | ||||
January
1 January 2 February 16 March 1 April 6 |
April
13 April 14 April 15 April 16 May 1 |
May
10 May 29 June 15 July 27 July 28 |
July
30 August 12 August 13 October 13 October 15 |
October
23 December 5 December 10 December 25 December 31 |
Turkey | ||||
January
1 April 23 May 1 |
May
19 June 15 June 16 |
June
17 July 15 August 21 |
August
22 August 23 August 24 |
August
30 October 29 |
United Kingdom | ||||
January
1 January 2 January 15 |
March
17 March 19 March 30 |
April
2 May 7 May 28 |
July
12 August 6 August 27 |
November
30 December 25 December 26 |
I. | INTRODUCTION |
II. | PHILOSOPHY |
III. | PROXY VOTING GUIDELINES |
A. | DIRECTORS AND AUDITORS |
i. | Directors |
• | The board is not majority independent |
• | Non-independent directors serve on the nominating, compensation or audit committees |
• | Director recently failed to attend at least 75% of meetings or serves on an excessive number of publically traded company boards |
• | Directors approved executive compensation schemes that appear misaligned with shareholders’ interests |
• | Director recently acted in a manner inconsistent with these Proxy Policies or failed to be responsive to concerns of a majority of shareholders |
ii. | Auditors |
• | Audit-related fees are less than half of the total fees paid by the company to the audit firm |
• | A recent material restatement of annual financial statements |
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 (also known 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 Poison Pill 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 Poison Pill 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 (“Poison Pills”) |
• | 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 change their business practices or to enhance their disclosures. CSIM believes that in most instances, the board is best positioned to evaluate the impact of these proposals on the company’s business. Therefore, CSIM generally defers to the board’s recommendation unless the proposal has successfully articulated a demonstrable tangible economic impact on shareholder value. |
i. | Political Contribution Proposals |
IV. | ADMINISTRATION |
A. | CONFLICTS OF INTERESTS |
With respect to proxies of an underlying affiliated Fund, the Proxy Committee will vote such proxies in the same proportion as the vote of all other shareholders of such Fund (i.e., “echo vote”), unless otherwise required by law. When required by law or applicable exemptive order, the Proxy Committee will also “echo vote” proxies of an unaffiliated mutual fund or exchange traded fund (“ETF”). For example, certain exemptive orders issued to the Funds by the Securities and Exchange Commission and Section 12(d)(1)(F) of the Investment Company Act of 1940, as amended, require the Funds, under certain circumstances, to “echo vote” proxies of registered investment companies that serve as underlying investments of the Funds. | |
In addition, with respect to holdings of The Charles Schwab Corporation (“CSC”) (ticker symbol: SCHW), the Proxy Committee will vote such proxies in the same proportion as the vote of all other shareholders of CSC (i.e., “echo vote”), unless otherwise required by law. | |
Other than proxies that will be “echo voted”, proxy issues that present material conflicts of interest between CSIM, and/or any of its affiliates, and CSIM’s clients will be delegated to Glass Lewis to be voted in accordance with CSIM’s Proxy Voting Guidelines. | |
B. | FOREIGN SECURITIES/SHAREBLOCKING |
CSIM has arrangements with Glass Lewis for the execution of proxy votes. However, voting proxies with respect to shares of foreign securities may involve significantly greater effort and corresponding cost than voting proxies with respect to domestic securities, due to the variety of regulatory schemes and corporate practices in foreign countries with respect to proxy voting. Problems voting foreign proxies may include the following: |
• | proxy statements and ballots written in a foreign language; |
• | untimely and/or inadequate notice of shareholder meetings; |
• | restrictions of foreigner’s ability to exercise votes; |
• | requirements to vote proxies in person; |
• | requirements to provide local agents with power of attorney to facilitate CSIM’s voting instructions. |
C. | SECURITIES LENDING |
D. | SUB-ADVISORY RELATIONSHIPS |
E. | REPORTING AND RECORD RETENTION |
Schwab U.S. REIT ETF™ | SCHH |
(1) | Concentrate investments in a particular industry or group of industries, as concentration is defined under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time, except that the fund may concentrate its investments to approximately the same extent that the index the fund is designed to track concentrates in the securities of such particular industry or group of industries and the fund may invest without limitation in (a) securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, and (b) tax-exempt obligations of state or municipal governments and their political subdivisions. |
(2) | Purchase or sell commodities, commodities contracts or real estate, lend or borrow money, issue senior securities, underwrite securities issued by others, or pledge, mortgage or hypothecate any of its assets, except as permitted by (or not prohibited by) the 1940 Act or the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(1) | Invest more than 15% of its net assets in illiquid securities. |
(2) | Sell securities short unless it owns the security or the right to obtain the security or equivalent securities, or unless it covers such short sale as required by current SEC rules and interpretations (transactions in futures contracts, options and other derivative instruments are not considered selling securities short). |
(3) | Purchase securities on margin, except such short term credits as may be necessary for the clearance of purchases and sales of securities and provided that margin deposits in connection with futures contracts, options on futures or other derivative instruments shall not constitute purchasing securities on margin. |
(4) | Borrow money except that 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. |
(5) | Lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties (this restriction does not apply to purchases of debt securities or repurchase agreements). |
(6) | Purchase securities (other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities) 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). |
(7) | Purchase or sell physical commodities or commodity contracts based on physical commodities or invest in unmarketable interests in real estate limited partnerships or invest directly in real estate. For the avoidance of doubt, the foregoing policy does not prevent 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. | 107 | Director, PS Business Parks, Inc. (2005-2012) |
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, The Hoover Institution at Stanford University (public policy think tank) (Oct. 1979-present); Senior Fellow, Stanford Institute for Economic Policy Research (2000-present); Professor of Public Policy, Stanford University (1994-2015). | 107 | Director, Gilead Sciences, Inc. (2005-present) |
Nancy
F. Heller 1956 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2018) |
President and Chairman, TIAA Charitable (financial services) (2014-2016); Senior Managing Director, TIAA (financial services) (2003-2016). | 107 | 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, Kochis Global (wealth management consulting) (May 2012-present); Chairman and CEO, Aspiriant, LLC (wealth management) (Jan. 2008-Apr. 2012). | 107 | 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. | 107 | Director,
Symantec Corporation (2003-present) Director, Corcept Therapeutics Incorporated (2004-present) Director, Adamas Pharmaceuticals, Inc. (2009-present) |
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 | |||
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, Intuit, Inc. (financial software and services firm for consumers and small businesses) (Dec. 2008-Sept. 2013). | 107 | Director, KLA-Tencor Corporation (2008-present) |
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, Patmore Management Consulting (management consulting) (2008-present). | 107 | 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 of Smith Graham & Co. (investment advisors) (Mar. 1990-present). | 107 | Director,
Eaton (2012-present) Director and Chairman of the Audit Committee, Oneok Partners LP (2003-2013) Director, Oneok, Inc. (2009-2013) Lead Independent Director, Board of Cooper Industries (2002-2012) |
Joseph
H. Wender 1944 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 Consultant, Goldman Sachs & Co., Inc. (investment banking and securities firm) (Jan. 2008-present); Co-CEO, Colgin Cellars, LLC (vineyards) (Feb. 1998-present). | 107 | Board
Member and Chairman of the Audit Committee, Ionis Pharmaceuticals (1994-present) Lead Independent Director and Chair of Audit Committee, OUTFRONT Media Inc. (2014-present) |
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, The Charles Schwab Corporation (Oct. 2008-present); President and Chief Executive Officer (Oct. 2008-present), Director (May 2008-present), Charles Schwab & Co., Inc.; Director, Charles Schwab Bank (Apr. 2006-present); Director (May 2008-present), President and Chief Executive Officer (Aug. 2017-present), Schwab Holdings, Inc.; and Director, Charles Schwab Investment Management, Inc. (July 2016-present). | 107 | Director, The Charles Schwab Corporation (2008-present) |
Marie
A. Chandoha2 1961 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2016) |
Director, President and Chief Executive Officer (Dec. 2010-present), Chief Investment Officer (Sept. 2010-Oct. 2011), Charles Schwab Investment Management, Inc.; Trustee (Jan. 2016-present), President, Chief Executive Officer (Dec. 2010-present), and Chief Investment Officer (Sept. 2010-Oct. 2011), Schwab Funds, Laudus Funds and Schwab ETFs; Director, Charles Schwab Worldwide Funds plc and Charles Schwab Asset Management (Ireland) Limited (Jan. 2011-present); Global Head of Fixed Income Business Division, BlackRock, Inc. (formerly Barclays Global Investors) (investment management firm) (Mar. 2007-Aug. 2010). | 107 | None |
Name,
Year of Birth, and Position(s) with the Trust (Term of Office and Length of Time Served1) |
Principal
Occupations During the Past Five Years |
Number
of Portfolios in Fund Complex Overseen by the Trustee |
Other
Directorships During the Past Five Years |
INTERESTED TRUSTEES | |||
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), Senior Executive Vice President (July 2015-Feb. 2018), The Charles Schwab Corporation; Senior Executive Vice President, Charles Schwab & Co., Inc. (July 2015-present); Chief Financial Officer (July 2015-Aug. 2017), Executive Vice President and Chief Financial Officer (May 2007-July 2015), The Charles Schwab Corporation and Charles Schwab & Co., Inc.; Director, Charles Schwab & Co., Inc. (May 2007-present); Director (Apr. 2010-present) and Chief Executive Officer (July 2013-Apr. 2015), Charles Schwab 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. | 107 | 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 | |
Marie
A. Chandoha 1961 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 2010) |
Director, President and Chief Executive Officer (Dec. 2010-present), Chief Investment Officer (Sept. 2010-Oct. 2011), Charles Schwab Investment Management, Inc.; Trustee (Jan. 2016-present), President, Chief Executive Officer (Dec. 2010-present), and Chief Investment Officer (Sept. 2010-Oct. 2011), Schwab Funds, Laudus Funds and Schwab ETFs; Director, Charles Schwab Worldwide Funds plc and Charles Schwab Asset Management (Ireland) Limited (Jan. 2011-present); Global Head of Fixed Income Business Division, BlackRock, Inc. (formerly Barclays Global Investors) (investment management firm) (Mar. 2007-Aug. 2010). |
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, Schwab Funds, Laudus Funds and Schwab ETFs (Jan. 2016-present); Assistant Treasurer, Schwab Funds and Laudus Funds (Dec. 2013-Dec. 2015), Schwab ETFs (Nov. 2013-Dec. 2015); Vice President, Charles Schwab Investment Management, Inc. (Oct. 2013-present); Executive Director, J.P. Morgan Investor Services (Apr. 2011-Sept. 2013); Assistant Treasurer, Massachusetts Financial Service Investment Management (May 2005-Mar. 2011). |
George
Pereira 1964 Senior Vice President and Chief Operating Officer (Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2004; Laudus Trust since 2006; Schwab Strategic Trust since 2009) |
Senior Vice President and Chief Financial Officer (Nov. 2004-present), Chief Operating Officer (Jan. 2011-present), Charles Schwab Investment Management, Inc.; Senior Vice President and Chief Operating Officer (Jan. 2016-present), Treasurer and Chief Financial Officer, Laudus Funds (June 2006-Dec. 2015); Treasurer and Principal Financial Officer, Schwab Funds (Nov. 2004-Dec. 2015) and Schwab ETFs (Oct. 2009-Dec. 2015); Director, Charles Schwab Worldwide Funds plc and Charles Schwab Asset Management (Ireland) Limited (Apr. 2005-present). |
Omar
Aguilar 1970 Senior Vice President and Chief Investment Officer – Equities and Multi-Asset Strategies (Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2011) |
Senior Vice President and Chief Investment Officer – Equities and Multi-Asset Strategies, Charles Schwab Investment Management, Inc. (Apr. 2011-present); Senior Vice President and Chief Investment Officer – Equities, Schwab Funds, Laudus Funds and Schwab ETFs (June 2011-present); Head of the Portfolio Management Group and Vice President of Portfolio Management, Financial Engines, Inc. (investment management firm) (May 2009-Apr. 2011); Head of Quantitative Equity, ING Investment Management (July 2004-Jan. 2009). |
Brett
Wander 1961 Senior Vice President and Chief Investment Officer – Fixed Income (Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2011) |
Senior Vice President and Chief Investment Officer – Fixed Income, Charles Schwab Investment Management, Inc. (Apr. 2011-present); Senior Vice President and Chief Investment Officer – Fixed Income, Schwab Funds, Laudus Funds and Schwab ETFs (June 2011-present); Senior Managing Director, Global Head of Active Fixed-Income Strategies, State Street Global Advisors (Jan. 2008-Oct. 2010); Director of Alpha Strategies Loomis, Sayles & Company (investment management firm) (Apr. 2006-Jan. 2008). |
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 | |
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), Vice President (Mar. 2004-Sept. 2011), Charles Schwab & Co., Inc.; Senior Vice President and Chief Counsel (Sept. 2011-present), 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, Laudus Funds (Apr. 2011-present); 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, Charles Schwab & Co., Inc., Charles Schwab Investment Management, Inc. (July 2005-present); Vice President (Dec. 2005-present), 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, Schwab ETFs (Oct. 2009-present). |
1 | Each Trustee shall hold office until the election and qualification of his or her successor, or until he or she dies, resigns or is removed. The retirement policy requires that each independent trustee retire by December 31 of the year in which the Trustee turns 74 or the Trustee’s twentieth year of service as an independent trustee on any trust in the Fund Complex, whichever occurs first. |
2 | Mr. Bettinger, Ms. Chandoha and Mr. Martinetto are Interested Trustees. Mr. Bettinger is an Interested Trustee because he owns stock of CSC, the parent company of CSIM, the investment adviser for the trusts in the Fund Complex, is an employee and director of Schwab, the principal underwriter for The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios, and is a director of CSIM. Ms. Chandoha is an Interested Trustee because she owns stock of CSC and is an employee and director of CSIM. Mr. Martinetto is an Interested Trustee because he owns stock of CSC and is an employee and director of Schwab. |
3 | The President, Treasurer and Secretary/Clerk hold office until their respective successors are chosen and qualified or until he or she sooner dies, resigns, is removed or becomes disqualified. Each of the other officers serves at the pleasure of the Board. |
• | The Audit, Compliance and Valuation Committee reviews the integrity of the Trust’s financial reporting processes and compliance policies, procedures and processes, and the Trust’s overall system of internal controls. The Audit, Compliance and Valuation Committee also reviews and evaluates the qualifications, independence and performance of the Trust’s independent auditors, and the implementation and operation of the Trust’s valuation policy and procedures. This Committee is comprised of at least three independent trustees and currently has the following members: Kiran M. Patel (Chairman), John F. Cogan, Nancy F. Heller and Kimberly S. Patmore. The Committee met four times during the most recent fiscal year. |
• | The Governance Committee reviews and makes recommendations to the Board regarding Trust governance-related matters, including but not limited to Board compensation practices, retirement policies and term limits, Board self-evaluations, the effectiveness and allocation of assignments and functions by the Board, the composition of Committees of the Board, and the training of trustees. The Governance Committee is responsible for selecting and nominating candidates to serve as trustees. The Governance Committee does not have a written policy with respect to consideration of candidates for trustee submitted by shareholders. However, if the Governance Committee determined that it would be in the best interests of the Trust to fill a vacancy on the Board, and a shareholder submitted a candidate for consideration by the Board to fill the vacancy, the Governance Committee would evaluate that candidate in the same manner as it evaluates nominees identified by the Governance Committee. Nominee recommendations may be submitted to the Secretary of the Trust at the Trust’s principal business address. This Committee is comprised of at least three independent trustees and currently has the following members: John F. Cogan (Chairman), Stephen Timothy Kochis, David L. Mahoney and Joseph H. Wender. The Committee met four times during the most recent fiscal year. |
• | The Investment Oversight Committee reviews the investment activities of the Trust and the performance of the 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 (Chairman), Robert W. Burns, Stephen Timothy Kochis, David L. Mahoney and Joseph H. Wender. The Committee met five times during the most recent fiscal year. |
Name of Trustee | Aggregate
Compensation from the Fund in this SAI |
Pension
or Retirement Benefits Accrued as Part of Fund Expenses |
Total
Compensation from the Fund and Fund Complex Paid to Trustees |
Interested Trustees | |||
Walter W. Bettinger II | None | N/A | None |
Marie A. Chandoha | None | N/A | None |
Joseph R. Martinetto | None | N/A | None |
Independent Trustees | |||
Robert W. Burns | $2,996 | N/A | $293,500 |
John F. Cogan | $3,200 | N/A | $313,500 |
Nancy F. Heller1 | None | N/A | None |
Stephen Timothy Kochis | $2,996 | N/A | $293,500 |
David L. Mahoney | $2,996 | N/A | $293,500 |
Kiran M. Patel | $3,200 | N/A | $313,500 |
Kimberly S. Patmore | $2,996 | N/A | $293,500 |
Charles A. Ruffel2 | $2,996 | N/A | $293,500 |
Gerald B. Smith | $3,200 | N/A | $313,500 |
Joseph H. Wender | $2,996 | N/A | $293,500 |
1 | Ms. Heller joined the Board effective June 1, 2018. |
2 | Mr. Ruffel resigned effective May 15, 2018. |
Name of Trustee | Dollar Range of Trustee Ownership of the Fund Included in the SAI | Aggregate
Dollar Range of Trustee Ownership in the Family of Investment Companies | |
Interested Trustees | |||
Walter W. Bettinger II | Schwab U.S. REIT ETF | Over $100,000 | Over $100,000 |
Marie A. Chandoha | Schwab U.S. REIT ETF | $10,001-$50,000 | Over $100,000 |
Joseph R. Martinetto | Schwab U.S. REIT ETF | $1-$10,000 | Over $100,000 |
Independent Trustees | |||
Robert W. Burns | Schwab U.S. REIT ETF | Over $100,000 | Over $100,000 |
John F. Cogan | Schwab U.S. REIT ETF | None | Over $100,000 |
Nancy F. Heller1 | Schwab U.S. REIT ETF | None | None |
Stephen Timothy Kochis | Schwab U.S. REIT ETF | None | Over $100,000 |
Name of Trustee | Dollar Range of Trustee Ownership of the Fund Included in the SAI | Aggregate
Dollar Range of Trustee Ownership in the Family of Investment Companies | |
Independent Trustees | |||
David L. Mahoney | Schwab U.S. REIT ETF | None | $10,001-$50,000 |
Kiran M. Patel | Schwab U.S. REIT ETF | None | Over $100,000 |
Kimberly S. Patmore | Schwab U.S. REIT ETF | None | Over $100,000 |
Gerald B. Smith | Schwab U.S. REIT ETF | Over $100,000 | Over $100,000 |
Joseph H. Wender | Schwab U.S. REIT ETF | None | Over $100,000 |
Fund | Name and Address | Percent of Ownership |
Schwab U.S. REIT ETF | Charles
Schwab & Co., Inc. 211 Main St. San Francisco, CA 94105 |
59.85% |
Charles
Schwab Investment Advisory, Inc. Schwab Intelligent Portfolios 211 Main St. San Francisco, CA 94105 |
20.76% 1 | |
Ameritrade,
Inc. 1005 N. Ameritrade Pl. Bellevue, NE 68005 |
14.14% | |
National
Financial Services Corporation 1000 Plaza 5-10 FL Jersey City, NJ 07311 |
5.65% | |
Financial
Engines Advisors LLC 1050 Enterprise Way, 3rd Floor Sunnyvale, CA 94089 |
5.59% |
1 | These shares are held within the Charles Schwab & Co., Inc. account listed elsewhere in the table. |
Fund | 2018 | 2017 | 2016 |
Schwab U.S. REIT ETF | $2,489,776 | $1,796,250 | $1,111,741 |
Schwab U.S. REIT ETF | |
Gross income from securities lending activities | $163,449 |
Fees and/or compensation paid for securities lending activities and related services: | |
Fees paid to securities lending agent from a revenue split | $ 13,760 |
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in a revenue split | $ 6,372 |
Administrative fees not included in revenue split | - |
Indemnification fees not included in revenue split | - |
Rebates (paid to borrower) | - |
Other fees not included in revenue split | - |
Aggregate fees/compensation paid for securities lending activities | $ 20,132 |
Net income from securities lending activities | $143,317 |
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 | 32 | $155,890,260,077 | 0 | $0 | 0 | $0 |
Ferian Juwono | 21 | $118,864,268,813 | 0 | $0 | 0 | $0 |
Sabya Sinha | 21 | $118,864,268,813 | 0 | $0 | 0 | $0 |
• | 75% of the funding is based on equal weighting of Investment Fund Performance and Risk Management and Mitigation |
• | 25% of the funding is based on Corporate results |
• | Balancing safety of fund principal with appropriate limits that provide investment flexibility given existing market conditions |
• | Making timely sell recommendations to avoid significant deterioration of value resulting from the weakening condition of the issuer |
• | Escalating operating events and errors for prompt resolution |
• | Identifying largest risks and actively discussing with management |
• | Accurately validating fund information disseminated to the public (e.g., Annual and Semiannual reports, fund fact sheets, fund prospectus) |
• | Executing transactions timely and without material trade errors that result in losses to the fund |
• | Ensuring ongoing compliance with prospectus and investment policy guidelines |
• | Minimizing fund compliance exceptions |
• | Actively following up and resolving compliance exceptions |
• | Fund performance relative to performance measure |
• | Risk management and mitigation |
• | Individual performance against key objectives |
• | Contribution to overall group results |
• | Functioning as an active contributor to the firm’s success |
• | Team work |
• | Collaboration between Analysts and Portfolio Managers |
• | Regulatory/Compliance management. |
Portfolio Manager | Dollar Range of Fund Shares Owned |
Christopher Bliss | None |
Ferian Juwono | None |
Sabya Sinha | None |
Fund | 2018 | 2017 |
Schwab U.S. REIT ETF | 8% | 14% |
Fund | 2018 | 2017 | 2016 |
Schwab U.S. REIT ETF | $135,779 | $222,361 | $80,343 |
Fund | Regular Broker-Dealer | Value of Holdings |
Schwab U.S. REIT ETF | None | N/A |
Name of Fund | Approximate
Value of One Creation Unit |
Standard
Creation/Redemption Transaction Fee |
Maximum
Additional Creation Transaction Fee* |
Maximum
Additional Redemption Transaction Fee* |
Schwab U.S. REIT ETF | $2,017,000 | $250 | 3.0% | 2.0% |
* | As a percentage of the total amount invested or redeemed. |
I. | INTRODUCTION |
II. | PHILOSOPHY |
III. | PROXY VOTING GUIDELINES |
A. | DIRECTORS AND AUDITORS |
i. | Directors |
• | The board is not majority independent |
• | Non-independent directors serve on the nominating, compensation or audit committees |
• | Director recently failed to attend at least 75% of meetings or serves on an excessive number of publically traded company boards |
• | Directors approved executive compensation schemes that appear misaligned with shareholders’ interests |
• | Director recently acted in a manner inconsistent with these Proxy Policies or failed to be responsive to concerns of a majority of shareholders |
ii. | Auditors |
• | Audit-related fees are less than half of the total fees paid by the company to the audit firm |
• | A recent material restatement of annual financial statements |
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 (also known 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 Poison Pill 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 Poison Pill 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 (“Poison Pills”) |
• | 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 change their business practices or to enhance their disclosures. CSIM believes that in most instances, the board is best positioned to evaluate the impact of these proposals on the company’s business. Therefore, CSIM generally defers to the board’s recommendation unless the proposal has successfully articulated a demonstrable tangible economic impact on shareholder value. |
i. | Political Contribution Proposals |
IV. | ADMINISTRATION |
A. | CONFLICTS OF INTERESTS |
With respect to proxies of an underlying affiliated Fund, the Proxy Committee will vote such proxies in the same proportion as the vote of all other shareholders of such Fund (i.e., “echo vote”), unless otherwise required by law. When required by law or applicable exemptive order, the Proxy Committee will also “echo vote” proxies of an unaffiliated mutual fund or exchange traded fund (“ETF”). For example, certain exemptive orders issued to the Funds by the Securities and Exchange Commission and Section 12(d)(1)(F) of the Investment Company Act of 1940, as amended, require the Funds, under certain circumstances, to “echo vote” proxies of registered investment companies that serve as underlying investments of the Funds. | |
In addition, with respect to holdings of The Charles Schwab Corporation (“CSC”) (ticker symbol: SCHW), the Proxy Committee will vote such proxies in the same proportion as the vote of all other shareholders of CSC (i.e., “echo vote”), unless otherwise required by law. | |
Other than proxies that will be “echo voted”, proxy issues that present material conflicts of interest between CSIM, and/or any of its affiliates, and CSIM’s clients will be delegated to Glass Lewis to be voted in accordance with CSIM’s Proxy Voting Guidelines. | |
B. | FOREIGN SECURITIES/SHAREBLOCKING |
CSIM has arrangements with Glass Lewis for the execution of proxy votes. However, voting proxies with respect to shares of foreign securities may involve significantly greater effort and corresponding cost than voting proxies with respect to domestic securities, due to the variety of regulatory schemes and corporate practices in foreign countries with respect to proxy voting. Problems voting foreign proxies may include the following: |
• | proxy statements and ballots written in a foreign language; |
• | untimely and/or inadequate notice of shareholder meetings; |
• | restrictions of foreigner’s ability to exercise votes; |
• | requirements to vote proxies in person; |
• | requirements to provide local agents with power of attorney to facilitate CSIM’s voting instructions. |
C. | SECURITIES LENDING |
D. | SUB-ADVISORY RELATIONSHIPS |
E. | REPORTING AND RECORD RETENTION |
ITEM 28. | EXHIBITS. |
(a)(1) | Certificate of Trust, dated January 27, 2009, of Schwab Strategic Trust (the Registrant or the Trust) is incorporated by reference to Exhibit (a)(1) of the Registrant’s Registration Statement, filed July 15, 2009. |
(a)(2) | Registrant’s Amended and Restated Agreement and Declaration of Trust, dated October 12, 2009, is incorporated by reference to Exhibit (a)(3) of Pre-Effective Amendment No. 2 of the Registrant’s Registration Statement, filed October 27, 2009. |
(b) | Registrant’s By-Laws, dated January 26, 2009, is incorporated by reference to Exhibit (b) of the Registrant’s Registration Statement, filed July 15, 2009. |
(c) | Reference is made to Article 5 of the Registrant’s Agreement and Declaration of Trust. |
(d)(1) | Amended and Restated Advisory Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated March 1, 2017, is incorporated by reference to Exhibit (d)(1) of Post-Effective Amendment No. 95 of the Registrant’s Registration Statement, filed April 29, 2017 (hereinafter referred to as PEA No. 95). |
(d)(2) | Amendment No. 1, dated October 5, 2017, to the Amended and Restated Advisory Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated March 1, 2017, is incorporated by reference to Exhibit (d)(2) of Post-Effective Amendment No. 101 of the Registrant’s Registration Statement, filed October 5, 2017 (hereinafter referred to as PEA No. 101). |
(e)(1) | Distribution Agreement between the Registrant and SEI Investments Distribution Co. is incorporated by reference to Exhibit (e) of Post-Effective Amendment No. 1 of the Registrant’s Registration Statement, filed April 21, 2010 (hereinafter referred to as PEA No. 1). |
(e)(2) | Amendment No. 1, dated July 26, 2010, to Distribution Agreement between the Registrant and SEI Investments Distribution Co., dated October 12, 2009, is incorporated by reference to Exhibit (e)(2) of Post-Effective Amendment No. 3 of the Registrant’s Registration Statement, filed July 23, 2010 (hereinafter referred to as PEA No. 3). |
(e)(3) | Amendment No. 2, dated December 17, 2010, to Distribution Agreement between the Registrant and SEI Investments Distribution Co., dated October 12, 2009, is incorporated by reference to Exhibit (e)(3) of Post-Effective Amendment No. 7 of the Registrant’s Registration Statement, filed April 15, 2011 (hereinafter referred to as PEA No. 7). |
(e)(4) | Amendment No. 3, dated July 1, 2011, to the Distribution Agreement between the Registrant and SEI Investments Distribution Co., dated October 12, 2009, is incorporated by reference to Exhibit (e)(4) of Post-Effective Amendment No. 12 of the Registrant’s Registration Statement, filed July 8, 2011 (hereinafter referred to as PEA No. 12). |
(e)(5) | Amendment No. 4, dated October 1, 2011, to the Distribution Agreement between the Registrant and SEI Investments Distribution Co., dated October 12, 2009, is incorporated by reference to Exhibit (e)(5) of Post-Effective Amendment No. 17 of the Registrant’s Registration Statement, filed October 13, 2011 (hereinafter referred to as PEA No. 17). |
(e)(6) | Amendment No. 5, dated August 8, 2013, to the Distribution Agreement between the Registrant and SEI Investments Distribution Co., dated October 12, 2009, is incorporated by reference to Exhibit (e)(6) of Post-Effective Amendment No. 46 to the Registrant’s Registration Statement, filed August 8, 2013 (hereinafter referred to as PEA No. 46). |
(e)(7) | Amendment No. 6, dated October 5, 2017, to the Distribution Agreement between the Registrant and SEI Investments Distribution Co., dated October 12, 2009, is incorporated by reference to Exhibit (e)(7) of PEA No. 101. |
(f) | Not applicable. |
(g)(1) | Custodian Agreement between the Registrant and State Street Bank and Trust Company, dated October 17, 2005, is incorporated by reference to Exhibit (g)(1) of Pre-Effective Amendment No. 1 of Registrant’s Registration Statement, filed October 7, 2009 (hereinafter referred to as Pre-Effective Amendment No. 1). |
(g)(2) | Amendment, dated October 8, 2009, to the Custodian Agreement between the Registrant and State Street Bank and Trust Company, dated October 17, 2005, is incorporated by reference to Exhibit (g)(2) of PEA No. 1. |
(g)(3) | Amendment, dated July 26, 2010, to the Custodian Agreement between the Registrant and State Street Bank and Trust Company, dated October 17, 2005, filed September 24, 2010 is incorporated by reference to Exhibit (g)(3) of Post-Effective Amendment No. 4 of the Registrant’s Registration Statement, filed September 24, 2010 (hereinafter referred to as PEA No. 4). |
(g)(4) | Amendment, dated December 17, 2010, to the Custodian Agreement between the Registrant and State Street Bank and Trust Company, dated October 17, 2005, is incorporated by reference to Exhibit (g)(4) of PEA No. 7. |
(g)(5) | Amendment, dated July 1, 2011, to the Custodian Agreement between the Registrant and State Street Bank and Trust Company, dated October 17, 2005, is incorporated by reference to Exhibit (g)(5) of PEA No. 12. |
(g)(6) | Amendment, dated October 1, 2011, to the Custodian Agreement between the Registrant and State Street Bank and Trust Company, dated October 17, 2005, is incorporated by reference to Exhibit (g)(6) of PEA No. 17. |
ITEM 28. | EXHIBITS. |
(g)(7) | Amendment, dated July 8, 2013, to the Custodian Agreement between the Registrant and State Street Bank and Trust Company, dated October 17, 2005, is incorporated by reference to Exhibit (g)(7) of Post-Effective Amendment No. 56 of the Registrant’s Registration Statement, filed on December 26, 2013, (hereinafter referred to as PEA No. 56). |
(g)(8) | Amendment, dated October 5, 2017, to the Custodian Agreement between the Registrant and State Street Bank and Trust Company, dated October 17, 2005, is incorporated by reference to Exhibit (g)(8) of PEA No. 101. |
(g)(9) | Amendment, dated November 16, 2017, to the Custodian Agreement between the Registrant and State Street Bank and Trust Company, dated October 17, 2005, is incorporated by reference to Exhibit (g)(9) of Post-Effective Amendment No. 103 of the Registrant’s Registration Statement, filed on December 29, 2017, (hereinafter referred to as PEA No. 103). |
(h)(1) | Administration Agreement between the Registrant and Charles Schwab Investment Management, Inc, dated October 12, 2009, is incorporated by reference to Exhibit (h)(1) of Pre-Effective Amendment No. 1. |
(h)(1)(a) | Amendment No. 1, dated July 26, 2010, to the Administration Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (h)(8) of PEA No. 3. |
(h)(1)(b) | Amendment No. 2, dated December 17, 2010, to the Administration Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (h)(1)(b) of PEA No. 7. |
(h)(1)(c) | Amendment No. 3, dated July 1, 2011, to the Administration Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (h)(1)(c) of PEA No. 12. |
(h)(1)(d) | Amendment No. 4, dated October 1, 2011, to the Administration Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (h)(1)(d) of PEA No. 17. |
(h)(1)(e) | Amendment No. 5, dated August 8, 2013, to the Administration Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (h)(1)(e) of PEA No. 46. |
(h)(1)(f) | Amendment No. 6, dated October 5, 2017, to the Administration Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (h)(1)(f) of PEA No. 101. |
(h)(2) | Transfer Agency Agreement between the Registrant and State Street Bank and Trust Company, dated October 8, 2009, is incorporated by reference to Exhibit (h)(2) of Pre-Effective Amendment No. 1. |
(h)(2)(a) | Amendment, dated July 26, 2010, to the Transfer Agency Agreement between the Registrant and State Street Bank and Trust Company, dated October 8, 2009, filed September 24, 2010 is incorporated by reference to Exhibit (h)(9) of PEA No. 4. |
(h)(2)(b) | Amendment, dated December 17, 2010, to the Transfer Agency Agreement between the Registrant and State Street Bank and Trust Company, dated October 8, 2009, is incorporated by reference to Exhibit (h)(2)(b) of PEA No. 7. |
(h)(2)(c) | Amendment, dated July 1, 2011, to the Transfer Agency Agreement between the Registrant and State Street Bank and Trust Company, dated October 8, 2009, is incorporated by reference to Exhibit (h)(2)(c) of PEA No. 12. |
(h)(2)(d) | Amendment, dated October 1, 2011, to the Transfer Agency Agreement between the Registrant and State Street Bank and Trust Company, dated October 8, 2009, is incorporated by reference to Exhibit (h)(2)(d) of PEA No. 17. |
(h)(2)(e) | Amendment, dated July 8, 2013, to the Transfer Agency Agreement between the Registrant and State Street Bank and Trust Company, dated October 8, 2009, is incorporated by reference to Exhibit (h)(2)(e) of PEA No. 56. |
(h)(2)(f) | Amendment, dated October 5, 2017, to the Transfer Agency Agreement between the Registrant and State Street Bank and Trust Company, dated October 8, 2009, is incorporated by reference to Exhibit (h)(2)(f) of PEA No. 101. |
(h)(3) | Authorized Participant Agreement is incorporated by reference to Exhibit (h)(3) of Pre-Effective Amendment No. 1. |
(h)(4) | Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(4) of Pre-Effective Amendment No. 1. |
(h)(4)(a) | Amendment, dated October 8, 2009, to the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(5) of PEA No. 1. |
(h)(4)(b) | Amendment, dated July 26, 2010, to the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, filed September 24, 2010 is incorporated by reference to Exhibit (g)(10) of PEA No. 4. |
(h)(4)(c) | Amendment, dated December 17, 2010, to the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(4)(c) of PEA No. 7. |
(h)(4)(d) | Amendment, dated July 1, 2011, to the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(4)(d) of PEA No. 12. |
(h)(4)(e) | Amendment, dated October 1, 2011, to the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(4)(e) of PEA No. 17. |
(h)(4)(f) | Amendment, dated July 8, 2013, to the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(4)(f) of PEA No. 56. |
ITEM 28. | EXHIBITS. |
(h)(4)(g) | Amendment, dated January 20, 2016, to Appendix A of the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(4)(g) of Post-Effective Amendment No. 92 of the Registrant’s Registration Statement, filed December 28, 2016 (hereinafter referred to as PEA No. 92). |
(h)(4)(h) | Amendment, dated August 18, 2016, to Appendix A of the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(4)(h) of PEA No. 92. |
(h)(4)(i) | Amendment, dated February 2, 2017, to Appendix A of the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(4)(i) of PEA No. 95. |
(h)(4)(j) | Amendment, dated October 5, 2017, to Appendix A and Appendix B of the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(4)(j) of PEA No. 101. |
(h)(4)(k) | Amendment, dated November 16, 2017, to Appendix A of the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(4)(k) of PEA No. 103. |
(h)(5) | Sub-Administration Agreement between the Charles Schwab Investment Management, Inc. and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(6) of Pre-Effective Amendment No. 1. |
(h)(5)(a) | Amendment, dated October 8, 2009, to the Sub-Administration Agreement between the Charles Schwab Investment Management, Inc. and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(7) of PEA No. 1. |
(h)(5)(b) | Amendment, dated July 26, 2010 to the Sub-Administration Agreement between the Charles Schwab Investment Management, Inc. and State Street Bank and Trust Company, dated October 1, 2005, filed September 24, 2010 is incorporated by reference to Exhibit (g)(11) of PEA No. 4. |
(h)(5)(c) | Amendment, dated December 17, 2010, to the Sub-Administration Agreement between the Charles Schwab Investment Management, Inc. and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(5)(c) of PEA No. 7. |
(h)(5)(d) | Amendment, dated July 1, 2011, to the Sub-Administration Agreement between the Charles Schwab Investment Management, Inc. and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(5)(d) of PEA No. 12. |
(h)(5)(e) | Amendment, dated October 1, 2011, to the Sub-Administration Agreement between the Charles Schwab Investment Management, Inc. and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(5)(e) of PEA No. 17. |
(h)(5)(f) | Amendment, dated August 8, 2013, to the Sub-Administration Agreement between the Charles Schwab Investment Management, Inc. and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(5)(f) of PEA No. 56. |
(h)(5)(g) | Amendment, dated October 5, 2017, to the Sub-Administration Agreement between Charles Schwab Investment Management, Inc. and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(5)(g) of PEA No. 101. |
(h)(6) | Sublicense Agreement between the Registrant, Schwab Investments and Charles Schwab Investment Management, Inc., dated October 5, 2017, is incorporated by reference to Exhibit (h)(6) of PEA No. 101. |
(i) | Opinion and Consent of Counsel is filed herein as Exhibit (i). |
(j)(1) | Consent of PricewaterhouseCoopers LLP is filed herein as Exhibit (j)(1). |
(j)(2) | Power of Attorney executed by Walter W. Bettinger II, dated January 1, 2016, is incorporated by reference to Exhibit (j)(2) of Post-Effective Amendment No. 86 of the Registrant’s Registration Statement, filed on January 12, 2016 (hereinafter referred to as PEA No. 86). |
(j)(3) | Power of Attorney executed by Marie A. Chandoha, dated January 1, 2016, is incorporated by reference to Exhibit (j)(3) of PEA No. 86. |
(j)(4) | Power of Attorney executed by Joseph R. Martinetto, dated January 1, 2016, is incorporated by reference to Exhibit (j)(4) of PEA No. 86. |
(j)(5) | Power of Attorney executed by Robert W. Burns, dated January 1, 2016, is incorporated by reference to Exhibit (j)(5) of PEA No. 86. |
(j)(6) | Power of Attorney executed by John F. Cogan, dated January 1, 2016, is incorporated by reference to Exhibit (j)(6) of PEA No. 86. |
(j)(7) | Power of Attorney executed by Stephen Timothy Kochis, dated January 1, 2016, is incorporated by reference to Exhibit (j)(7) of PEA No. 86. |
ITEM 28. | EXHIBITS. |
(j)(8) | Power of Attorney executed by David L. Mahoney, dated January 1, 2016, is incorporated by reference to Exhibit (j)(8) of PEA No. 86. |
(j)(9) | Power of Attorney executed by Kiran M. Patel, dated January 1, 2016, is incorporated by reference to Exhibit (j)(9) of PEA No 89. |
(j)(10) | Power of Attorney executed by Kimberly S. Patmore, dated January 1, 2016, is incorporated by reference to Exhibit (j)(10) of PEA No. 86. |
(j)(11) | Power of Attorney executed by Nancy F. Heller, dated June 1, 2018, is filed herein as Exhibit (j)(11). |
(j)(12) | Power of Attorney executed by Gerald B. Smith, dated January 1, 2016, is incorporated by reference to Exhibit (j)(12) of PEA No. 86. |
(j)(13) | Power of Attorney executed by Joseph H. Wender, dated January 1, 2016, is incorporated by reference to Exhibit (j)(13) of PEA No. 86. |
(j)(14) | Power of Attorney executed by Mark D. Fischer, dated January 1, 2016, is incorporated by reference to Exhibit (j)(14) of PEA No. 86. |
(k) | Not applicable. |
(l) | None. |
(m) | Not applicable. |
(n) | Not applicable. |
(o) | Not applicable. |
(p)(1) | Joint Code of Ethics for the Registrant and Charles Schwab Investment Management, Inc., dated October 31, 2017, is incorporated by reference to Exhibit (p)(1) of PEA No. 103. |
(p)(2) | Code of Ethics of SEI Investments Distribution Co., dated May 23, 2018, is filed herein as Exhibit (p)(2). |
Item 29. | Persons Controlled By Or Under Common Control With The Registrant. |
Item 30. | Indemnification. |
Item 31. | Business And Other Connections Of Investment Adviser. |
Name and Position with Adviser | Name of Other Company | Capacity |
Walter W. Bettinger, II, Director | The Charles Schwab Corporation | Director, President and Chief Executive Officer |
Charles Schwab & Co., Inc. | Director, President and Chief Executive Officer | |
Schwab Holdings, Inc. | Director, President and Chief Executive Officer | |
Schwab International Holdings, Inc. | President and Chief Executive Officer | |
Charles Schwab Bank | Director | |
Charles Schwab Signature Bank | Director | |
Schwab (SIS) Holdings, Inc. I | President and Chief Executive Officer | |
Schwab Funds | Chairman and Trustee | |
Laudus Funds | Chairman and Trustee | |
Schwab ETFs | Chairman and Trustee | |
Peter B. Crawford, Director | The Charles Schwab Corporation | Executive Vice President and Chief Financial Officer |
Charles Schwab & Co., Inc. | Director, Executive Vice President and Chief Financial Officer | |
Schwab Holdings, Inc. | Director, Executive Vice President and Chief Financial Officer | |
Charles Schwab Global Holdings, Inc. | Executive Vice President and Chief Financial Officer | |
Schwab International Holdings, Inc. | Executive Vice President and Chief Financial Officer | |
Performance Technologies, Inc. | Executive Vice President and Chief Financial Officer | |
Schwab (SIS) Holdings, Inc. I | Executive Vice President and Chief Financial Officer | |
Schwab Technology Holdings, Inc. | Executive Vice President and Chief Financial Officer | |
Marie Chandoha, Director, President and Chief Executive Officer | Schwab Funds | Trustee, President and Chief Executive Officer |
Laudus Funds | Trustee, President and Chief Executive Officer | |
Schwab ETFs | Trustee, President and Chief Executive Officer | |
Charles Schwab Worldwide Funds, plc | Director | |
Charles Schwab Asset Management (Ireland) Limited | Director | |
Omar Aguilar, Senior Vice President and Chief Investment Officer – Equities and Multi-Asset Strategies | Schwab Funds | Senior Vice President and Chief Investment Officer – Equities and Multi-Asset Strategies |
Laudus Funds | Senior Vice President and Chief Investment Officer – Equities and Multi-Asset Strategies | |
Schwab ETFs | Senior Vice President and Chief Investment Officer – Equities and Multi-Asset Strategies | |
Brett Wander, Senior Vice President and Chief Investment Officer – Fixed Income | Schwab Funds | Senior Vice President and Chief Investment Officer – Fixed Income |
Laudus Funds | Senior Vice President and Chief Investment Officer – Fixed Income | |
Schwab ETFs | Senior Vice President and Chief Investment Officer – Fixed Income |
Name and Position with Adviser | Name of Other Company | Capacity |
David Lekich, Chief Counsel and Senior Vice President | 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, Chief Compliance Officer and Senior Vice President | Schwab Funds | Chief Compliance Officer |
Schwab ETFs | Chief Compliance Officer | |
Laudus Funds | Chief Compliance Officer | |
Charles Schwab & Co., Inc. | Senior Vice President and Chief Compliance Officer - IIMS Compliance | |
George Pereira, Senior Vice President, Chief Financial Officer and Chief Operating Officer | Schwab Funds | Senior Vice President and Chief Operating Officer |
Laudus Funds | Senior Vice President and Chief Operating Officer | |
Schwab ETFs | Senior Vice President and Chief Operating Officer | |
Charles Schwab Worldwide Funds, plc | Director | |
Charles Schwab Asset Management (Ireland) Limited | Director |
Item 32. | Principal Underwriter: |
Name | Position and Office with Underwriter | Positions and Offices with Registrant |
William M. Doran | Director | None |
Paul F. Klauder | Director | None |
Wayne M. Withrow | Director | None |
Kevin Barr | Director, President & Chief Executive Officer | None |
Maxine Chou | Chief Financial Officer, Chief Operations Officer, & Treasurer | None |
Karen LaTourette | Chief Compliance Officer, Anti-Money Laundering Officer & Assistant Secretary | None |
John C. Munch | General Counsel & Secretary | None |
Mark J. Held | Senior Vice President | None |
Lori L. White | Vice President & Assistant Secretary | None |
John P. Coary | Vice President & Assistant Secretary | None |
Robert Silvestri | Vice President | None |
Judith A. Hirx | Vice President | None |
Jason McGhin | Vice President | None |
Gary Michael Reese | Vice President | None |
Item 33. | Location Of Accounts And Records. |
1) | Schwab Strategic Trust, 211 Main Street, San Francisco, CA 94105 |
2) | Charles Schwab Investment Management, Inc., 211 Main Street, San Francisco, CA 94105 |
3) | Principal Underwriter — SEI Investments Distribution Co., 1 Freedom Valley Drive, Oaks, PA 19456 |
4) | Custodian — State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111 |
5) | Transfer Agent — State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111 |
Item 34. | Management Services. |
Item 35. | Undertakings. |
SCHWAB STRATEGIC TRUST |
Registrant |
Marie A. Chandoha* |
Marie A. Chandoha, President and Chief Executive Officer |
Signature | Title | |
Walter
W. Bettinger II* Walter W. Bettinger II |
Chairman and Trustee | |
Marie
A. Chandoha* Marie A. Chandoha |
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 | |
Kiran
M. Patel* Kiran M. Patel |
Trustee | |
Kimberly
S. Patmore* Kimberly S. Patmore |
Trustee | |
Gerald
B. Smith* Gerald B. Smith |
Trustee | |
Joseph
H. Wender* Joseph H. Wender |
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 |
Exhibit (i) | Opinion and Consent of Counsel |
Exhibit (j)(1) | Consent of PricewaterhouseCoopers LLP |
Exhibit (j)(11) | Power of Attorney executed by Nancy F. Heller, dated June 1, 2018 |
Exhibit (p)(2) | Code of Ethics of SEI Investments Distribution Co., dated May 23, 2018 |
This ‘485BPOS’ Filing | Date | Other Filings | ||
---|---|---|---|---|
1/1/19 | ||||
12/1/18 | ||||
Effective on: | 6/28/18 | |||
Filed on: | 6/26/18 | |||
6/1/18 | ||||
5/31/18 | 497, 497K | |||
5/23/18 | ||||
5/15/18 | 485BPOS | |||
2/28/18 | 24F-2NT, 497, 497K, N-CSR, N-CSRS, NSAR-A, NSAR-B | |||
1/1/18 | ||||
12/31/17 | 24F-2NT, N-CSR, NSAR-B | |||
12/29/17 | 485BPOS, 497, 497K | |||
11/16/17 | ||||
10/31/17 | N-CSR, N-CSRS | |||
10/5/17 | 485BPOS, 497K, 8-A12B | |||
8/31/17 | 24F-2NT, N-CSR, N-CSRS, NSAR-A, NSAR-B | |||
4/29/17 | 485BPOS | |||
3/1/17 | 497, 497K, NSAR-B | |||
2/2/17 | 497 | |||
12/28/16 | 485BPOS, 497, 497K | |||
8/18/16 | ||||
1/20/16 | ||||
1/12/16 | 40-17G, POS EX | |||
1/1/16 | ||||
12/26/13 | 485BPOS, 497K | |||
8/8/13 | 485BPOS, 497K | |||
7/8/13 | ||||
8/17/12 | ||||
10/13/11 | ||||
10/1/11 | ||||
7/8/11 | 485BPOS, 497K | |||
7/1/11 | ||||
4/15/11 | 485APOS | |||
12/22/10 | ||||
12/17/10 | 485BPOS, 497K | |||
9/24/10 | 485APOS | |||
7/26/10 | 485BPOS, 497 | |||
7/23/10 | 485BPOS, 497, 497K, 8-A12B | |||
4/21/10 | 40-17G, 485APOS | |||
12/24/09 | ||||
10/27/09 | 8-A12B, CORRESP, N-1A/A | |||
10/12/09 | ||||
10/8/09 | N-1A/A | |||
10/7/09 | ||||
7/15/09 | N-1A, N-8A | |||
5/6/09 | ||||
1/27/09 | ||||
1/26/09 | ||||
9/7/08 | ||||
10/17/05 | ||||
10/1/05 | ||||
List all Filings |