As filed with the Securities and Exchange Commission on July
24, 2020
File Nos. 033-31894
811-05954
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Post-Effective
Amendment No. 117 |
☒
|
and
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
THE CHARLES SCHWAB FAMILY OF FUNDS
(Exact Name of Registrant as Specified in Charter)
211 Main Street
San Francisco, California 94105
(Address of Principal Executive Offices)
(800) 648-5300
(Registrant’s Telephone Number, including Area Code)
David J. Lekich, Esq.
211 Main Street
San Francisco, California 94105
(Name and Address of Agent for Service)
Copies of communications to:
Douglas
P. Dick, Esq. Dechert LLP 1900 K Street, N.W. Washington, DC 20006 |
John M.
Loder, Esq. Ropes & Gray LLP 800 Boylston Street Boston, MA 02199-3600 |
It is proposed that this filing will become effective (check
appropriate box):
□ Immediately upon filing
pursuant to paragraph (b)
□ On (date) pursuant to
paragraph (b)
□ 60 days after filing pursuant to
paragraph (a)(1)
☒ On September 24, 2020 pursuant
to paragraph (a)(1)
□ 75 days after filing
pursuant to paragraph (a)(2)
□ On (date) pursuant
to paragraph (a)(2) of Rule 485
If appropriate, check
the following box:
□ This post-effective amendment
designates a new effective date for a previously filed post-effective amendment.
The information in this Prospectus is not complete and
may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Prospectus | September
24, 2020
Schwab Funds®
Schwab® Money Funds
Schwab
® Government Money Fund |
|
Ultra
Shares |
[ ]
|
Schwab
® Treasury Obligations Money Fund |
|
Ultra
Shares |
[ ]
|
Schwab
® U.S. Treasury Money Fund |
|
Ultra
Shares |
[ ]
|
New
Notice Regarding Shareholder Report Delivery Options
Beginning on January 1, 2021, paper copies
of a fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from a fund or from your financial intermediary (such as a bank or broker-dealer). Instead, the reports will be made
available on a fund’s website www.schwabfunds.com/schwabfunds_prospectus, and you will be notified by mail each time a report is posted and the mailing will provide a website link to access
the report. You will continue to receive other fund regulatory documents (such as prospectuses or supplements) in paper unless you have elected to receive all fund documents electronically.
If you would like to continue to receive a
fund’s future shareholder reports in paper free of charge after January 1, 2021, you can make that request:
• |
If you invest through
Charles Schwab & Co, Inc. (broker-dealer), by calling 1-866-345-5954 and using the unique identifier attached to this mailing; |
• |
If you invest through
another financial intermediary (such as a bank or broker-dealer) by contacting them directly; or |
•
|
If owned
directly through a fund by calling 1-800-407-0256. |
If you already receive shareholder reports
and other fund documents electronically, you will not be affected by this change and you need not take any action.
As with all mutual funds, the Securities and Exchange
Commission (SEC) has not approved these securities or passed on whether the information in this prospectus is adequate and accurate. Anyone who indicates otherwise is committing a federal crime.
Schwab® Government Money Fund
Ticker
Symbol: |
Ultra Shares: [ ] |
Investment Objective
The fund’s goal is to seek the highest current income
consistent with stability of capital and liquidity.
Fund
Fees and Expenses
This table describes the fees and expenses you may pay if
you buy and hold shares of the fund. This table does not reflect any brokerage fees or commissions you may incur when buying or selling fund shares.
Shareholder
Fees (fees paid directly from your investment) |
|
Ultra
Shares |
|
None
|
Annual
Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment) |
Management
fees |
[ ]
|
Distribution
(12b-1) fees |
None
|
Other
expenses1 |
[ ]
|
Total
annual fund operating expenses |
[ ]
|
Less
expense reduction |
([ ])
|
Total
annual fund operating expenses after expense reduction2 |
[ ]
|
1 |
“Other expenses”
is an estimate based on the expenses the fund’s Ultra Shares expects to incur for its first full fiscal year. |
2 |
The
investment adviser and its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the Ultra Shares to 0.19% for so long as the investment adviser serves as the adviser
to the fund (contractual expense limitation agreement). This contractual expense limitation agreement may only be amended or terminated with the approval of the fund’s Board of Trustees. |
Example
This example is intended to help you compare the cost of
investing in the fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those time periods. The example also assumes
that your investment has a 5% return each year and that the fund’s operating expenses remain the same. The figures are based on total annual fund operating expenses after any expense reduction. The example does not reflect any brokerage fees
or commissions you may incur when buying or selling fund shares. Your actual costs may be higher or lower.
Expenses
on a $10,000 Investment |
|
1
Year |
3
Years |
5
Years |
10
Years |
Ultra
Shares |
$[ ]
|
$[ ]
|
$[ ]
|
$[ ]
|
Principal Investment Strategies
To pursue its goal, the fund invests in U.S. government
securities, such as:
• |
U.S. Treasury bills and
notes |
• |
other obligations that are
issued by the U.S. government, its agencies or instrumentalities, including obligations that are not fully guaranteed by the U.S. Treasury, such as those issued by the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan
Mortgage Corporation (Freddie Mac) and the Federal Home Loan Banks |
• |
repurchase agreements that
are collateralized fully by cash and/or U.S. government securities |
•
|
obligations
that are issued by private issuers that are guaranteed as to principal or interest by the U.S. government, its agencies or instrumentalities |
The fund intends to operate as a government money market fund
under the regulations governing money market funds. The fund will invest at least 99.5% of its total assets in cash, U.S. government securities and/or repurchase agreements that are collateralized fully by cash and/or U.S. government securities;
under normal circumstances, at least 80% of the fund’s net assets (including, for this purpose, any borrowings for investment purposes) will be invested solely in U.S. government securities including repurchase agreements that are
collateralized fully by U.S. government securities (excluding cash). With respect to the 80% policy, the fund will notify its shareholders at least 60 days before changing the policy.
In choosing securities, the fund’s manager seeks to
maximize current income within the limits of the fund’s investment objective and credit, maturity and diversification policies. Some of these policies may be stricter than the federal regulations that apply to all money market funds.
The investment adviser’s credit research department
analyzes and monitors the securities that the fund owns or is considering buying. The manager may adjust the fund’s holdings or its average maturity based on actual or anticipated changes in credit quality or market dynamics, such as interest
rates. To preserve its investors’ capital, the fund seeks to maintain a stable $1.00 share price.
For temporary defensive purposes during unusual market
conditions, the fund may invest up to 100% of its assets in cash, cash equivalents or other high quality short-term investments.
As a government money market fund, the fund’s Board of
Trustees (the Board) has determined not to subject the fund to a liquidity fee and/or a redemption gate on fund redemptions. Please note that
Schwab Government Money Fund | Fund Summary1
the Board has reserved its ability to change this determination with respect
to liquidity fees and/or redemption gates, but only after providing appropriate prior notice to shareholders.
Principal Risks
The fund is subject to risks, any of which could cause an
investor to lose money. The fund’s principal risks include:
Market Risk. Financial markets
rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. Markets may be impacted by economic, political, regulatory and other conditions, including economic sanctions and other government actions. In addition, the
occurrence of global events, such as war, terrorism, environmental disasters, natural disasters and epidemics, may also negatively affect the financial markets. These events could reduce consumer demand or economic output; result in market closures,
low or negative interest rates, travel restrictions or quarantines; and significantly adversely impact the economy. Governmental and quasi-governmental authorities and regulators throughout the world have in the past often responded to serious
economic disruptions with a variety of significant fiscal and monetary policy changes which could have an unexpected impact on financial markets and the fund’s investments. As with any investment whose performance is tied to these markets, the
value of an investment in the fund will fluctuate, which means that an investor could lose money over short or long periods.
Investment Risk. You
could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. The fund’s sponsor has no legal obligation to provide financial support to the fund, and you should not expect that the sponsor will provide financial support to the fund at any
time.
Interest Rate Risk. Interest rates rise and fall over time. As with any investment whose yield reflects current interest rates, the fund’s yield will change over time. During periods when interest rates are low or there are negative
interest rates, the fund’s yield (and total return) also could be low or even negative. In addition, the fund may be unable to pay expenses out of fund assets or maintain a stable $1.00 share price. Also, a change in a central
bank’s monetary policy or economic conditions may result in a change in interest rates, which could have sudden and unpredictable effects on the markets. Volatility in the market may decrease liquidity in the money market securities markets,
making it more difficult for the fund to sell its money market investments at a time when the investment adviser might wish to sell such investments. Decreased market liquidity also may make it more difficult to value some or all of the fund’s
money market securities holdings.
Stable Net Asset
Value Risk. If the fund or another money market fund fails to maintain a stable net asset value (or such perception exists in the market place), the fund could experience increased redemptions, which may adversely
impact the fund’s share price.
The fund is permitted, among other things, to reduce or withhold any income
and/or gains generated from its portfolio to maintain a stable $1.00 share price.
Repurchase Agreements Risk.
When the fund enters into a repurchase agreement, the fund is exposed to the risk that the other party (i.e., the counterparty) will not fulfill its contractual obligation. In a repurchase agreement, there exists the risk that, when the fund buys a
security from a counterparty that agrees to repurchase the security at an agreed upon price (usually higher) and time, the counterparty will not repurchase the security.
Credit Risk. A decline in the
credit quality of an issuer, guarantor or liquidity provider of a portfolio investment or a counterparty could cause the fund to lose money or underperform. The fund could lose money if, due to a decline in credit quality, the issuer, guarantor or
liquidity provider of a portfolio investment or a counterparty fails to make, or is perceived as being unable or unwilling to make, timely principal or interest payments or otherwise honor its obligations. Even though the fund’s
investments in repurchase agreements are collateralized at all times, there is some risk to the fund if the other party should default on its obligations and the fund is delayed or prevented from recovering or disposing of the collateral. The credit
quality of the fund’s portfolio holdings can change rapidly in certain market environments and any downgrade or default on the part of a single portfolio investment could cause the fund’s share price or yield to fall.
Certain U.S. government securities that the fund invests in
are not backed by the full faith and credit of the U.S. government, which means they are neither issued nor guaranteed by the U.S. Treasury. Although maintained in conservatorship by the Federal Housing Finance Agency (FHFA) since September 2008,
Fannie Mae and Freddie Mac maintain only lines of credit with the U.S. Treasury. Additionally, the FHFA recently announced plans to begin removing Fannie Mae and Freddie Mac from conservatorship. The Federal Home Loan Banks maintain limited access
to credit lines from the U.S. Treasury. Other securities, such as obligations issued by the Federal Farm Credit Banks Funding Corporation, are supported solely by the credit of the issuer. There can be no assurance that the U.S. government will
provide financial support to securities of its agencies and instrumentalities if it is not obligated to do so under law. Also, any government guarantees on securities the fund owns do not extend to the shares of the fund itself.
Management Risk. Any
actively managed mutual fund is subject to the risk that its investment adviser will select investments or allocate assets in a manner that could cause the fund to underperform or otherwise not meet its investment objective. The fund’s
investment adviser applies its own investment techniques and risk analyses in making investment decisions for the fund, but there can be no guarantee that they will produce the desired results. The investment adviser’s maturity decisions will
also affect the fund’s yield, and potentially could affect its share price. To the extent that the investment adviser anticipates interest rate trends imprecisely, the fund’s yield at times could lag the yields of other money
market funds.
2Schwab Government Money Fund | Fund Summary
Redemption Risk. The fund may
experience periods of heavy redemptions that could cause the fund to liquidate its assets at inopportune times or at a loss or depressed value, particularly during periods of declining or illiquid markets. Redemptions by a few large investors in the
fund may have a significant adverse effect on the fund’s ability to maintain a stable $1.00 share price. In the event any money market fund fails to maintain a stable net asset value, other money market funds, including the fund, could face a
market-wide risk of increased redemption pressures, potentially jeopardizing the stability of their $1.00 share prices.
Money Market Fund Risk. The
fund is not designed to offer capital appreciation. In exchange for their emphasis on stability and liquidity, money market investments may offer lower long-term performance than stock or bond investments.
Performance
The bar chart below shows how the fund’s Investor
Shares investment results have varied from year to year, and the following table shows the fund’s Investor Shares average annual total returns for various periods. This information provides some indication of the risks of investing in the
fund. All figures assume distributions were reinvested. No performance is shown for the fund’s Ultra Shares because the Ultra Shares had not commenced operations prior to the date of this prospectus. The Investor Shares and the Ultra Shares of
the fund would have substantially similar performance because they invest in the same portfolio of securities and the annual returns would differ only to the extent that the Ultra Shares has lower expenses. Keep in mind that future performance may
differ from past performance. For current performance information, please see www.schwabfunds.com/schwabfunds_prospectus or call toll-free 1-877-824-5615 for the fund’s current seven-day yield.
Annual Total Returns (%) as of
12/31
Best Quarter: 0.53% Q2 2019
Worst Quarter: 0.00% Q1 2016
Year-to-date performance as of 6/30/20: 0.30%
Average
Annual Total Returns as of 12/31/19 |
|
1
Year |
Since
Inception (1/21/15) |
Investor
Shares |
1.90%
|
0.80%
|
Ultra
Shares |
-
|
-
|
Investment Adviser
Charles Schwab Investment Management, Inc.
Purchase and Sale of Fund Shares
The fund is open for business each day that the New York
Stock Exchange (NYSE) is open except when the following federal holidays are observed: Columbus Day and Veterans Day. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the
NYSE has an unscheduled early closing on a day it has opened for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price, as of the normally scheduled close of
regular trading on the NYSE for that day.
Eligible
Investors (as determined by the fund) may only invest in the fund through an account at Charles Schwab & Co., Inc. (Schwab) or another financial intermediary. When you place orders to purchase, exchange or redeem fund shares through Schwab or
another financial intermediary, you must follow Schwab’s or the other financial intermediary’s transaction procedures. Shareholders who previously purchased fund shares through the fund’s transfer agent and continue to hold such
shares directly through the fund’s transfer agent may make additional purchases and place exchange and redemption orders through the fund’s transfer agent by contacting the transfer agent by phone or in writing as noted below:
• |
by telephone at
1-800-407-0256; or |
•
|
by mail
to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Set forth below are the investment minimums for the
fund’s Ultra Shares. The minimums may be waived for certain investors or in the fund’s sole discretion.
|
Minimum
Initial Investment |
Minimum
Additional Investment |
Ultra
Shares |
$1,000,000
|
$1
|
Tax Information
Distributions received from the fund will generally be
taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to Financial Intermediaries
If you purchase shares of the fund through a broker-dealer
or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or
other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
Schwab Government Money Fund | Fund Summary3
Schwab® Treasury Obligations Money Fund
Ticker
Symbol: |
Ultra Shares: [ ] |
Investment Objective
The fund’s goal is to seek current income consistent
with stability of capital and liquidity. The fund’s investment objective is not fundamental and therefore may be changed by the fund’s Board of Trustees without shareholder approval.
Fund Fees and Expenses
This table describes the fees and expenses you may pay if
you buy and hold shares of the fund. This table does not reflect any brokerage fees or commissions you may incur when buying or selling fund shares.
Shareholder
Fees (fees paid directly from your investment) |
|
Ultra
Shares |
|
None
|
Annual
Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment) |
Management
fees |
[ ]
|
Distribution
(12b-1) fees |
None
|
Other
expenses1 |
[ ]
|
Total
annual fund operating expenses |
[ ]
|
Less
expense reduction |
([ ])
|
Total
annual fund operating expenses after expense reduction2 |
[ ]
|
1 |
“Other expenses”
is an estimate based on the expenses the fund’s Ultra Shares expects to incur for its first full fiscal year. |
2 |
The
investment adviser and its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the Ultra Shares to 0.19% for so long as the investment adviser serves as the adviser
to the fund (contractual expense limitation agreement). This contractual expense limitation agreement may only be amended or terminated with the approval of the fund’s Board of Trustees. |
Example
This example is intended to help you compare the cost of
investing in the fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those time periods. The example also assumes
that your investment has a 5% return each year and that the fund’s operating expenses remain the same. The figures are based on total annual fund operating expenses after any expense reduction. The example does not reflect any brokerage fees
or commissions you may incur when buying or selling fund shares. Your actual costs may be higher or lower.
Expenses
on a $10,000 Investment |
|
1
Year |
3
Years |
5
Years |
10
Years |
Ultra
Shares |
$[ ]
|
$[ ]
|
$[ ]
|
$[ ]
|
Principal Investment Strategies
To pursue its goal, the fund typically invests in securities
backed by the full faith and credit of the U.S. government and repurchase agreements backed by such investments. The fund intends to operate as a government money market fund under the regulations governing money
market funds. The fund will invest at least 99.5% of its total assets in cash, government securities and/or repurchase agreements that are collateralized fully by cash and/or government securities; under normal circumstances, at least 80% of the
fund’s net assets (including, for this purpose, any borrowings for investment purposes) will be invested solely in U.S. Treasury obligations or repurchase agreements backed by such obligations (excluding cash). With respect to the 80% policy,
the fund will notify its shareholders at least 60 days before changing the policy. The full faith and credit backing is the strongest backing offered by the U.S. government, and traditionally is considered by investors to be the highest degree of
safety as far as the payment of principal and interest.
Based on the fund manager’s view of market conditions
for U.S. Treasury securities, the fund may invest up to 20% of its net assets in: (i) obligations that are issued by the U.S. government, its agencies or instrumentalities, including obligations that are not fully guaranteed by the U.S. Treasury,
such as those issued by the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac) and the Federal Home Loan Banks, and repurchase agreements backed by such obligations; and (ii) obligations that
are issued by private issuers that are guaranteed as to principal or interest by the U.S. government, its agencies or instrumentalities. Obligations that are issued by private issuers that are guaranteed as to principal or interest by the U.S.
government, its agencies or instrumentalities are considered U.S. government securities under the rules that govern money market funds.
In choosing securities, the fund’s manager seeks to
maximize current income within the limits of the fund’s investment objective and credit, maturity and diversification policies. By investing primarily in full faith and credit U.S. government investments and repurchase agreements backed by
such investments, the fund seeks to provide safety as to its assets. The portfolio manager may adjust the fund’s holdings or its average maturity based on actual or anticipated changes in credit quality or market dynamics, such as interest
rates. To preserve its investors’ capital, the fund seeks to maintain a stable $1.00 share price.
For temporary defensive purposes during unusual market
conditions, the fund may invest up to 100% of its assets in cash, cash equivalents or other high quality short-term investments.
4Schwab Treasury Obligations Money Fund | Fund Summary
As a government money market fund, the fund’s Board of
Trustees (the Board) has determined not to subject the fund to a liquidity fee and/or a redemption gate on fund redemptions. Please note that the Board has reserved its ability to change this determination with respect to liquidity fees and/or
redemption gates, but only after providing appropriate prior notice to shareholders.
Principal Risks
The fund is subject to risks, any of which could cause an
investor to lose money. The fund’s principal risks include:
Market Risk. Financial markets
rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. Markets may be impacted by economic, political, regulatory and other conditions, including economic sanctions and other government actions. In addition, the
occurrence of global events, such as war, terrorism, environmental disasters, natural disasters and epidemics, may also negatively affect the financial markets. These events could reduce consumer demand or economic output; result in market closures,
low or negative interest rates, travel restrictions or quarantines; and significantly adversely impact the economy. Governmental and quasi-governmental authorities and regulators throughout the world have in the past often responded to serious
economic disruptions with a variety of significant fiscal and monetary policy changes which could have an unexpected impact on financial markets and the fund’s investments. As with any investment whose performance is tied to these markets, the
value of an investment in the fund will fluctuate, which means that an investor could lose money over short or long periods.
Investment Risk. You
could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. The fund’s sponsor has no legal obligation to provide financial support to the fund, and you should not expect that the sponsor will provide financial support to the fund at any
time.
Interest Rate Risk. Interest rates rise and fall over time. As with any investment whose yield reflects current interest rates, the fund’s yield will change over time. During periods when interest rates are low or there are negative
interest rates, the fund’s yield (and total return) also could be low or even negative. In addition, the fund may be unable to pay expenses out of fund assets or maintain a stable $1.00 share price. Also, a change in a central
bank’s monetary policy or economic conditions may result in a change in interest rates, which could have sudden and unpredictable effects on the markets. Volatility in the market may decrease liquidity in the money market securities markets,
making it more difficult for the fund to sell its money market investments at a time when the investment adviser might wish to sell such investments. Decreased market liquidity also may make it more difficult to value some or all of the fund’s
money market securities holdings.
Credit Risk. A decline in the
credit quality of an issuer, guarantor or liquidity provider of a portfolio investment or a counterparty could cause the fund to lose money or underperform. The fund could lose money if, due to a decline in credit quality, the issuer, guarantor or
liquidity provider of a portfolio investment or a counterparty fails to make, or is perceived as being unable or unwilling to make, timely principal or interest payments or otherwise honor its obligations. Even though the fund’s
investments in repurchase agreements are collateralized at all times, there is some risk to the fund if the other party should default on its obligations and the fund is delayed or prevented from recovering or disposing of the collateral. The credit
quality of the fund’s portfolio holdings can change rapidly in certain market environments and any downgrade or default on the part of a single portfolio investment could cause the fund’s share price or yield to fall.
Certain U.S. government securities that the fund invests in
are not backed by the full faith and credit of the U.S. government, which means they are neither issued nor guaranteed by the U.S. Treasury. Although maintained in conservatorship by the Federal Housing Finance Agency (FHFA) since September 2008,
Fannie Mae and Freddie Mac maintain only lines of credit with the U.S. Treasury. Additionally, the FHFA recently announced plans to begin removing Fannie Mae and Freddie Mac from conservatorship. The Federal Home Loan Banks maintain limited access
to credit lines from the U.S. Treasury. Other securities, such as obligations issued by the Federal Farm Credit Banks Funding Corporation, are supported solely by the credit of the issuer. There can be no assurance that the U.S. government will
provide financial support to securities of its agencies and instrumentalities if it is not obligated to do so under law. Also, any government guarantees on securities the fund owns do not extend to the shares of the fund itself.
Stable Net Asset Value Risk.
If the fund or another money market fund fails to maintain a stable net asset value (or such perception exists in the market place), the fund could experience increased redemptions, which may adversely impact the fund’s share price. The fund
is permitted, among other things, to reduce or withhold any income and/or gains generated from its portfolio to maintain a stable $1.00 share price.
Repurchase Agreements Risk.
When the fund enters into a repurchase agreement, the fund is exposed to the risk that the other party (i.e., the counterparty) will not fulfill its contractual obligation. In a repurchase agreement, there exists the risk that when the fund buys a
security from a counterparty that agrees to repurchase the security at an agreed upon price (usually higher) and time, the counterparty will not repurchase the security.
Management Risk. Any
actively managed mutual fund is subject to the risk that its investment adviser will select investments or allocate assets in a manner that could cause the fund to underperform or otherwise not meet its investment objective. The fund’s
investment adviser applies its own investment techniques and risk analyses in making investment decisions for the fund, but there can be no guarantee that they will produce the desired results. The investment adviser’s maturity decisions will
also affect
Schwab
Treasury Obligations Money Fund | Fund Summary5
the fund’s yield, and potentially could affect its share price. To the
extent that the investment adviser anticipates interest rate trends imprecisely, the fund’s yield at times could lag the yields of other money market funds.
Redemption Risk. The fund may
experience periods of heavy redemptions that could cause the fund to liquidate its assets at inopportune times or at a loss or depressed value, particularly during periods of declining or illiquid markets. Redemptions by a few large investors in the
fund may have a significant adverse effect on the fund’s ability to maintain a stable $1.00 share price. In the event any money market fund fails to maintain a stable net asset value, other money market funds, including the fund, could face a
market-wide risk of increased redemption pressures, potentially jeopardizing the stability of their $1.00 share prices.
Money Market Fund Risk. The
fund is not designed to offer capital appreciation. In exchange for their emphasis on stability and liquidity, money market investments may offer lower long-term performance than stock or bond investments.
Performance
The bar chart below shows how the fund’s Investor
Shares investment results have varied from year to year, and the following table shows the fund’s Investor Shares average annual total returns for various periods. This information provides some indication of the risks of investing in the
fund. All figures assume distributions were reinvested. No performance is shown for the fund’s Ultra Shares because the Ultra Shares had not commenced operations prior to the date of this prospectus. The Investor Shares and the Ultra Shares of
the fund would have substantially similar performance because they invest in the same portfolio of securities and the annual returns would differ only to the extent that the Ultra Shares has lower expenses. Keep in mind that future performance may
differ from past performance. For current performance information, please see www.schwabfunds.com/schwabfunds_prospectus or call toll-free 1-877-824-5615 for the fund’s current seven-day yield.
Annual Total Returns (%) as of
12/31
Best Quarter: 0.52% Q2 2019
Worst Quarter: 0.00% Q1 2016
Year-to-date performance as of 6/30/20: 0.27%
Average
Annual Total Returns as of 12/31/19 |
|
1
Year |
5
Years |
Since
Inception (4/24/12) |
Investor
Shares |
1.90%
|
0.80%
|
0.52%
|
Ultra
Shares |
-
|
-
|
-
|
Investment Adviser
Charles Schwab Investment Management, Inc.
Purchase and Sale of Fund Shares
The fund is open for business each day that the New York
Stock Exchange (NYSE) is open except when the following federal holidays are observed: Columbus Day and Veterans Day. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the
NYSE has an unscheduled early closing on a day it has opened for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price, as of the normally scheduled close of
regular trading on the NYSE for that day.
Eligible
Investors (as determined by the fund) may only invest in the fund through an account at Charles Schwab & Co., Inc. (Schwab) or another financial intermediary. When you place orders to purchase, exchange or redeem fund shares through Schwab or
another financial intermediary, you must follow Schwab’s or the other financial intermediary’s transaction procedures. Shareholders who previously purchased fund shares through the fund’s transfer agent and continue to hold such
shares directly through the fund’s transfer agent may make additional purchases and place exchange and redemption orders through the fund’s transfer agent by contacting the transfer agent by phone or in writing as noted below:
• |
by telephone at
1-800-407-0256; or |
•
|
by mail
to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Set forth below are the investment minimums for the
fund’s Ultra Shares. The minimums may be waived for certain investors or in the fund’s sole discretion.
|
Minimum
Initial Investment |
Minimum
Additional Investment |
Ultra
Shares |
$1,000,000
|
$1
|
Tax Information
Distributions received from the fund will generally be
taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to Financial Intermediaries
If you purchase shares of the fund through a broker-dealer
or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares
6Schwab Treasury Obligations Money Fund | Fund Summary
and related services. These payments may create a conflict of interest by
influencing the broker-dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
Schwab Treasury Obligations Money Fund | Fund Summary7
Schwab® U.S. Treasury Money Fund
Ticker
Symbol: |
Ultra Shares: [ ] |
Investment Objective
The fund’s goal is to seek the highest current income
that is consistent with stability of capital and liquidity.
Fund Fees and Expenses
This table describes the fees and expenses you may pay if
you buy and hold shares of the fund. This table does not reflect any brokerage fees or commissions you may incur when buying or selling fund shares.
Shareholder
Fees (fees paid directly from your investment) |
|
Ultra
Shares |
|
None
|
Annual
Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment) |
Management
fees |
[ ]
|
Distribution
(12b-1) fees |
None
|
Other
expenses1 |
[ ]
|
Total
annual fund operating expenses |
[ ]
|
Less
expense reduction |
([ ])
|
Total
annual fund operating expenses after expense reduction2 |
[ ]
|
1 |
“Other expenses”
is an estimate based on the expenses the fund’s Ultra Shares expects to incur for its first full fiscal year. |
2 |
The
investment adviser and its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the Ultra Shares to 0.19% for so long as the investment adviser serves as the adviser
to the fund (contractual expense limitation agreement). This contractual expense limitation agreement may only be amended or terminated with the approval of the fund’s Board of Trustees. |
Example
This example is intended to help you compare the cost of
investing in the fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those time periods. The example also assumes
that your investment has a 5% return each year and that the fund’s operating expenses remain the same. The figures are based on total annual fund operating expenses after any expense reduction. The example does not reflect any brokerage fees
or commissions you may incur when buying or selling fund shares. Your actual costs may be higher or lower.
Expenses
on a $10,000 Investment |
|
1
Year |
3
Years |
5
Years |
10
Years |
Ultra
Shares |
$[ ]
|
$[ ]
|
$[ ]
|
$[ ]
|
Principal Investment Strategies
To pursue its goal, the fund typically invests in securities
backed by the full faith and credit of the U.S. government. The fund intends to operate as a government money market fund under the regulations governing money market funds. The fund will invest at least 99.5% of
its total assets in cash and/or government securities (including bills and notes); under normal circumstances, at least 80% of the fund’s net assets (including, for this purpose, any borrowings for investment purposes) will be invested solely
in U.S. Treasury securities (excluding cash). With respect to the 80% policy, the fund will notify its shareholders at least 60 days before changing the policy. The full faith and credit backing is the strongest backing offered by the U.S.
government, and traditionally is considered by investors to be the highest degree of safety as far as the payment of principal and interest.
Based on the fund manager’s view of market conditions
for U.S. Treasury securities, the fund may invest up to 20% of its net assets in: (i) obligations that are issued by the U.S. government, its agencies or instrumentalities, including obligations that are not fully guaranteed by the U.S. Treasury,
such as those issued by the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac) and the Federal Home Loan Banks; and (ii) obligations that are issued by private issuers that are guaranteed as
to principal or interest by the U.S. government, its agencies or instrumentalities. Obligations that are issued by private issuers that are guaranteed as to principal or interest by the U.S. government, its agencies or instrumentalities are
considered U.S. government securities under the rules that govern money market funds.
In choosing securities, the fund’s manager seeks to
maximize current income within the limits of the fund’s investment objective and credit, maturity and diversification policies. By investing primarily in full faith and credit U.S. government investments, the fund seeks to provide maximum
safety as to its assets. The fund is distinct from certain other types of government money market funds in that it does not invest in repurchase agreements. The portfolio manager may adjust the fund’s holdings or its average maturity based on
actual or anticipated changes in credit quality or market dynamics, such as interest rates. To preserve its investors’ capital, the fund seeks to maintain a stable $1.00 share price.
Because the income from U.S. Treasury securities is exempt
from state and local income taxes, the fund generally expects that the majority of the dividends it pays will be exempt from those taxes as well. (Dividends still will be subject to federal income tax.) However, the fund may invest up to 20% of its
net assets in non-U.S. Treasury investments that are not exempt from state and
8Schwab U.S. Treasury Money Fund | Fund Summary
local income taxes. Further, during unusual market conditions, the fund may
invest a greater portion of its assets in investments that are not exempt from state and local income taxes as a temporary defensive measure. When the fund engages in such activities, it may not achieve its investment goal.
For temporary defensive purposes during unusual market
conditions, the fund may invest up to 100% of its assets in cash, cash equivalents or other high quality short-term investments.
As a government money market fund, the fund’s Board of
Trustees (the Board) has determined not to subject the fund to a liquidity fee and/or a redemption gate on fund redemptions. Please note that the Board has reserved its ability to change this determination with respect to liquidity fees and/or
redemption gates, but only after providing appropriate prior notice to shareholders.
Principal Risks
The fund is subject to risks, any of which could cause an
investor to lose money. The fund’s principal risks include:
Market Risk. Financial markets
rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. Markets may be impacted by economic, political, regulatory and other conditions, including economic sanctions and other government actions. In addition, the
occurrence of global events, such as war, terrorism, environmental disasters, natural disasters and epidemics, may also negatively affect the financial markets. These events could reduce consumer demand or economic output; result in market closures,
low or negative interest rates, travel restrictions or quarantines; and significantly adversely impact the economy. Governmental and quasi-governmental authorities and regulators throughout the world have in the past often responded to serious
economic disruptions with a variety of significant fiscal and monetary policy changes which could have an unexpected impact on financial markets and the fund’s investments. As with any investment whose performance is tied to these markets, the
value of an investment in the fund will fluctuate, which means that an investor could lose money over short or long periods.
Investment Risk. You
could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. The fund’s sponsor has no legal obligation to provide financial support to the fund, and you should not expect that the sponsor will provide financial support to the fund at any
time.
Interest Rate Risk. Interest rates rise and fall over time. As with any investment whose yield reflects current interest rates, the fund’s yield will change over time. During periods when interest rates are low or there are negative
interest rates, the fund’s yield (and total return) also could be low or even negative. In addition, the fund may be unable to pay expenses out of fund assets or maintain a stable $1.00 share price. Also, a change in a central
bank’s monetary policy or economic conditions may result in a
change in interest rates, which could have sudden and unpredictable effects
on the markets. Volatility in the market may decrease liquidity in the money market securities markets, making it more difficult for the fund to sell its money market investments at a time when the investment adviser might wish to sell such
investments. Decreased market liquidity also may make it more difficult to value some or all of the fund’s money market securities holdings.
Stable Net Asset Value Risk.
If the fund or another money market fund fails to maintain a stable net asset value (or such perception exists in the market place), the fund could experience increased redemptions, which may adversely impact the fund’s share price. The fund
is permitted, among other things, to reduce or withhold any income and/or gains generated from its portfolio to maintain a stable $1.00 share price.
Credit Risk. A decline in the
credit quality of an issuer, guarantor or liquidity provider of a portfolio investment or a counterparty could cause the fund to lose money or underperform. The fund could lose money if, due to a decline in credit quality, the issuer, guarantor or
liquidity provider of a portfolio investment or a counterparty fails to make, or is perceived as being unable or unwilling to make, timely principal or interest payments or otherwise honor its obligations. The credit quality of the fund’s
portfolio holdings can change rapidly in certain market environments and any downgrade or default on the part of a single portfolio investment could cause the fund’s share price or yield to fall.
Certain U.S. government securities that the fund invests in
are not backed by the full faith and credit of the U.S. government, which means they are neither issued nor guaranteed by the U.S. Treasury. Although maintained in conservatorship by the Federal Housing Finance Agency (FHFA) since September 2008,
Fannie Mae and Freddie Mac maintain only lines of credit with the U.S. Treasury. Additionally, the FHFA recently announced plans to begin removing Fannie Mae and Freddie Mac from conservatorship. The Federal Home Loan Banks maintain limited access
to credit lines from the U.S. Treasury. Other securities, such as obligations issued by the Federal Farm Credit Banks Funding Corporation, are supported solely by the credit of the issuer. There can be no assurance that the U.S. government will
provide financial support to securities of its agencies and instrumentalities if it is not obligated to do so under law. Also, any government guarantees on securities the fund owns do not extend to the shares of the fund itself.
Management Risk. Any
actively managed mutual fund is subject to the risk that its investment adviser will select investments or allocate assets in a manner that could cause the fund to underperform or otherwise not meet its investment objective. The fund’s
investment adviser applies its own investment techniques and risk analyses in making investment decisions for the fund, but there can be no guarantee that they will produce the desired results. The investment adviser’s maturity decisions will
also affect the fund’s yield, and potentially could affect its share price. To the extent that the investment adviser anticipates interest rate trends
Schwab
U.S. Treasury Money Fund | Fund Summary9
imprecisely, the fund’s yield at times could lag the yields of other
money market funds.
Redemption Risk. The fund may experience periods of heavy redemptions that could cause the fund to liquidate its assets at inopportune times or at a loss or depressed value, particularly during periods of declining or illiquid markets.
Redemptions by a few large investors in the fund may have a significant adverse effect on the fund’s ability to maintain a stable $1.00 share price. In the event any money market fund fails to maintain a stable net asset value, other money
market funds, including the fund, could face a market-wide risk of increased redemption pressures, potentially jeopardizing the stability of their $1.00 share prices.
Money Market Fund Risk. The
fund is not designed to offer capital appreciation. In exchange for their emphasis on stability and liquidity, money market investments may offer lower long-term performance than stock or bond investments.
Performance
The bar chart below shows the fund’s Investor Shares
investment results for the prior calendar year, and the following table shows the fund’s Investor Shares average annual total returns for various periods. This information provides some indication of the risks of investing in the fund. All
figures assume distributions were reinvested. No performance is shown for the fund’s Ultra Shares because the Ultra Shares had not commenced operations prior to the date of this prospectus. The Investor Shares and the Ultra Shares of the fund
would have substantially similar performance because they invest in the same portfolio of securities and the annual returns would differ only to the extent that the Ultra Shares has lower expenses. Keep in mind that future performance may differ
from past performance. For current performance information, please see www.schwabfunds.com/schwabfunds_prospectus or call toll-free 1-877-824-5615 for the fund’s current seven-day yield.
Annual Total Returns (%) as of
12/31
Best Quarter: 0.51% Q2 2019
Worst Quarter: 0.37% Q4 2019
Year-to-date performance as of 6/30/20: 0.27%
Average
Annual Total Returns as of 12/31/19 |
|
1
Year |
Since
Inception (1/17/18) |
Investor
Shares |
1.84%
|
1.65%
|
Ultra
Shares |
-
|
-
|
Investment Adviser
Charles Schwab Investment Management, Inc.
Purchase and Sale of Fund Shares
The fund is open for business each day that the New York
Stock Exchange (NYSE) is open except when the following federal holidays are observed: Columbus Day and Veterans Day. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the
NYSE has an unscheduled early closing on a day it has opened for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price, as of the normally scheduled close of
regular trading on the NYSE for that day.
Eligible
Investors (as determined by the fund) may only invest in the fund through an account at Charles Schwab & Co., Inc. (Schwab) or another financial intermediary. When you place orders to purchase, exchange or redeem fund shares through Schwab or
another financial intermediary, you must follow Schwab’s or the other financial intermediary’s transaction procedures. Shareholders who previously purchased fund shares through the fund’s transfer agent and continue to hold such
shares directly through the fund’s transfer agent may make additional purchases and place exchange and redemption orders through the fund’s transfer agent by contacting the transfer agent by phone or in writing as noted below:
• |
by telephone at
1-800-407-0256; or |
•
|
by mail
to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Set forth below are the investment minimums for the
fund’s Ultra Shares. The minimums may be waived for certain investors or in the fund’s sole discretion.
|
Minimum
Initial Investment |
Minimum
Additional Investment |
Ultra
Shares |
$1,000,000
|
$1
|
Tax Information
Distributions received from the fund will generally be
taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account, although dividends paid by the fund from income earned on U.S. Treasury securities are exempt from state and local taxes in
most states.
10Schwab U.S. Treasury Money Fund | Fund Summary
Payments to Financial Intermediaries
If you purchase shares of the fund through a broker-dealer
or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or
other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
Schwab U.S. Treasury Money Fund | Fund Summary11
Fund Details
The funds invest exclusively in money market instruments.
There can be no assurance that the funds will achieve their investment objectives. Except as explicitly described otherwise, the strategies and policies of the funds may be changed without shareholder approval. In addition, the investment objective
of the Schwab Treasury Obligations Money Fund may be changed without shareholder approval.
Money Fund Regulations
Money market funds in the United States are subject to rules
governing their operation:
• |
Credit quality: money market
funds must invest exclusively in high-quality securities. |
• |
Diversification:
requirements for diversification limit a fund’s exposure to any given issuer, guarantor or liquidity provider. |
• |
Maturity: money market funds
must maintain a dollar-weighted average portfolio maturity of no more than 60 days and a dollar-weighted average life to maturity of no more than 120 days. In addition, money market funds cannot invest in any security whose effective maturity is
longer than 397 days (approximately 13 months). |
•
|
Liquidity: taxable
money market funds are subject to a minimum liquidity requirement that prohibits a fund from acquiring certain types of securities, if immediately after the acquisition, the fund’s investments in daily or weekly liquid assets would be
below 10% or 30%, respectively, of the fund’s total assets. |
Portfolio Holdings
A description of the funds’ policies and procedures with
respect to the disclosure of each fund’s portfolio securities is available in the funds’ Statement of Additional Information (SAI). Each fund posts on its website at
www.schwabfunds.com/schwabfunds_prospectus a list of the securities held by each fund as of the last business day of the most recent month. This list is updated within 5 business days after the end of each
month and will remain available online for at least 6 months after the initial posting. In addition, not later than 5 business days after the end of each calendar month, each fund will file a schedule of information regarding its portfolio holdings
and other information about the fund as of the last day of that month with the SEC on Form N-MFP. These filings will be publicly available immediately upon filing on the SEC’s website at www.sec.gov. A
link to each fund’s Form N-MFP filings on the SEC’s website will also be available at www.schwabfunds.com/schwabfunds_prospectus.
12Schwab
Money Funds | Fund Details
Financial Highlights
This section provides further details about the financial
history of each fund and its respective share classes (none of which are offered in this prospectus), for the past five years or, if shorter, for its period of operations. No financial highlights are presented for the Ultra Shares for each fund
because the Ultra Shares for each respective fund had not commenced operations prior to the date of this prospectus. Certain information reflects financial results for a single fund share. “Total return” shows the percentage that an
investor in a fund would have earned or lost during a given period, assuming all distributions were reinvested. This information has been audited (except for the period ended June 30, 2020, which is unaudited) by [ ], an
independent registered public accounting firm. [ ]’s full report is included in each fund’s annual report (see back cover). Each fund’s unaudited financial statements for the semiannual period ended June 30,
2020 is included in each fund’s semiannual report (see back cover). [ ] resigned as the funds’ independent registered public accounting firm effective June 8, 2020. The funds’ Board of Trustees appointed
[ ] beginning June 9, 2020 to act as the funds’ independent registered public accounting firm. [TO BE UPDATED BY AMENDMENT]
Schwab Government Money Fund
Sweep
Shares |
1/1/20–
6/30/20 |
1/1/19–
12/31/19 |
1/1/18–
12/31/18 |
1/1/17–
12/31/17 |
1/1/16–
12/31/16 |
1/1/15–
12/31/15 |
Per-Share
Data |
Net
asset value at beginning of period |
$[ ]
|
$
1.00 |
$
1.00 |
$
1.00 |
$
1.00 |
$
1.00 |
Income
(loss) from investment operations: |
|
|
|
|
|
|
Net
investment income (loss)1 |
[ ]
|
0.02
|
0.01
|
0.00
2 |
0.00
2 |
—
|
Net
realized and unrealized gains (losses) |
[ ]
|
—
|
0.00
2 |
0.00
2 |
0.00
2 |
(0.00)
2 |
Total
from investment operations |
[ ]
|
0.02
|
0.01
|
0.00
2 |
0.00
2 |
(0.00)
2 |
Less
distributions: |
|
|
|
|
|
|
Distributions
from net investment income |
[ ]
|
(0.02)
|
(0.01)
|
(0.00)
2 |
(0.00)
2 |
—
|
Distributions
from net realized gains |
[ ]
|
—
|
(0.00)
2 |
(0.00)
2 |
—
|
—
|
Total
distributions |
[ ]
|
(0.02)
|
(0.01)
|
(0.00)
2 |
(0.00)
2 |
—
|
Net
asset value at end of period |
$[ ]
|
$
1.00 |
$
1.00 |
$
1.00 |
$
1.00 |
$
1.00 |
Total
return |
[ ]%
|
1.65%
|
1.23%
|
0.26%
|
0.01%
|
—
|
Ratios/Supplemental
Data |
Ratios
to average net assets: |
|
|
|
|
|
|
Net
operating expenses |
[ ]%
|
0.59%
|
0.62%
|
0.63%
3,4 |
0.39%
3 |
0.14%
3 |
Gross
operating expenses |
[ ]%
|
0.59%
|
0.62%
|
0.68%
|
0.71%
|
0.72%
|
Net
investment income (loss) |
[ ]%
|
1.64%
|
1.12%
|
0.25%
|
0.01%
|
0.00%
|
Net
assets, end of period (x 1,000,000) |
$[ ]
|
$12,450
|
$11,325
|
$25,324
|
$32,377
|
$23,017
|
1 |
Calculated based on the
average shares outstanding during the period. |
2 |
Per-share amount was less
than $0.005. |
3 |
Reflects the effect of a
voluntary yield waiver in excess of the contractual expense limitation. |
4 |
Effective
October 3, 2017, the contractual expense limitation changed. The ratio presented for period ended December 31, 2017 is a blended ratio. |
Schwab Money Funds | Financial
Highlights13
Schwab Government Money Fund
Investor
Shares |
1/1/20–
6/30/20 |
1/1/19–
12/31/19 |
1/1/18–
12/31/18 |
1/1/17–
12/31/171 |
1/1/16–
12/31/16 |
1/21/15
2– 12/31/15 |
Per-Share
Data |
Net
asset value at beginning of period |
$[ ]
|
$
1.00 |
$
1.00 |
$
1.00 |
$
1.00 |
$
1.00 |
Income
(loss) from investment operations: |
|
|
|
|
|
|
Net
investment income (loss)3 |
[ ]
|
0.02
|
0.02
|
0.00
4 |
0.00
4 |
—
|
Net
realized and unrealized gains (losses) |
[ ]
|
—
|
0.00
4 |
0.00
4 |
0.00
4 |
(0.00)
4 |
Total
from investment operations |
[ ]
|
0.02
|
0.02
|
0.00
4 |
0.00
4 |
(0.00)
4 |
Less
distributions: |
|
|
|
|
|
|
Distributions
from net investment income |
[ ]
|
(0.02)
|
(0.02)
|
(0.00)
4 |
(0.00)
4 |
—
|
Distributions
from net realized gains |
[ ]
|
—
|
(0.00)
4 |
(0.00)
4 |
—
|
—
|
Total
distributions |
[ ]
|
(0.02)
|
(0.02)
|
(0.00)
4 |
(0.00)
4 |
—
|
Net
asset value at end of period |
$[ ]
|
$
1.00 |
$
1.00 |
$
1.00 |
$
1.00 |
$
1.00 |
Total
return |
[ ]%
|
1.90%
|
1.51%
|
0.50%
|
0.05%
|
—
5 |
Ratios/Supplemental
Data |
Ratios
to average net assets: |
|
|
|
|
|
|
Net
operating expenses |
[ ]%
|
0.35%
|
0.35%
|
0.40%
6,7 |
0.33%
|
0.20%
8 |
Gross
operating expenses |
[ ]%
|
0.47%
|
0.48%
|
0.53%
|
0.55%
|
0.57%
8 |
Net
investment income (loss) |
[ ]%
|
1.84%
|
1.66%
|
0.51%
|
0.09%
|
0.00%
8 |
Net
assets, end of period (x 1,000,000) |
$[ ]
|
$13,436
|
$7,871
|
$1,362
|
$
939 |
$
100 |
1 |
Effective October 3, 2017,
the share class name of Purchased Shares was changed to Investor Shares. |
2 |
Commencement of operations.
|
3 |
Calculated based on the
average shares outstanding during the period. |
4 |
Per-share amount was less
than $0.005. |
5 |
Not annualized. |
6 |
Reflects the effect of a
voluntary yield waiver in excess of the contractual expense limitation. |
7 |
Effective October 3, 2017,
the contractual expense limitation changed. The ratio presented for period ended December 31, 2017 is a blended ratio. |
8 |
Annualized.
|
14Schwab
Money Funds | Financial Highlights
Schwab Treasury Obligations Money Fund
Investor
Shares |
1/1/20–
6/30/20 |
1/1/19–
12/31/19 |
1/1/18–
12/31/18 |
1/1/17–
12/31/171 |
1/1/16–
12/31/16 |
1/1/15–
12/31/15 |
Per-Share
Data |
Net
asset value at beginning of period |
$[ ]
|
$
1.00 |
$
1.00 |
$
1.00 |
$
1.00 |
$1.00
|
Income
(loss) from investment operations: |
|
|
|
|
|
|
Net
investment income (loss)2 |
[ ]
|
0.02
|
0.02
|
0.01
|
0.00
3 |
—
|
Net
realized and unrealized gains (losses) |
[ ]
|
0.00
3 |
(0.01)
4 |
0.00
3 |
(0.00)
3 |
0.00
3 |
Total
from investment operations |
[ ]
|
0.02
|
0.01
|
0.01
|
0.00
3 |
0.00
3 |
Less
distributions: |
|
|
|
|
|
|
Distributions
from net investment income |
[ ]
|
(0.02)
|
(0.01)
|
(0.01)
|
(0.00)
3 |
—
|
Distributions
from net realized gains |
[ ]
|
(0.00)
3 |
—
|
(0.00)
3 |
—
|
—
|
Total
distributions |
[ ]
|
(0.02)
|
(0.01)
|
(0.01)
|
(0.00)
3 |
—
|
Net
asset value at end of period |
$[ ]
|
$
1.00 |
$
1.00 |
$
1.00 |
$
1.00 |
$1.00
|
Total
return |
[ ]%
|
1.89%
|
1.51%
|
0.58%
|
0.06%
|
—
|
Ratios/Supplemental
Data |
Ratios
to average net assets: |
|
|
|
|
|
|
Net
operating expenses |
[ ]%
|
0.35%
|
0.35%
|
0.33%
5,6 |
0.30%
5 |
0.12%
5 |
Gross
operating expenses |
[ ]%
|
0.48%
|
0.49%
|
0.54%
|
0.58%
|
0.59%
|
Net
investment income (loss) |
[ ]%
|
1.86%
|
1.57%
|
0.65%
|
0.11%
|
0.00%
|
Net
assets, end of period (x 1,000,000) |
$[ ]
|
$10,820
|
$7,545
|
$3,125
|
$
692 |
$
51 |
1 |
Effective October 3, 2017,
the share class name of Value Advantage Shares was changed to Investor Shares. |
2 |
Calculated based on the
average shares outstanding during the period. |
3 |
Per-share amount was less
than $0.005. |
4 |
The per share amount does not
accord with the change in aggregate gains and losses in securities during the period because of the timing of fund transactions in relation to fluctuating market values. |
5 |
Reflects the effect of a
voluntary yield waiver in excess of the contractual expense limitation. |
6 |
Effective
October 3, 2017, the contractual expense limitation changed. The ratio presented for period ended December 31, 2017 is a blended ratio. |
Schwab Money Funds | Financial
Highlights15
Schwab U.S. Treasury Money Fund
Investor
Shares |
1/1/20–
6/30/20 |
1/1/19–
12/31/19 |
1/17/18
1– 12/31/18 |
|
|
|
Per-Share
Data |
Net
asset value at beginning of period |
$[ ]
|
$
1.00 |
$
1.00 |
|
|
|
Income
(loss) from investment operations: |
|
|
|
|
|
|
Net
investment income (loss)2 |
[ ]
|
0.02
|
0.02
|
|
|
|
Net
realized and unrealized gains (losses) |
[ ]
|
0.00
3 |
(0.01)
4 |
|
|
|
Total
from investment operations |
[ ]
|
0.02
|
0.01
|
|
|
|
Less
distributions: |
|
|
|
|
|
|
Distributions
from net investment income |
[ ]
|
(0.02)
|
(0.01)
|
|
|
|
Distributions
from net realized gains |
[ ]
|
(0.00)
3 |
(0.00)
3 |
|
|
|
Total
distributions |
[ ]
|
(0.02)
|
(0.01)
|
|
|
|
Net
asset value at end of period |
$[ ]
|
$
1.00 |
$
1.00 |
|
|
|
Total
return |
[ ]%
|
1.84%
|
1.40%
5 |
|
|
|
Ratios/Supplemental
Data |
Ratios
to average net assets: |
|
|
|
|
|
|
Net
operating expenses |
[ ]%
|
0.35%
|
0.35%
6 |
|
|
|
Gross
operating expenses |
[ ]%
|
0.49%
|
0.49%
6 |
|
|
|
Net
investment income (loss) |
[ ]%
|
1.77%
|
1.64%
6 |
|
|
|
Net
assets, end of period (x 1,000,000) |
$[ ]
|
$7,517
|
$3,414
|
|
|
|
1 |
Commencement of operations.
|
2 |
Calculated based on the
average shares outstanding during the period. |
3 |
Per-share amount was less
than $0.005. |
4 |
The per share amount does not
accord with the change in aggregate gains and losses in securities during the period because of the timing of fund transactions in relation to fluctuating market values. |
5 |
Not annualized. |
6 |
Annualized.
|
16Schwab
Money Funds | Financial Highlights
Fund Management
The investment adviser for the funds is Charles Schwab
Investment Management, Inc. (CSIM), 211 Main Street, San Francisco, CA 94105. CSIM was founded in 1989 and as of July 31, 2020, managed approximately $[ ] billion in assets.
As the investment adviser, CSIM oversees the asset management
and administration of the funds. As compensation for these services, CSIM receives a management fee from each fund. For the 12 months ended December 31, 2019, these fees were 0.31% for the Schwab Government Money Fund, 0.32% for the Schwab Treasury
Obligations Money Fund and 0.33% for the Schwab U.S. Treasury Money Fund. These figures, which are expressed as a percentage of each fund’s average daily net assets, represent the actual amounts paid, including the effects of reductions.
Reductions include any contractual or voluntary waivers or reimbursements. Any applicable contractual expense limitation is described in the Fund Summaries section.
A discussion regarding the basis for the Board of
Trustees’ approval of the funds’ investment advisory agreement is available in each fund’s 2020 semiannual report, which covers the period from January 1, 2020 through June 30, 2020.
Schwab Money Funds |
Fund Management17
Investing in the Funds
In this section, you will find information on buying, selling
and exchanging shares. Eligible Investors may only invest in a fund through an intermediary by placing orders through your brokerage account at Schwab or an account with another broker/dealer, investment adviser, 401(k) plan, employee benefit plan,
administrator, bank, or other financial intermediary (intermediary) that is authorized to accept orders on behalf of the fund (intermediary orders). No new accounts can be opened directly with the funds’ transfer agent. Eligible Shareholders
(as described herein) who purchased fund shares prior to October 2, 2017 directly from, and continue to hold such shares directly through, the funds’ transfer agent may continue to place additional purchase, exchange or redemption orders
through the funds’ transfer agent (direct orders). You also will see how to choose a distribution option for your investment. These pages include helpful information on taxes as well.
The funds generally are not registered for sale in
jurisdictions outside the United States and are intended for purchase by persons residing in the United States. A person is considered resident in the United States if at the time of the investment (i) the account has an address of record in the
United States or a U.S. territory (including APO/FPO/DPO) and (ii) all account owners are resident in the United States or a U.S. territory and have a valid U.S. taxpayer identification number. If an existing account is updated to reflect a non-U.S.
address, the account may be restricted from making additional investments.
Investing Through a Financial Intermediary
Placing Orders Through Your Intermediary
When you place orders through Schwab or other intermediary,
you are not placing your orders directly with a fund, and you must follow Schwab’s or the other intermediary’s transaction procedures. Your intermediary may impose different or additional conditions than the funds on purchases,
redemptions and exchanges of fund shares. These differences may include initial and subsequent investment requirements, exchange policies, fund choices, and cut-off times for investment and trading restrictions. Your intermediary may independently
establish and charge its customers transaction fees, account fees and other fees in addition to the fees charged by the funds, and the intermediary may require its customers to pay a commission when transacting in fund shares. These additional fees
will vary between intermediaries and may vary over time and would increase the cost of your investment and lower investment returns. You should consult your intermediary directly for information regarding these conditions and fees. The funds are not
responsible for the failure of your intermediary to carry out its responsibilities.
Only certain intermediaries are authorized to accept orders on
behalf of a fund. If your fund shares are no longer held by an authorized intermediary, a fund may impose restrictions on your ability to manage or maintain your shares. For example, you will not be able to place orders to purchase additional
shares. To remove these restrictions, you may move your shares to Schwab or another intermediary that is authorized to accept fund orders.
Buying, Selling and Exchanging Shares Through an
Intermediary
To purchase, redeem or exchange shares held
in your Schwab account or in your account at another intermediary, you must place your orders with the intermediary that holds your shares. You may not purchase, redeem or exchange shares held in your intermediary account directly with a fund.
When selling or exchanging shares, you should be aware of the
following fund policies:
• |
For accounts held through a
financial intermediary, each fund typically expects to pay sale proceeds to the financial intermediary for payment to redeeming shareholders within two business days following receipt of a shareholder redemption order; however, each fund may take up
to seven days to pay sale proceeds. |
• |
Each fund reserves the right
to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of the fund’s assets, whichever is less. You may incur transaction expenses and taxable gains in converting
these securities to cash. In addition, a redemption in liquid portfolio securities would be treated as a taxable event for you and may result in the recognition of gain or loss for federal income tax purposes. |
• |
Exchange orders are limited
to Schwab Funds (that are not Sweep Investments®) and Laudus Funds, and must meet the minimum investment and other requirements for the fund and
share class, if applicable, into which you are exchanging. |
•
|
You
should obtain and read the prospectus for the fund into which you are exchanging prior to placing your order. |
18Schwab
Money Funds | Investing in the Funds
Investing Directly with the Funds
Investor Eligibility Requirements for Placing Direct
Orders
Eligible Investors may not purchase shares
directly from the funds’ transfer agent, DST Asset Manager Solutions, Inc. Eligible Shareholders who previously purchased fund shares directly from, and continue to hold such shares directly through, the transfer agent may continue
to place additional purchase orders in the same account(s) directly with the transfer agent.
Methods for Placing Direct Orders
The methods for placing direct orders for additional
purchases, redemptions or exchanges of the funds are described below. With every direct order, you must include your name, your account number, the fund name and share class (if applicable), and the dollar amount you would like to purchase or
redeem. You must authorize the telephone redemption option in the account application (and such authorization must be accepted by the funds) prior to placing direct orders with the funds’ transfer agent.
Additional Direct Purchases by Wire
Subject to acceptance by a fund, only Eligible Shareholders
may make additional purchases of a fund’s shares in the same account(s) by wiring federal funds to the transfer agent. You must call the transfer agent at 1-800-407-0256 prior to the close of a fund (generally 4:00 p.m. Eastern time or the
close of the New York Stock Exchange (NYSE), whichever is earlier) to place your order and to receive wire instructions. Orders received by the transfer agent in good order on or prior to the close of a fund will be processed at the net asset value
per share of the fund for that day. Your wired funds must be received and accepted by the transfer agent prior to 6:00 p.m. Eastern time or the deadline for the Fedwire Funds Service for initiating third party transfers, whichever is earlier, on the
day your purchase order is placed. Please call the transfer agent at 1-800-407-0256 if you have any questions or need additional information. The funds reserve the right to suspend the privilege of direct purchase of additional shares of the funds
at any time.
Additional Direct Purchases by Mail
Subject to acceptance by a fund, only Eligible Shareholders
may make additional purchases of a fund’s shares in the same account(s) by mail. Additional investments may be made at any time by mailing a check (payable to Schwab Funds) to the transfer agent at DST Asset Manager Solutions, Inc., Attn:
Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. Be sure to include your account number on your check. The funds reserve the right to suspend the privilege of direct purchase of additional shares of the funds at any time.
Subject to acceptance by a fund, payment for the purchase of
shares received by mail will be credited to a shareholder’s account at the net asset value per share of the fund next determined after receipt, even though the check may not yet have been converted into federal funds. For purposes of
calculating the purchase price of fund shares, a purchase order is received by a fund on the day that it is in good order unless it is rejected by the fund’s transfer agent. For a cash purchase order of fund shares to be in good order on a
particular day, a check must be received on or before the close of a fund (generally 4:00 p.m. Eastern time or the close of the NYSE, whichever is earlier) on that day. If the payment is received by a fund after the deadline, the purchase price of
fund shares will be based upon the next determination of net asset value of fund shares. No currency, third party checks, foreign checks, starter checks, credit card checks, traveler’s checks or money orders will be accepted by the
funds.
Direct Redemptions and Exchanges
Eligible Shareholders may continue to exchange and redeem
shares held directly with the funds’ transfer agent. When selling or exchanging shares directly, you should be aware of the following fund policies:
• |
Each fund typically expects
to pay sale proceeds by wire, ACH, or by mailing a check, to redeeming shareholders within two business days following receipt of a shareholder redemption order; however, each fund may take up to seven days to pay sale proceeds. |
• |
Each fund reserves the right
to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of the fund’s assets, whichever is less. You may incur transaction expenses and taxable gains in converting
these securities to cash. In addition, a redemption in liquid portfolio securities would be treated as a taxable event for you and may result in the recognition of gain or loss for federal income tax purposes. |
• |
Exchange orders are limited
to Schwab Funds (that are not Sweep Investments) and Laudus Funds, and must meet the minimum investment and other requirements for the fund and share class, if applicable, into which you are exchanging. |
•
|
You
should obtain and read the prospectus for the fund into which you are exchanging prior to placing your order. |
Schwab Money Funds | Investing in the
Funds19
Direct Redemptions by Telephone
If you authorized the telephone redemption option in the
account application, you may place a redemption order by calling the transfer agent at 1-800-407-0256 and requesting that the redemption proceeds be wired per the authorized instructions in the account application or mailed to the primary
registration address. Your redemption order will be processed at the net asset value per share of a fund next determined after receipt of your telephone redemption order by the transfer agent. Please note that the transfer agent may only act on
telephone instructions believed by the transfer agent to be genuine. The transfer agent’s records of such instructions are binding on the shareholder. The funds and their service providers (including the transfer agent, Schwab and CSIM) are
not responsible for any losses or costs that may arise from following telephone instructions that the transfer agent reasonably believes to be genuine. The transfer agent will employ reasonable procedures to confirm that instructions communicated
are genuine. These procedures include tape recording of telephone instructions and requiring some form of personal identification prior to acting upon instructions received by telephone.
Direct Redemptions by Mail
You may redeem your fund shares by mail by sending a request
letter to the funds’ transfer agent at DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. Your redemption request will be processed by a fund at the net asset value per share of the fund next
determined after the request is received in good order. To be in good order, the redemption request must include the name of the fund and the number of shares or the dollar amount to be redeemed, all required signatures and authorizations and any
required signature guarantees.
Additional Direct
Redemption Information
To protect you, the funds and
their service providers from fraud, signature guarantees may be required to enable the transfer agent to verify the identity of the person who has authorized a redemption from an account. Signature guarantees are required for (1) redemptions where
the proceeds are to be sent to someone other than the registered shareholder(s) at the registered address, (2) redemptions if your account address has changed within the last 10 business days, (3) share transfer requests, and (4) redemptions where
the proceeds are wired in connection with bank instructions not already on file with the transfer agent. Signature guarantees may be obtained from certain eligible financial institutions, including, but not limited to, the following: U.S. banks,
trust companies, credit unions, securities brokers and dealers, savings and loan associations and participants in the Securities and Transfer Association Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) or the New York Stock
Exchange Medallion Signature Program (MSP). Signature guarantees from non-U.S. banks that do not include a stamp may require a U.S. consulate stamp. You may contact the transfer agent at 1-800-407-0256 for further details.
Direct Exchange and Conversion Privileges
Upon request, and subject to certain limitations, shares of a
fund may be exchanged into shares of any other Schwab Fund (that is not a Sweep Investment) or Laudus Fund. Upon request, and subject to certain limitations, shares of a class of a fund may be converted into shares of any other class of a fund (that
is not a Sweep Investment). In order to exchange to another fund or convert your shares to another class of shares of your fund, you must meet the minimum investment and other requirements for the fund or share class into which you are
exchanging or converting. Further, you should read the prospectus for the fund or share class into which you are exchanging or converting prior to placing your order. A new account opened by exchange or conversion must be established with
the same name(s), address(es) and tax identification number(s) as the existing account. All exchanges and conversions will be made based on the respective net asset values next determined following receipt of the request by a fund containing the
information indicated below.
The funds reserve the right
to suspend the privilege of exchanging or converting shares of the funds by mail or by telephone at any time. The funds further reserve the right to materially modify or terminate the exchange or conversion privilege upon 60 days’
written notice to shareholders.
Direct Exchanges and
Conversions by Telephone
If you authorized the telephone
redemption option in the account application, you may exchange or convert fund shares by telephone by calling the funds’ transfer agent at 1-800-407-0256. Please be prepared to provide the following information: (a) the account number, tax
identification number and account registration; (b) the class of shares to be exchanged or converted; (c) the name of the fund from which and the fund into which the exchange is to be made; and (d) the dollar or share amount to be
exchanged or converted. Please note that the transfer agent may act only on telephone instructions believed by the transfer agent to be genuine. Please see the section entitled “Direct Redemptions by Telephone” for more information
regarding transacting with the funds’ transfer agent via telephone.
20Schwab
Money Funds | Investing in the Funds
Direct Exchanges and Conversions by Mail
To exchange or convert fund shares by mail, simply send a
letter of instruction to the funds’ transfer agent at DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. The letter of instruction must include: (a) your account number; (b) the class of shares
to be exchanged or converted; (c) the fund from and the fund into which the exchange is to be made; (d) the dollar or share amount to be exchanged or converted; and (e) the signatures of all registered owners or authorized parties.
Share Price
The funds are open for business each day that the NYSE is open
except when the following federal holidays are observed: Columbus Day and Veterans Day. The funds calculate their share prices each business day, as of the close of the NYSE (generally 4:00 p.m. Eastern time). If
the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened for business, each fund reserves the right to treat such day
as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day.
A fund’s share price is its net asset value per share,
or NAV, which is the fund’s net assets divided by the number of its shares outstanding. The funds seek to maintain a stable NAV of $1.00.
Orders that are received in good order are executed at the
next NAV to be calculated. Orders to buy shares that are accepted no later than the close of a fund (generally 4:00 p.m. Eastern time) generally will receive the next business day’s dividend. Orders to sell or exchange shares that are accepted
and executed no later than the close of a fund on a given day generally will receive that day’s dividend.
The funds value their investment holdings on the basis of
amortized cost (cost plus any discount, or minus any premium, accrued since purchase). Many money market funds use this method to calculate NAV.
Additional Policies Affecting Your Investment
Each fund reserves certain rights, including the
following:
• |
To temporarily reduce or
suspend dividend payments in an effort to maintain a fund’s stable $1.00 share price. |
• |
To materially modify or
terminate the exchange privilege upon 60 days’ written notice to shareholders. |
• |
To change or waive a
fund’s investment minimums. |
• |
To suspend the right to sell
shares back to a fund, and delay sending proceeds, during times when trading on the NYSE is restricted or halted, or otherwise as permitted by the SEC, such as to facilitate an orderly liquidation of a fund. |
•
|
To
withdraw or suspend any part of the offering made by this prospectus. |
Investment Minimums
[Not all share classes may be available through financial
intermediaries other than Schwab.]
|
Minimum
Initial Investment |
Minimum
Additional Investments |
Schwab
Government Money Fund |
Ultra
Shares |
$1,000,000
|
$1
|
Schwab
Treasury Obligations Money Fund |
Ultra
Shares |
$1,000,000
|
$1
|
Schwab
U.S. Treasury Money Fund |
Ultra
Shares |
$1,000,000
|
$1
|
These minimums may be waived for
certain retirement plans and plan participants, and for certain investment programs, or in a fund’s sole discretion.
Schwab Money Funds | Investing in the
Funds21
Options for Fund Distributions
Choose an option for fund distributions. If you are an Eligible Shareholder who previously placed direct orders with a fund’s transfer agent, you had one of the two options described below for fund distributions. If you did not indicate a choice, you
received the first option. If you are placing orders through an intermediary, you will select from the options for fund distributions provided by your intermediary, which may be different than those provided by the funds to Eligible Shareholders.
You should consult with your financial intermediary to discuss available options.
Option
|
Feature
|
Reinvestment
|
All
dividends and capital gains distributions are invested automatically in shares of your fund. |
Cash
|
You
receive payment for all dividends and capital gains distributions. |
Information on Liquidity Fees and Redemption Gates
As a government money market fund, the Schwab Government Money
Fund, Schwab Treasury Obligations Money Fund and Schwab U.S. Treasury Money Fund are not required to impose a liquidity fee and/or a redemption gate on fund redemptions. The Board has determined not to subject the Schwab Government Money Fund,
Schwab Treasury Obligations Money Fund and Schwab U.S. Treasury Money Fund to a liquidity fee and/or a redemption gate on fund redemptions. Please note that the Board has reserved its ability to change this determination with respect to liquidity
fees and/or redemption gates, but only after providing appropriate prior notice to shareholders.
Payments by the Investment Adviser or its Affiliates
The investment adviser or its affiliates make payments out of
their own resources, or provide products and services at a discount, to certain brokerage firms, banks, insurance companies, retirement plan service providers and other financial intermediaries that perform shareholder, recordkeeping, sub-accounting
and other administrative services in connection with investments in fund shares. These payments or discounts are separate from, and may be in addition to, any shareholder service fees or other administrative fees the funds may pay to those
intermediaries. The investment adviser or its affiliates also make payments out of their own resources, or provide products and services at a discount, to certain financial intermediaries in connection with certain activities or services which may
facilitate, directly or indirectly, investment in the funds. These payments may relate to marketing and/or fund promotion activities and presentations, educational training programs, conferences, the development and support of technology platforms
and/or reporting systems, data analytics and support, or making shares of the funds available to their customers. These payments, which may be significant, are paid by the investment adviser or its affiliates out of their own resources and not from
the assets of the funds.
Payments to a financial
intermediary may create potential conflicts of interest between the intermediary and its clients as the payments may provide such intermediary with an incentive to favor sales of shares of the funds over other investment options they make available
to their customers. Please see the SAI for additional information.
Shareholder Servicing and Sweep Administration Plan
The Board has adopted a Shareholder Servicing and Sweep
Administration Plan (the Plan) on behalf of the funds. The Plan enables each fund to bear expenses relating to the provision by financial intermediaries, including Schwab (together, service providers), of certain account maintenance, customer
liaison and shareholder services to the current shareholders of the funds.
Pursuant to the Plan, each fund’s shares are subject to
an annual shareholder servicing fee up to the amount in the table below. The shareholder servicing fee paid to a particular service provider is made pursuant to its written agreement with Schwab, as distributor of the funds (or, in the case of
payments made to Schwab acting as a service provider, pursuant to Schwab’s written agreement with the funds), and a fund will pay no more than the amount in the table below, calculated based on the average annual daily net asset value of the
fund shares owned by shareholders holding shares through such service provider. Payments under the Plan are made as described above without regard to whether the fee is more or less than the service provider’s actual cost of providing the
services, and if more, such excess may be retained as profit by the service provider.
Fund
|
Shareholder
Servicing Fee |
Schwab
Government Money Fund – Ultra Shares |
0.00%
|
Schwab
Treasury Obligations Money Fund – Ultra Shares |
0.00%
|
Schwab
U.S. Treasury Money Fund – Ultra Shares |
0.00%
|
22Schwab
Money Funds | Investing in the Funds
Policy Regarding Short-Term or Excessive Trading
Each fund’s Board has adopted policies and procedures
with respect to frequent purchases and redemptions of fund shares. However, the funds are money market funds and seek to provide shareholders current income, liquidity and a stable net asset value of $1.00 per share. In addition, the funds are
designed to serve as a short-term cash equivalent investment for shareholders and, therefore, expect shareholders to engage in frequent purchases and redemptions. Because of the inherently liquid nature of the funds’ investments, and money
market instruments in general, and the funds’ intended purpose to serve as a short-term investment vehicle for shareholders, these funds do not monitor or limit shareholder purchases and redemptions of fund shares. However, the funds’
policies and procedures do provide each fund with the right to reject any purchase or exchange orders by any investor for any reason, including orders which appear to be associated with market timing activities.
Methods to Meet Redemptions
Under normal market conditions, each fund expects to meet
redemption orders by using holdings of cash/cash equivalents or by the sale of portfolio investments. In unusual or stressed market conditions or as CSIM determines appropriate, each fund may borrow through the fund’s bank lines of credit or
through the fund’s interfund lending facility to meet redemption requests. Each fund may also utilize its custodian overdraft facility to meet redemptions, if necessary. Each fund also reserves the right to honor redemptions in liquid
portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of the fund’s assets, whichever is less. You may be subject to market risk and you may incur transaction expenses and taxable gains in
converting the securities to cash. In addition, a redemption in liquid portfolio securities would be treated as a taxable event for you and may result in the recognition of gain or loss for federal income tax purposes.
Large Shareholder Redemptions
Certain accounts or Schwab affiliates may from time to time
own (beneficially or of record) or control a significant percentage of a fund’s shares. Redemptions by these shareholders of their holdings in a fund may impact the fund’s liquidity and NAV. These redemptions may also force a fund to
sell securities, which may negatively impact the fund’s brokerage costs.
Customer Identification and Verification and Anti-Money
Laundering Program
Customer identification and
verification is part of each fund’s overall obligation to deter money laundering under federal law. Each fund has adopted an Anti-Money Laundering Compliance Program designed to prevent the fund from being used for money laundering or the
financing of terrorist activities. In this regard, the funds reserve the right to (i) refuse, cancel or rescind any purchase or exchange order; (ii) freeze any account and/or suspend account services; or (iii) involuntarily close your account in
cases of threatening conduct or suspected fraudulent or illegal activity. These actions will be taken when, in the sole discretion of fund management, they are deemed to be in the best interest of a fund or in cases when a fund is requested or
compelled to do so by governmental or law enforcement authority. If your account is closed at the request of governmental or law enforcement authority, you may not receive proceeds of the redemption if a fund is required to withhold such
proceeds.
Federal law requires all financial
institutions to obtain, verify and record information that identifies each person who opens an account. When you open your account, you will have to provide your name, address, date of birth, identification number and other information that will
allow your financial intermediary to identify you. This information is subject to verification to ensure the identity of all persons opening an account.
Your financial intermediary is required by law to reject your
new account application if the required identifying information is not provided. Your financial intermediary may contact you in an attempt to collect any missing information required on the application, and your application may be rejected if they
are unable to obtain this information. In certain instances, your financial intermediary is required to collect documents that will be used solely to establish and verify your identity.
Each fund reserves the right to close and/or liquidate your
account at the then-current day’s price if the fund or your financial intermediary is unable to verify your identity. As a result, you may be subject to a gain or loss on fund shares and will be subject to corresponding tax consequences.
Schwab Money
Funds | Investing in the Funds23
Distributions and Taxes
Any investment in the funds typically involves several tax
considerations. The information below is meant as a general summary for U.S. citizens and residents. Please see the SAI for additional information. Because each person’s tax situation is different, you should consult your tax advisor about the
tax implications of your investment in a fund. You also can visit the Internal Revenue Service website at www.irs.gov.
As a shareholder, you are entitled to your share of the
dividends a fund earns. Each fund distributes to its shareholders substantially all of its net investment income. Each fund declares a dividend every business day, based on its determination of its net investment income. The funds pay their
dividends on the 15th of each month (or next business day, if the 15th is not a business day), except that in December dividends are paid on the last business day of the month. If your daily dividend is less than $0.01, you may not receive a
dividend payment. Although the funds do not typically intend to distribute any capital gains, certain funds have done so in the past and it cannot be guaranteed by the funds that they will not make any capital gains distributions for any given
year.
Unless you are investing through an IRA, 401(k) or
other tax-advantaged account, your fund dividends generally have tax consequences. Each fund’s net investment income is distributed as dividends and dividends are taxable as ordinary income. Taxable income dividends generally are taxable in
the tax year in which they are declared, whether you reinvest them or take them in cash. The sale or exchange of your fund shares may have tax consequences to you if you do not hold your shares in a tax-advantaged account, but no capital gain or
loss to a shareholder is anticipated because the funds seek to maintain a stable $1.00 share price.
An additional 3.8% Medicare tax is imposed on certain net
investment income (including ordinary dividends and capital gains distributions received from a fund and net gains from redemptions or other taxable dispositions of fund shares) of U.S. individuals, estates and trusts to the extent that such
person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount.
A fund may be required to withhold U.S. federal income tax on
all taxable distributions payable to shareholders if they fail to provide the fund with their correct taxpayer identification number or to make required certifications, or if they have been notified by the IRS that they are subject to backup
withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against a shareholder’s U.S. federal income tax liability.
Foreign shareholders may be subject to different U.S. federal
income tax treatment, including withholding tax at the rate of 30% (unless a lower treaty rate applies) on amounts treated as taxable ordinary dividends from a fund, as discussed in more detail in the SAI. Furthermore, the funds are required to
withhold U.S. tax (at a 30% rate) on payments of taxable dividends made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive reporting and withholding requirements designed to inform the U.S. Department of the
Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to the funds to enable the funds to determine whether withholding is required.
A liquidity fee imposed by a fund will reduce the amount you
will receive upon the redemption of your shares, and will decrease the amount of any capital gains or increase the amount of any capital loss you will recognize from such redemption. There is some degree of uncertainty with respect to the tax
treatment of liquidity fees received by money market funds, and such tax treatment may be the subject of future guidance issued by the Internal Revenue Service. If a fund receives liquidity fees, it will consider the appropriate tax treatment of
such fees to the fund at such time.
At the beginning of
every year, the funds provide shareholders with information detailing the tax status of any dividend a fund declared during the previous calendar year. Schwab customers also receive information on dividends and transactions in their monthly account
statements.
24Schwab
Money Funds | Investing in the Funds
Prospectus |
September 24, 2020
Schwab® Money Funds
To Learn More
This prospectus contains important information on the funds
and should be read and kept for reference. You also can obtain more information from the following sources:
Annual and semiannual reports,
which are sent to current fund investors, contain more information about the funds’ holdings and detailed financial information about the funds. Annual reports also contain information from the funds’ manager(s) about strategies, recent
market conditions and trends and their impact on fund performance during the funds’ last fiscal period.
The Statement of Additional
Information (SAI) includes a more detailed discussion of investment policies and the risks associated with various investments. The SAI is incorporated by reference into the prospectus, making it legally part of the prospectus.
For a free copy of any of these documents or to request other
information or ask questions about the funds, call Schwab Funds at 1-877-824-5615. In addition, you may visit the Schwab Funds’ website at www.schwabfunds.com/schwabfunds_prospectus for a free copy of a
prospectus, SAI or an annual or semiannual report.
The
SAI, the funds’ annual and semiannual reports and other related materials are available from the EDGAR Database on the SEC’s website (www.sec.gov). You can obtain copies of this information, after
paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov.
SEC File Number
The Charles
Schwab Family of Funds |
811-05954
|
The information in this Statement of Additional Information is
not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Statement of Additional Information is not an offer to sell these securities and
is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Schwab Funds®
Schwab
® Government Money Fund |
|
Ultra
Shares |
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|
Schwab
® Treasury Obligations Money Fund |
|
Ultra
Shares |
[ ]
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Schwab
® U.S. Treasury Money Fund |
|
Ultra
Shares |
[ ]
|
Statement Of Additional Information
September 24, 2020
The Statement of Additional Information (SAI) is not a
prospectus. It should be read in conjunction with each fund’s prospectus dated September 24, 2020 (as amended from time to time).
The funds’ audited financial statements and the report
of the independent registered public accounting firm thereon from the funds’
annual
report for the fiscal year ended December 31, 2019, as well as the unaudited financial statements from the funds’ [semiannual report] for the six-month period ended June 30, 2020, are incorporated by reference into this SAI.
For a free copy of these documents or to request other
information or ask questions about the funds, call Schwab Funds at 1-877-824-5615. For TDD service, call 1-800-345-2550. In addition, you may visit the Schwab Funds’ website at
www.schwabfunds.com/schwabfunds_prospectus for a free copy of a prospectus, SAI or an annual or semiannual report.
Each fund is a series of The Charles Schwab Family of Funds
(the Trust). The funds are part of the Schwab complex of funds (Schwab Funds).
INVESTMENT OBJECTIVES
Each of the Schwab Government Money Fund and Schwab U.S.
Treasury Money Fund seeks the highest current income consistent with stability of capital and liquidity. The Schwab Treasury Obligations Money Fund seeks current income consistent with stability of capital and liquidity.
The investment objective of each fund, with the exception of
Schwab Treasury Obligations Money Fund, may be changed only by vote of a majority of its outstanding voting shares. There is no guarantee the funds will achieve their objectives.
A majority of the outstanding voting shares of a fund means
the affirmative vote of the lesser of: (a) 67% or more of the voting shares represented at the meeting, if more than 50% of the outstanding voting shares of a fund are represented at the meeting; or (b) more than 50% of the outstanding voting shares
of a fund.
The funds operate as money market funds and
seek to comply with the requirements of Rule 2a-7 under the Investment Company Act of 1940, as amended (1940 Act), as that Rule may be interpreted and amended from time to time. The Rule’s key provisions govern the maturity, liquidity, quality
and diversification of their money market fund investments. For example, with respect to maturity, Rule 2a-7 currently provides that money funds limit their investments to securities with remaining maturities of 397 days or less and maintain
dollar-weighted average maturities of 60 days or less and a dollar-weighted average life to maturity of 120 days or less, all calculated as described in the Rule or any interpretation thereunder. Taxable money funds are subject to minimum liquidity
requirements that prohibit a fund from acquiring certain types of securities if, immediately after the acquisition, the fund’s investments in daily or weekly liquid assets, as defined in the Rule, would be below 10% or 30%, respectively, of
the fund’s total assets. In addition, money funds may only invest in high quality securities. The funds are also subject to strict diversification requirements under Rule 2a-7.
The following investment strategies, securities, risks and
limitations supplement those set forth in the prospectuses and may be changed without shareholder approval unless otherwise noted. Also, policies and limitations that state a maximum percentage of assets that may be invested in a security or other
asset, or that set forth a quality standard, shall be measured immediately after and as a result of a fund’s acquisition of such security or asset unless otherwise noted. Additionally, for purposes of calculating any restriction, an issuer
shall be the entity deemed to be ultimately responsible for payments of interest and principal on the security pursuant to Rule 2a-7 under the 1940 Act unless otherwise noted.
Investment Strategies
The Schwab Government Money Fund will invest at least 99.5% of
its total assets in cash, U.S. government securities and/or repurchase agreements that are collateralized fully by cash and/or U.S. government securities; under normal circumstances, 80% of its net assets must be invested solely in U.S. government
securities including repurchase agreements (excluding cash). With respect to the 80% policy, the fund will notify its shareholders at least 60 days before changing the policy. For purposes of this policy, net assets mean net assets plus the amount
of any borrowings for investment purposes.
The Schwab
Treasury Obligations Money Fund will invest at least 99.5% of its total assets in cash, government securities and/or repurchase agreements that are collateralized fully by cash and/or government securities; under normal circumstances, 80% of its net
assets must be invested solely in U.S. Treasury obligations or repurchase agreements backed by such obligations (excluding cash). With respect to the 80% policy, the fund will notify its shareholders at least 60 days before changing the policy. For
purposes of this policy, net assets mean net assets plus the amount of any borrowings for investment purposes.
The Schwab U.S. Treasury Money Fund will invest at least 99.5%
of its total assets in cash and/or government securities; including bills and notes; under normal circumstances, 80% of its net assets must be invested solely in U.S. Treasury securities (excluding cash). With respect to the 80% policy, the fund
will notify its shareholders at least 60 days before changing the policy. For purposes of this policy, net assets mean net assets plus the amount of any borrowings for investment purposes.
Investments, Securities And Risks
Not all investment securities or techniques discussed below
are eligible investments for each fund. A fund will invest in securities or engage in techniques that are intended to help achieve its investment objective.
From time to time a fund may hold certain securities not
otherwise discussed in this SAI as a permissible investment for the fund. To the extent an investment becomes part of a fund’s principal or non-principal investment strategy, the fund will take the necessary steps to identify them as
permissible investments. In addition, a fund may receive (i.e., not actively invest) such securities as a result of a corporate action, such as securities dividends, spin-offs or rights issues. In such cases, the fund will not actively add to its
position and generally will dispose the securities as soon as reasonably practicable.
Asset-Backed Securities are
securities that are backed by the loans or accounts receivables of an entity, such as a bank or credit card company. These securities are obligations which the issuer intends to repay using the assets backing them (once collected). Therefore,
repayment depends largely on the cash flows generated by the assets backing the securities. The rate of principal payments on asset-backed securities generally depends on the rate of principal payments received on the underlying assets, which in
turn may be affected by a variety of economic
and other factors. As a result, the yield on any asset-backed security is
difficult to predict with precision, and actual yield to maturity may be more or less than the anticipated yield to maturity.
Sometimes the credit quality of these securities is limited to
the support provided by the underlying assets, but, in other cases, additional credit support also may be provided by a third party via a letter of credit or insurance guarantee. Such credit support falls into two classes: liquidity protection and
protection against ultimate default on the underlying assets. Liquidity protection refers to the provision of advances, generally by the entity administering the pool of assets, to ensure that scheduled payments on the underlying pool are made in a
timely fashion. Protection against ultimate default ensures payment on at least a portion of the assets in the pool. Such protection may be provided through guarantees, insurance policies or letters of credit obtained from third parties, through
various means of structuring the transaction or through a combination of such approaches.
The degree of credit support provided on each issue is based
generally on historical information respecting the level of credit risk associated with such payments. Delinquency or loss in excess of that anticipated could adversely affect the return on an investment in an asset-backed security.
For purposes of a fund’s concentration policy, the fund
will determine the industry classification of asset-backed securities based upon the investment adviser’s evaluation of the risks associated with an investment in the underlying assets. For example, asset-backed securities whose underlying
assets share similar economic characteristics because, for example, they are funded (or supported) primarily from a single or similar source or revenue stream will be classified in the same industry sector. In contrast, asset-backed securities whose
underlying assets represent a diverse mix of industries, business sectors and/or revenue streams will be classified into distinct industries based on their underlying credit and liquidity structures. A fund will limit its investments in each
identified industry to less than 25% of its net assets.
Borrowing may subject a fund
to interest costs, which may exceed the interest received on the securities purchased with the borrowed funds. A fund normally may borrow at times to meet redemption requests rather than sell portfolio securities to raise the necessary cash.
Borrowing can involve leveraging when securities are purchased with the borrowed money. To avoid this, a fund will not purchase securities while borrowings are outstanding or will earmark or segregate assets to cover such borrowings in accordance
with positions of the Securities and Exchange Commission (SEC).
Certificates of Deposit or
time deposits are issued against funds deposited in a banking institution for a specified period of time at a specified interest rate. A fund will invest only in certificates of deposit, including time deposits, of banks that have capital, surplus
and undivided profits, in the aggregate, in excess of $100 million.
Commercial Paper consists of
short-term, promissory notes issued by banks, corporations and other entities to finance short-term credit needs. These securities generally are discounted but sometimes may be interest bearing. Commercial paper, which also may be unsecured, is
subject to credit risk.
Concentration means that substantial amounts of assets are invested in a particular industry or group of industries. Concentration increases investment exposure to industry risk. For example, the automobile industry may have a
greater exposure to a single factor, such as an increase in the price of oil, which may adversely affect the sale of automobiles and, as a result, the value of the industry’s securities. Based on the primary characteristics of non-U.S.
(foreign) banks, the funds have identified each foreign country as a separate bank industry for purposes of a fund’s concentration policy. A fund will limit its investments in securities issued by foreign banks in each country to less than 25%
of its net assets.
Credit and Liquidity Supports or
Enhancements may be employed by issuers to reduce the credit risk of their securities. Credit supports include letters of credit, insurance and guarantees provided by foreign and domestic financial institutions.
Liquidity supports include puts, demand features, and lines of credit. Most of these arrangements move the credit risk of an investment from the issuer of the security to the support provider. The investment adviser may rely on its evaluation of the
credit and liquidity of the credit support provider in determining whether to purchase or hold a security enhanced by such a support. Changes in the credit quality of a support provider could cause losses to a fund.
Debt Securities are
obligations issued by domestic and foreign entities, including governments and corporations, in order to raise money. They are basically “IOUs,” but are commonly referred to as bonds or money market securities. These securities normally
require the issuer to pay a fixed-, variable- or floating-rate of interest on the amount of money borrowed (the principal) until it is paid back upon maturity.
Debt securities experience price changes when interest rates
change. For example, when interest rates fall, the prices of debt securities generally rise. Conversely, when interest rates rise, the prices of debt securities generally fall. Certain debt securities have call features that allow the issuer to
redeem their outstanding debts prior to final maturity. Depending on the call feature, an issuer may pre-pay its outstanding debts and issue new ones paying lower interest rates. If an issuer redeems its debt securities prior to final maturity, a
fund may have to replace these securities with lower yielding securities, which could result in a lower return. This is known as prepayment risk and is more likely to occur in a falling interest rate environment. In a rising interest rate
environment, prepayment on outstanding debt securities is less likely to occur. This is known as extension risk and may cause the value of debt securities to depreciate as a result of the higher market interest rates. Typically, longer-maturity
securities react to interest rate changes more severely than shorter-term securities (all things being equal), but generally offer greater rates of interest.
A change in the Federal Reserve’s monetary policy (or
that of other central banks) or economic conditions, among other things, may lead to a change in interest rates, which could have sudden and unpredictable effects on the markets and significantly impact the value of debt securities in which a fund
invests. Some debt securities, such as bonds with longer durations, are more sensitive to interest rate changes than others and may experience an immediate and considerable reduction in value if interest rates rise. Longer duration securities tend
to be more volatile than shorter duration securities. As the values of debt securities in a fund’s portfolio adjust to a rise in interest rates, the fund’s share price may fall. In the event that a fund holds a large portion of its
portfolio in longer duration securities when interest rates increase, the share price of the fund may fall significantly.
Debt securities also are subject to the risk that the issuers
will not make timely interest and/or principal payments or fail to make them at all. This is called credit risk. Corporate debt securities (bonds) tend to have higher credit risk generally than U.S. government debt securities. Debt securities also
may be subject to price volatility due to market perception of future interest rates, the creditworthiness of the issuer and general market liquidity (market risk).
Corporate bonds are debt securities issued by corporations.
Although a higher return is expected from corporate bonds, these securities, while subject to the same general risks as U.S. government securities, are subject to greater credit risk than U.S. government securities. Their prices may be affected by
the perceived credit quality of their issuer.
Delayed-Delivery Transactions
include purchasing and selling securities on a delayed-delivery or when-issued basis. These transactions involve a commitment to buy or sell specific securities at a predetermined price or yield, with payment and delivery taking place after the
customary settlement period for that type of security. When purchasing securities on a delayed-delivery basis, a fund assumes the rights and risks of ownership, including the risk of price and yield fluctuations. Typically, no interest will accrue
to a fund until the security is delivered. A fund will earmark or segregate appropriate liquid assets to cover its delayed-delivery purchase obligations. When a fund sells a security on a delayed-delivery basis, the fund does not participate in
further gains or losses with respect to that security. If the other party to a delayed-delivery transaction fails to deliver or pay for the securities, a fund could suffer losses.
Diversification involves
investing in a wide range of securities and thereby spreading and reducing the risks of investment. Each fund is a diversified mutual fund. Each fund also follows the regulations set forth by the SEC in Rule 2a-7 that dictate the diversification
requirements for money market mutual funds, as such regulations may be amended or interpreted from time to time. Each fund may invest up to 25% of its assets in securities of a single issuer for a period of up to three business days.
Illiquid Securities means any
securities that cannot be sold or disposed of in the ordinary course of business within seven calendar days at approximately the amount at which a fund has valued the instruments. The liquidity of a fund’s securities is monitored under the
supervision and direction of the Board of Trustees (Board) and is governed by provisions of the 1940 Act, which provide that a fund may not acquire any illiquid security if, immediately after the acquisition, the fund would have invested more than
5% of the fund’s total assets in illiquid securities. Securities currently not considered liquid include, among others, repurchase agreements not maturing within seven days that are not subject to a demand feature of seven days or less and
certain restricted securities. Any security may become illiquid at times of market dislocation.
Interfund Borrowing and Lending. The SEC has granted an exemption to the funds that permits the funds to borrow money from and/or lend money to other funds in the Fund Complex as defined under “Management of the Funds.” All loans are for
temporary or emergency purposes and the interest rates to be charged will be the average of the overnight repurchase agreement rate and the short-term bank loan rate. All loans are subject to numerous conditions designed to ensure fair and equitable
treatment of all participating funds. The interfund lending facility is subject to the oversight and periodic review of the Board.
Market Disruptions Risk. The
funds are subject to investment and operational risks associated with financial, economic and other global market developments and disruptions, including those arising from war, terrorism, market manipulation, government interventions, defaults and
shutdowns, political changes or diplomatic developments, public health emergencies (such as the spread of infectious diseases, epidemics and pandemics) and natural/environmental disasters, which can all negatively impact the securities markets and
cause a fund to lose value. These events can also impair the technology and other operational systems upon which the funds’ service providers, including CSIM as the funds’ investment adviser, rely, and could otherwise disrupt the
funds’ service providers’ ability to fulfill their obligations to the funds.
The recent spread of an infectious respiratory illness caused
by a novel strain of coronavirus (known as COVID-19) has caused volatility, severe market dislocations and liquidity constraints in many markets, and may adversely affect the funds’ investments and operations. The outbreak was first detected
in December 2019 and subsequently spread globally. The transmission of COVID-19 and efforts to contain its spread have resulted in travel restrictions and disruptions, closed international borders, enhanced health screenings at ports of entry and
elsewhere, disruption of and delays in healthcare service preparation and delivery, quarantines, event and service cancellations or interruptions, disruptions to business operations (including staff reductions), supply chains and consumer activity,
as well as general concern and uncertainty that has negatively affected the global economic environment. These disruptions have led to instability in the market place, including losses and overall volatility. The impact of COVID-19, and other
infectious illness outbreaks, epidemics or pandemics that may arise in the future, could adversely affect the economies of many nations or the entire global economy, the financial performance of individual issuers, borrowers and sectors and the
health of the markets generally in potentially significant and unforeseen ways.
The foregoing could lead to a significant economic downturn or
recession, increased market volatility, a greater number of market closures, low or negative interest rates, higher default rates and adverse effects on the values and liquidity of securities or other assets. Such impacts, which
may vary across asset classes, may adversely affect the performance of the
funds. In certain cases, an exchange or market may close or issue trading halts on specific securities or even the entire market, which may result in the funds being, among other things, unable to buy or sell certain securities or financial
instruments or to accurately price their investments.
To
satisfy any shareholder redemption requests during periods of extreme volatility, it is more likely the funds may be required to dispose of portfolio investments at inopportune times or prices.
Maturity of Investments
generally will be determined using the portfolio securities’ final maturity dates or a shorter period as permitted by Rule 2a-7. For a government security that is a variable-rate security where the variable rate of interest is readjusted at
least every 397 calendar days, the maturity is deemed to be equal to the period remaining until the next readjustment of the interest rate. A government security that is a floating-rate security is deemed to have a maturity of one day. A short-term
variable-rate security is deemed to have a maturity equal to the earlier of the period remaining until the next readjustment of the interest rate or the period remaining until the principal amount can be recovered through demand. A long-term
variable-rate security that is subject to a demand feature is deemed to have a maturity equal to the longer of the period remaining until the next readjustment of the interest rate or the period remaining until the principal amount can be recovered
through demand. A short-term floating-rate security is deemed to have a maturity of one day. A long-term floating-rate security that is subject to a demand feature is deemed to have a maturity equal to the period remaining until the principal amount
can be recovered through demand. A repurchase agreement is deemed to have a maturity equal to the period remaining until the date on the repurchase of the underlying securities is scheduled to occur, or, where the agreement is subject to a demand,
the notice period applicable to the demand for repurchase of the securities. A securities lending agreement will be treated as having a maturity equal to the period remaining until the date on which the loaned securities are scheduled to be
returned, or where the agreement is subject to demand, the notice period applicable to a demand for the return of the loaned securities.
Money Market Securities are
high-quality, short-term debt securities that may be issued by entities such as the U.S. government, municipalities, corporations and financial institutions (like banks). Money market securities include, but are not limited to, commercial paper,
promissory notes, certificates of deposit, bankers’ acceptances, notes and time deposits.
Money market securities pay fixed-, variable- or
floating-rates of interest and are generally subject to credit and interest rate risks. The maturity date or price of and financial assets collateralizing a security may be structured in order to make it qualify as or act like a money market
security. These securities may be subject to greater credit and interest rate risks than other money market securities because of their structure. A money market security may be issued with a put (agreement that allows the buyer of the security to
sell it at a specified price) or without a put.
Municipal
Securities are debt securities issued by a state, its counties, municipalities, authorities and other subdivisions, or the territories and possessions of the United States and the District of Columbia, including
their subdivisions, agencies and instrumentalities and corporations if interest on securities issued by those issuers is not subject to federal or state income tax (municipal issuers).
Municipal securities pay fixed-, variable- or floating-rates
of interest, which is meant to be exempt from federal income tax, and, typically personal income tax of a state or locality. The investment adviser relies on the opinion of the issuer’s counsel, which is rendered at the time the security is
issued, to determine whether the security is eligible, with respect to its validity and tax status, to be purchased by a fund. Neither the investment adviser nor the funds guarantee that this opinion is correct, and there is no assurance that the
IRS will agree with such counsel’s opinion.
Municipal securities may be issued to obtain money for various
public purposes, including the construction of a wide range of public facilities such as airports, bridges, highways, housing, hospitals, mass transportation, public utilities, schools, streets, and water and sewer works. Other public purposes
include refunding outstanding obligations, obtaining funds for general operating expenses and obtaining funds to loan to other public institutions and facilities.
Municipal securities also may be issued to finance various
private activities, including certain types of private activity bonds (industrial development bonds under prior law). These securities may be issued by or on behalf of public authorities to provide funds to construct or improve privately owned or
operated facilities. The repayment of the debt is typically not an obligation of the municipal issuer but only of the operator or owner of the facility. The credit quality of private activity bonds may be related to the credit standing of the
private corporation or other entity on whose behalf the bonds were issued and who is responsible for repaying the debt or to the financial institution providing a credit or liquidity enhancement.
Municipal securities generally are classified as
“general obligation” or “revenue” and may be purchased directly or through participation interests. General obligation securities typically are secured by the issuer’s pledge of its full faith and credit and taxing
power for the payment of principal and interest. Revenue securities may be payable only from the revenues derived from a particular facility or class of facilities or, in other cases, from the proceeds of a special tax or other specific revenue
source. Private activity bonds and industrial development bonds are, in most cases, revenue bonds and generally do not constitute the pledge of the credit of the issuer of such bonds. The credit quality of private activity bonds is frequently
related to the credit standing of private corporations or other entities.
Municipal securities may be owned directly or through
participation interests, and include general obligation or revenue securities, tax-exempt commercial paper, notes and leases, as well as “conduit securities,” which are securities issued by a municipal issuer for the benefit of a
person
other than a municipal issuer who will provide for, or secure repayment of,
the securities. For example, most municipal debt issued for health care and higher education institutions are issued through conduit issuers with the debt service payments secured by payments from the health care or higher education
institution.
Examples of municipal securities that are
issued with original maturities of 397 days or less are short-term tax anticipation and revenue anticipation notes, bond anticipation notes and municipal commercial paper. Tax anticipation and revenue anticipation notes typically are sold to finance
working capital needs of municipalities in anticipation of the receipt of property taxes or other revenues on a future date. Bond anticipation notes are sold on an interim basis in anticipation of a municipality’s issuance of a longer-term
bond in the future. Pre-refunded municipal bonds are bonds that are not yet refundable, but for which securities have been placed in escrow to refund an original municipal bond issue when it becomes refundable. The funds may purchase other municipal
securities similar to the foregoing that are or may become available, including securities issued to pre-refund other outstanding obligations of municipal issuers. In addition, the maturity date or price of and financial assets collateralizing a
municipal money market security may be structured in order to make it qualify as or act like a municipal money market security.
The funds also may invest in moral obligation securities,
which are normally issued by special purpose public authorities. For example, for one type of moral obligation security, if the issuer of the security is unable to meet its obligation from current revenues, it may draw on a reserve fund. The state
or municipality that created the entity has only a moral commitment, not a legal obligation, to restore the reserve fund.
The marketability, valuation or liquidity of municipal
securities may be negatively affected in the event that states, localities or their authorities default on their debt obligations or other market events arise, which in turn may negatively affect fund performance, sometimes substantially. A credit
rating downgrade relating to, default by, or insolvency or bankruptcy of, one or several municipal issuers of a particular state, territory, commonwealth, or possession could affect the market value or marketability of any one or all such states,
territories, commonwealths, or possessions.
The value of
municipal securities may also be affected by uncertainties with respect to the rights of holders of municipal securities in the event of bankruptcy or the taxation of municipal securities as a result of legislation or litigation. For example, under
federal law, certain issuers of municipal securities may be authorized in certain circumstances to initiate bankruptcy proceedings without prior notice to or the consent of creditors. Such action could result in material adverse changes in the
rights of holders of the securities. In other instances, there has been litigation challenging the issuance of pollution control revenue bonds or the validity of their issuance under state or federal law, which ultimately could affect the validity
of those municipal securities or the tax-free nature of the interest thereon. Preventative or protective actions that governments have taken, and may continue to take, as a result of the COVID-19 pandemic has resulted in, and may continue to result
in, periods of business disruption and reduced or disrupted operations, which could have long-term negative economic effects on state and local economies and budgets and could affect the value of municipal securities held by a fund. The full effects
of the COVID-19 pandemic and related responses on state and local economies are not yet known and will emerge over time.
Promissory Notes are written
agreements committing the maker or issuer to pay the payee a specified amount either on demand or at a fixed date in the future, with or without interest. These are sometimes called negotiable notes or instruments and are subject to credit risk.
Bank notes are notes used to represent obligations issued by banks in large denominations.
Puts, sometimes called demand
features or guarantees, are agreements that allow the buyer of the put to sell a security at a specified price and time to the seller or “put provider.” When a fund buys a security with a put feature, losses could occur if the put
provider does not perform as agreed. Standby commitments are types of puts.
Quality of Money Market Investments. Each fund follows regulations set forth by the SEC that dictate the quality requirements for investments made by money market mutual funds, as such regulations may be amended or interpreted from time to time. Under the
regulations, money market funds are required to limit their investments to “eligible securities,” which are defined to mean either (i) a security with a remaining maturity of 397 calendar days or less that a fund’s board (or its
delegate) determines presents minimal credit risks to the fund; (ii) a security that is issued by a registered investment company that is a money market fund; or (iii) a security that is a government security. For securities that are not money
market fund securities or government securities, the regulations require a money market fund’s board, or an appropriate delegate, to consider a series of factors that money market funds have traditionally used to evaluate the creditworthiness
of a portfolio security, including the issuer’s or guarantor’s: (i) financial condition; (ii) sources of liquidity; (iii) ability to react to market-wide and issuer- or guarantor-specific events, including the ability to repay debt in a
highly adverse situation; and (iv) position within its industry, as well as industry strength within the economy and relative economic trends.
Should a portfolio security held by a fund cease to be an
eligible security (e.g., no longer presents minimal credit risks), Charles Schwab Investment Management, Inc. (CSIM) shall cause the fund to dispose of such security as soon as practicable, consistent with achieving an orderly disposition of the
security, by sale, exercise of any demand feature or otherwise, absent a funding by the fund’s Board that disposal of the portfolio security would not be in the best interests of the fund.
Repurchase Agreements involve
a fund buying securities from a seller and simultaneously agreeing to sell them back at an agreed-upon price (usually higher) and time. When a fund enters into a repurchase agreement, the fund is exposed to the risk that the other party (i.e., the
counterparty) will not fulfill its contractual obligation. In a repurchase agreement, there exists the risk that, when the fund buys a security from a counterparty that agrees to repurchase the security at an agreed upon price (usually higher) and
time, the counterparty will not repurchase the
security. Repurchase agreements entered into by a fund (other than those
where the U.S. government, one of its agencies or one of its instrumentalities is a counterparty, which may include the Federal Reserve Bank of New York) will provide that the underlying collateral, which may be in the form of cash, U.S. government
securities, fixed-income securities, equity securities or other types of securities, including securities that are rated below investment grade, shall at all times have a value at least equal to 100% of the resale price stated in the agreement.
Repurchase agreements where the U.S. government, one of its agencies or one of its instrumentalities is a counterparty will provide that the underlying collateral shall have a value at least equal to 100% of the sale price stated in the agreement.
Repurchase agreements with the Federal Reserve Bank of New York are deemed to be investments in U.S. government securities. Repurchase agreements collateralized entirely by cash or U.S. government securities may be deemed to be collateralized fully
pursuant to Rule 2a-7 and may be deemed to be investments in the underlying securities.
Reduced participation in the repurchase agreement market by
counterparties, particularly the Federal Reserve Bank of New York, due to regulatory or market conditions may affect a fund’s investment strategies, operations and/or performance.
Restricted Securities are
securities that are subject to legal restrictions on their sale. Difficulty in selling restricted securities may result in a loss or be costly to a portfolio. Restricted securities generally can be sold in privately negotiated transactions, pursuant
to an exemption from registration under the Securities Act of 1933, as amended (the 1933 Act), or in a registered public offering. Where registration is required, the holder of a registered security may be obligated to pay all or part of the
registration expense and a considerable period may elapse between the time it decides to seek registration and the time it may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market
conditions were to develop, the holder might obtain a less favorable price than prevailed when it decided to seek registration of the security. Certain restricted securities such as tender option bonds, commercial paper and other promissory notes
may be issued under Section 4(a)(2) of the 1933 Act and may be sold only to qualified institutional buyers, such as the funds, under 1933 Act Rule 144A. Securities purchased through a private placement offering are also restricted securities. These
securities may be considered to be liquid if they meet the criteria for liquidity established by the Board. To the extent a fund invests in restricted securities that are deemed liquid, the general level of illiquidity in a fund’s portfolio
may be increased if such securities become illiquid or if buyers in that market become unwilling to purchase the securities.
Reverse Repurchase Agreements.
In a reverse repurchase agreement, a fund would sell a security in exchange for cash and enter into an agreement to repurchase the security at a specified future date and price. A fund generally retains the right to interest and principal payments
on the security. If a fund uses the cash it obtains to invest in other securities, this may be considered a form of leverage and may expose the fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of
the fund’s portfolio securities. Because a fund receives cash upon entering into a reverse repurchase agreement, it may be considered a borrowing. When required by guidelines of the SEC, a fund will set aside permissible liquid assets
earmarked or in a segregated account to secure its obligations to repurchase the security.
Securities of Other Investment Companies. Investment companies generally offer investors the advantages of diversification and professional investment management by combining shareholders’ money and investing it in securities such as stocks, bonds and
money market instruments. Investment companies include: (1) open-end funds (commonly called mutual funds) that issue and redeem their shares on a continuous basis; (2) closed-end funds that offer a fixed number of shares, and are usually listed on
an exchange; (3) unit investment trusts that generally offer a fixed number of redeemable shares; and (4) money market funds that typically seek current income by investing in money market securities (see the section titled “Money Market
Securities” for more information). Certain open-end funds, closed-end funds and unit investment trusts are traded on exchanges.
Investment companies may make investments and use techniques
designed to enhance their performance. These may include delayed-delivery and when-issued securities transactions; swap agreements; buying and selling futures contracts, illiquid, and/or restricted securities and repurchase agreements; and borrowing
or lending money and/or portfolio securities. The risks of investing in a particular investment company will generally reflect the risks of the securities in which it invests and the investment techniques it employs. Also, investment companies
charge fees and incur expenses.
Federal law restricts
the ability of one registered investment company to invest in another. As a result, the extent to which a fund may invest in another investment company may be limited. With respect to investments in other mutual funds, the SEC has granted the Schwab
Funds an exemption from the limitations of the 1940 Act that restrict the amount of securities of underlying mutual funds a Schwab Fund may hold, provided that certain conditions are met. The conditions imposed by the SEC were designed to address
certain abuses perceived to be associated with “funds of funds,” including unnecessary costs (such as sales loads, advisory fees and administrative costs), and undue influence by the investing fund over the underlying fund. The
conditions apply only when a Schwab Fund and its affiliates in the aggregate own more than 3% of the outstanding shares of any one underlying fund.
Under the terms of the exemptive order, each fund and its
affiliates may not control a non-affiliated underlying fund. Under the 1940 Act, any person who owns beneficially, either directly or through one or more controlled companies, more than 25% of the voting securities of a company is assumed to control
that company. This limitation is measured at the time the investment is made. The funds do not currently intend to take advantage of this exemptive order because the funds are not “funds of funds.”
Stripped Securities are
securities whose income and principal components are detached and sold separately. While the risks associated with stripped securities are similar to other money market securities, stripped securities are typically subject to greater changes in
value. U.S.
Treasury securities that have been stripped by the Federal Reserve Bank are
obligations of the U.S. Treasury. Privately stripped government securities are created when a dealer deposits a U.S. Treasury security or other U.S. government security with a custodian for safekeeping; the custodian issues separate receipts for the
coupon payments and the principal payment, which the dealer then sells. There are two types of stripped securities: coupon strips, which refer to the zero coupon bonds that are backed by the coupon payments; and principal strips, which are backed by
the final repayments of principal. Unlike coupon strips, principal strips do not accrue a coupon payment. They are sold at a discounted price and accrete up to par.
The funds may invest in U.S. Treasury bonds that have been
stripped of their unmatured interest coupons, the coupons themselves, and receipts or certificates representing interests in such stripped debt obligations and coupons. Interest on zero coupon bonds is accrued and paid at maturity rather than during
the term of the security. Such obligations have greater price volatility than coupon obligations and other normal interest-paying securities, and the value of zero coupon securities reacts more quickly to changes in interest rates than do coupon
bonds. Because interest income is accrued throughout the term of the zero coupon obligation, but it is not actually received until maturity, a fund may have to sell other securities to pay dividends from accrued interest income prior to the maturity
of the zero coupon obligation.
Unlike regular U.S.
Treasury bonds which pay semi-annual interest, U.S. Treasury zero coupon bonds do not generate semi-annual coupon payments. Instead, zero coupon bonds are purchased at a substantial discount from the maturity of such securities. The discount
reflects the current value of the deferred interest and is amortized as interest income over the life of the securities; it is taxable even though there is no cash return until maturity.
Zero coupon U.S. Treasury issues originally were created by
government bond dealers who bought U.S. Treasury bonds and issued receipts representing an ownership interest in the interest coupons or the principal portion of the bonds. Subsequently, the U.S. Treasury began directly issuing zero coupon bonds
with the introduction of the Separate Trading of Registered Interest and Principal of Securities (STRIPS) program. Under the STRIPS program, the principal and interest components are separately issued by the U.S. Treasury at the request of
depository financial institutions, which then trade the component parts separately.
While zero coupon bonds eliminate the reinvestment risk of
regular coupon issues, i.e., the risk of subsequently investing the periodic interest payments at a lower rate than that of the security currently held, zero coupon bonds fluctuate much more sharply than regular coupon-bearing bonds. Thus, when
interest rates rise, the value of zero coupon bonds will decrease to a greater extent than will the value of regular bonds having the same interest rate.
Temporary Defensive Investments. During unusual market conditions, Schwab Treasury Obligations Money Fund and Schwab U.S. Treasury Money Fund may make investments that are not exempt from state and local income taxes as a temporary defensive
measure.
U.S. Government Securities are issued by the U.S. Treasury or issued or guaranteed by the U.S. government or any of its agencies or instrumentalities. Not all U.S. government securities are backed by the full faith and credit of the U.S.
government. Some U.S. government securities, such as those issued by the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac), the Student Loan Marketing Association (Sallie Mae) and the
Federal Home Loan Banks (FHLB), are supported by a line of credit the issuing entity has with the U.S. Treasury. Securities issued by other issuers are supported solely by the credit of the issuing agency or instrumentality such as obligations
issued by the Federal Farm Credit Banks Funding Corporation. There can be no assurance that the U.S. government will provide financial support to U.S. government securities of its agencies and instrumentalities if it is not obligated to do so under
law. U.S. government securities, including U.S. Treasury securities, are among the safest securities; however, not unlike other debt securities, they are still sensitive to interest rate changes, which will cause their yields and prices to
fluctuate.
In September 2008, the Federal Housing
Finance Agency (FHFA) placed Fannie Mae and Freddie Mac into conservatorship. As the conservator, FHFA succeeded to all rights, titles, powers and privileges of Fannie Mae and Freddie Mac and of any stockholder, officer or director of Fannie Mae and
Freddie Mac with respect to Fannie Mae and Freddie Mac and the assets of Fannie Mae and Freddie Mac. In connection with the conservatorship, the U.S. Treasury entered into a Senior Preferred Stock Purchase Agreement (SPA) with each of Fannie Mae and
Freddie Mac pursuant to which the U.S. Treasury agreed to purchase up to 1,000,000 shares of senior preferred stock with an aggregate initial liquidation preference of $1 billion and obtained warrants and options for the purchase of common stock of
each of Fannie Mae and Freddie Mac. Under the SPAs as currently amended, the U.S. Treasury has pledged to provide financial support to a government-sponsored enterprise (GSE) in any quarter in which the GSE has a net worth deficit as defined in the
respective SPA. Under the current arrangement, the GSEs have a maximum amount of funding available to them which will be reduced by any future draws. There is a risk that if a GSE experiences a loss in any fiscal quarter that results in the GSE
having a negative net worth that is greater than the amount available under the U.S. Treasury’s funding commitment that the FHFA could place the GSE in receivership. In addition, each GSE may only retain a certain amount of its profits at the
end of each fiscal quarter and the U.S. Treasury’s liquidation preference will increase in an amount equal to any increase in a GSE’s net worth up to a certain amount. The SPAs contain various covenants that severely limit each
enterprise’s operations.
Fannie Mae and Freddie
Mac are continuing to operate as going concerns while in conservatorship and each remain liable for all of its obligations, including its guaranty obligations, associated with its mortgage-backed securities. The SPAs are intended to enhance each of
Fannie Mae’s and Freddie Mac’s ability to meet its obligations. The FHFA has indicated that the conservatorship of each enterprise will end when the director of the FHFA determines that the FHFA’s plan to restore the enterprise to
a safe and solvent condition has been completed. The FHFA recently announced plans to consider taking Fannie Mae and Freddie Mac out of conservatorship. Should Fannie Mae and Freddie Mac be taken
out of conservatorship, it is unclear whether the U.S. Treasury would
continue to enforce its rights or perform its obligations under the SPAs. It also is unclear how the capital structure of Fannie Mae and Freddie Mac would be constructed post-conservatorship, and what effects, if any, the privatization of Fannie Mae
and Freddie Mac will have on their creditworthiness and guarantees of certain mortgage-backed securities. Accordingly, should the FHFA take Fannie Mae and Freddie Mac out of conservatorship, there could be an adverse impact on the value of their
securities which could cause a fund’s investments to lose value.
The risk of default may be heightened when there is
uncertainty relating to negotiations in the U.S. Congress over increasing the statutory debt ceiling. If the U.S. Congress is unable to negotiate an increase to the statutory debt ceiling, the U.S. government may default on certain U.S. government
securities including those held by a fund, which could have an adverse impact on a fund. In recent years, the long-term credit rating of the U.S. government was downgraded by a major rating agency as a result of concern about the U.S.
government’s budget deficit and rising debt burden. Similar downgrades in the future could increase volatility in domestic and foreign financial markets, result in higher interest rates, lower prices of U.S. Treasury securities and increase
the costs of different kinds of debt. Increased government spending in response to COVID-19 (as described herein) could increase the U.S. government’s debt burden, which could heighten these associated risks. Although remote, it is at least
theoretically possible that under certain scenarios the U.S. government could default on its debt, including U.S. Treasury securities.
U.S. Treasury Securities are
obligations of the U.S. Treasury and include bills, notes and bonds. U.S. Treasury securities are backed by the full faith and credit of the United States government.
Variable- and Floating-Rate Debt Securities pay an interest rate, which is adjusted either periodically or at specific intervals or which floats continuously according to a formula or benchmark. Although these structures generally are intended to minimize the
fluctuations in value that occur when interest rates rise and fall, some structures may be linked to a benchmark in such a way as to cause greater volatility to the security’s value.
Some variable-rate securities may be combined with a put or
demand feature (variable-rate demand securities) that entitles the holder to the right to demand repayment in full or to resell at a specific price and/or time. While the demand feature is intended to reduce credit risks, it is not always
unconditional and may be subject to termination if the issuer’s credit rating falls below investment grade or if the issuer fails to make payments on other debt. While most variable-rate demand securities allow a fund to exercise its demand
rights at any time, some such securities may only allow a fund to exercise its demand rights at certain times, which reduces the liquidity usually associated with this type of security. There may also be a period of time between when a fund
exercises its demand rights and when the demand feature provider is obligated to pay. A fund could suffer losses in the event that the demand feature provider, usually a bank, fails to meet its obligation to pay the demand.
Certain variable- and floating-rate debt securities are
subject to rates that are tied to an interest rate, such as the London Interbank Offered Rate (LIBOR). On July 27, 2017, the head of the United Kingdom’s (UK) Financial Conduct Authority announced a desire to phase out the use of LIBOR by the
end of 2021. There remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate. Accordingly, the potential effect of a transition away from LIBOR on a fund or the debt securities or other instruments based on
LIBOR in which a fund invests cannot yet be determined.
In June 2017, the Alternative Reference Rates Committee, a
group of large U.S. banks working with the Federal Reserve, announced a replacement for LIBOR, the Secured Overnight Funding Rate (SOFR). The Federal Reserve Bank of New York began publishing the SOFR in April 2018, which is a broad measure of the
cost of overnight borrowing of cash collateralized by Treasury securities. SOFR is intended to serve as a reference rate for U.S. dollar-based debt and derivatives and ultimately reduce the markets’ dependence on LIBOR. Bank working groups and
regulators in other countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate in the UK.
Synthetic variable- or floating-rate securities include tender
option bond receipts. Tender option bond receipts are derived from fixed-rate municipal bonds that are placed in a trust that also contains a liquidity facility. The trust issues two classes of receipts, one of which is a synthetic variable-rate
demand obligation and one of which is an inverse-rate long-term obligation; each obligation represents a proportionate interest in the underlying bonds. The remarketing agent for the trust sets a floating- or variable-rate on typically a weekly
basis. The synthetic variable-rate demand obligations, or floater receipts, grant the investors (floater holders) the right to require the liquidity provider to purchase the receipts at par, on a periodic (e.g., daily, weekly or monthly) basis. The
trust receives the interest income paid by the issuer of the underlying bonds and, after paying fees to the trustee, remarketing agent and liquidity provider, the remaining income is paid to the floater holders based on the prevailing market rate
set by the remarketing agent and the remaining (or inverse) amount is paid to the long-term investor. The trust is collapsed prior to the maturity of the bonds and the receipt holders may participate in any gain realized from the sale of the bonds
at that time. In the event of certain defaults or a significant downgrading in the credit rating assigned to the issuer of the bond, the liquidity facility provider may not be obligated to accept tendered floater receipts. In this event, the
underlying bonds in the trust are priced for sale in the market and the proceeds are used to repay the floater and inverse receipt holders. If the receipt holders cannot be repaid in full from the sale of the underlying bonds then the bonds will be
distributed to the receipt holders on a pro-rata basis, in which case the holders would anticipate a loss. Tender option bonds may be considered derivatives and are subject to the risk thereof.
The funds may invest in tender option bonds the interest on
which will, in the opinion of bond counsel or counsel for the issuer of interests therein, be exempt from regular federal income tax. Tender option bond trust receipts generally are structured as private placements and, accordingly, may be deemed to
be restricted securities for purposes of a fund’s investment limitations.
The funds may purchase certain variable-rate demand securities
issued by closed-end municipal bond funds, which, in turn, invest primarily in portfolios of tax-exempt municipal bonds. The funds may invest in securities issued by single state or national closed-end municipal bond funds. It is anticipated that
the interest on the variable-rate demand securities will be exempt from federal income tax and, with respect to any such securities issued by single state municipal bond funds, exempt from the applicable state’s income tax. The variable-rate
demand securities will pay a variable dividend rate, determined weekly, typically through a remarketing process, and include a demand feature that provides a fund with a contractual right to tender the securities to a liquidity provider on at least
seven (7) days notice. The funds will have the right to seek to enforce the liquidity provider’s contractual obligation to purchase the securities, but the funds could lose money if the liquidity provider fails to honor its obligation. The
funds have no right to put the securities back to the closed-end municipal bond funds or demand payment or redemption directly from the closed-end municipal bond funds. Further, the variable-rate demand securities are not freely transferable and,
therefore, the funds may only transfer the securities to another investor in compliance with certain exemptions under the 1933 Act, including Rule 144A.
A fund’s purchase of variable-rate demand securities
issued by closed-end municipal bond funds will be subject to the restrictions set forth in the 1940 Act regarding investments in other investment companies.
Investment Limitations
The following investment limitations may be changed only by vote
of a majority of each fund’s outstanding shares.
Schwab Government Money Fund may not:
(1)
|
Purchase securities of an
issuer, except as consistent with the maintenance of its status as an open-end diversified company under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or
interpreted from time to time. |
(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.
|
(3)
|
Purchase or sell commodities
or real estate, except to the extent permitted 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. |
(4)
|
Make loans to other persons,
except to the extent permitted 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. |
(5)
|
Borrow money, except to the
extent permitted 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. |
(6)
|
Underwrite securities issued
by other persons, except to the extent permitted 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. |
(7)
|
Issue senior securities,
except to the extent permitted 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. |
(8)
|
Purchase
securities or make investments other than in accordance with its investment objectives and policies. |
Schwab Treasury Obligations Money Fund and Schwab U.S. Treasury
Money Fund may not:
(1)
|
Purchase securities of an
issuer, except as consistent with the maintenance of its status as an open-end diversified company under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or
interpreted from time to time. |
(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.
|
(3)
|
Purchase or sell commodities
or real estate, except to the extent permitted 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. |
(4)
|
Make loans to other persons,
except to the extent permitted 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. |
(5)
|
Borrow
money, except to the extent permitted 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. |
(6)
|
Underwrite securities issued
by other persons, except to the extent permitted 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. |
(7)
|
Issue
senior securities, except to the extent permitted 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. |
The following descriptions of the 1940 Act may assist investors
in understanding the above fundamental policies and restrictions.
Diversification. Under
the 1940 Act, a diversified fund, with respect to 75% of its total assets, may not purchase securities (other than U.S. government securities or securities of other investment companies) if, as a result, more than 5% of its total assets would be
invested in the securities of such issuer or it would own more than 10% of such issuer’s outstanding voting securities. Money market funds that satisfy the applicable diversification requirements of Rule 2a-7 of the 1940 Act are deemed to
satisfy the diversification requirements set forth above.
Borrowing. The
1940 Act presently restricts a fund from borrowing (including pledging, mortgaging or hypothecating assets) in excess of 33 1/3% of its total assets (not including temporary borrowings not in excess of 5% of its total assets).
Lending. Under
the 1940 Act, a fund may only make loans if expressly permitted by its investment policies.
Concentration.
The SEC presently defines concentration as investing 25% or more of a fund’s net assets in an industry or group of industries, with certain exceptions. Municipal securities are not deemed to be issued by an issuer from a single industry or
group of industries.
Underwriting. Under the 1940 Act, underwriting securities involves a fund purchasing securities directly from an issuer for the purpose of selling (distributing) them or participating in any such activity
either directly or indirectly. Under the 1940 Act, a diversified fund may not make any commitment as underwriter, if immediately thereafter the amount of its outstanding underwriting commitments, plus the value of its investments in securities of
issuers (other than investment companies) of which it owns more than 10% of the outstanding voting securities, exceeds 25% of the value of its total assets.
Senior
Securities. Senior securities may include any obligation or instrument issued by a fund evidencing indebtedness. The 1940 Act generally prohibits funds from issuing senior securities, although it provides allowances for certain borrowings and
certain other investments, such as short sales, reverse repurchase agreements, firm commitment agreements and standby commitments, with appropriate earmarking or segregation of assets to cover such obligations.
Real Estate.
The 1940 Act does not directly restrict a fund’s ability to invest in real estate, but does require that every fund have a fundamental investment policy governing such investments. The funds have adopted a fundamental policy that would permit
direct investment in real estate. However, the funds have a non-fundamental investment limitation that prohibits them from investing directly in real estate. This non-fundamental policy may be changed only by vote of the funds’ Board.
The following are non-fundamental investment policies and
restrictions, and may be changed by the Board.
Each fund
may not:
(1)
|
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. |
(2)
|
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
or sell futures contracts, options contracts, equity index participations and index participation contracts, and (iii) purchase securities of companies that deal in precious metals or interests therein. |
(3)
|
Purchase securities of other
investment companies, except as permitted by 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. |
(4)
|
Lend any security or make
any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties (this restriction does not apply to purchases of debt securities or repurchase agreements). |
(5)
|
Borrow money except that the
fund may (i) borrow money from banks or through an interfund lending facility, if any, only for temporary or emergency purposes (and not for leveraging) and (ii) engage in reverse repurchase agreements with any party; provided that (i) and (ii) in
combination do not exceed 33 1/3% of its total assets (any borrowings that come to exceed this amount will be reduced to the extent necessary to comply with the limitation within three business days). |
(6)
|
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). |
(7)
|
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. |
Policies and investment limitations that state a maximum
percentage of assets that may be invested in a security or other asset, or that set forth a quality standard shall be measured immediately after and as a result of a fund’s acquisition of such security or asset, unless otherwise noted. Except
with respect to limitations on borrowing, any subsequent change in net assets or other circumstances does not require a fund to sell an investment if it could not then make the same investment.
Management of the FUNDS
The funds are overseen by a Board of Trustees. The trustees
are responsible for protecting shareholder interests. The trustees regularly meet to review the investment activities, contractual arrangements and the investment performance of each fund. The trustees met five times during the most recent fiscal
year.
Certain trustees are “interested
persons.” A trustee is considered an interested person (Interested Trustee) of the Trust under the 1940 Act if he or she is an officer, director, or an employee of CSIM or Charles Schwab & Co., Inc. (Schwab or the distributor). A trustee
also may be considered an interested person of the Trust under the 1940 Act if he or she owns stock of The Charles Schwab Corporation (CSC), a publicly traded company and the parent company of CSIM and Schwab.
As used herein, the terms “Fund Complex” and
“Family of Investment Companies” each refer collectively to The Charles Schwab Family of Funds, Schwab Investments, Schwab Annuity Portfolios, Schwab Capital Trust, Schwab Strategic Trust and Laudus Trust which, as of September 24, 2020,
included [ ] funds. As used herein, the term “Schwab Funds” refers collectively to The Charles Schwab Family of Funds, Schwab Investments, Schwab Annuity Portfolios and Schwab Capital Trust; the term “Laudus
Funds” refers to Laudus Trust; and the term “Schwab ETFs” refers to Schwab Strategic Trust.
Each of the officers and/or trustees serves in the same
capacity, unless otherwise noted, for The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust. The tables below provide information about the trustees and
officers for the Trust, which includes the funds in this SAI. The address of each individual listed below is 211 Main Street, San Francisco, California 94105.
Name,
Year of Birth, and Position(s) with the Trust (Term of Office and Length of Time Served1) |
Principal
Occupations During the Past Five Years |
Number
of Portfolios in Fund Complex Overseen by the Trustee |
Other
Directorships During the Past Five Years |
INDEPENDENT
TRUSTEES |
Robert
W. Burns 1959 Trustee (Trustee of Schwab Strategic Trust since 2009; The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust since 2016) |
Retired/Private
Investor (Jan. 2009-present). Formerly, Managing Director, Pacific Investment Management Company, LLC (PIMCO) (investment management firm) and President, PIMCO Funds. |
[ ]
|
None
|
John
F. Cogan 1947 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2008; Laudus Trust since 2010; Schwab Strategic Trust since 2016) |
Senior
Fellow (Oct. 1979-present), The Hoover Institution at Stanford University (public policy think tank); Senior Fellow (2000-present), Stanford Institute for Economic Policy Research; Professor of Public Policy (1994-2015), Stanford University. |
[ ]
|
Director
(2005-present), Gilead Sciences, Inc. |
Nancy
F. Heller 1956 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2018) |
Retired.
President and Chairman (2014-2016), TIAA Charitable (financial services); Senior Managing Director (2003-2016), TIAA (financial services). |
[ ]
|
None
|
Stephen
Timothy Kochis 1946 Trustee (Trustee of Schwab Strategic Trust since 2012; The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust since 2016) |
CEO
and Owner (May 2012-present), Kochis Global (wealth management consulting). |
[ ]
|
None
|
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 |
David
L. Mahoney 1954 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust since 2011; Schwab Strategic Trust since 2016) |
Private
Investor. |
[ ]
|
Director
(2004-present), Corcept Therapeutics Incorporated Director (2009-present), Adamas Pharmaceuticals, Inc. Director (2003-2019), Symantec Corporation |
Jane
P. Moncreiff 1961 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2019) |
Consultant
(2018-present), Fulham Advisers LLC (management consulting); Chief Investment Officer (2009-2017), CareGroup Healthcare System, Inc. (healthcare). |
[ ]
|
None
|
Kiran
M. Patel 1948 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust since 2011; Schwab Strategic Trust since 2016) |
Retired.
Executive Vice President and General Manager of Small Business Group (Dec. 2008-Sept. 2013), Intuit, Inc. (financial software and services firm for consumers and small businesses). |
[ ]
|
Director
(2008-present), KLA-Tencor Corporation |
Kimberly
S. Patmore 1956 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2016) |
Consultant
(2008-present), Patmore Management Consulting (management consulting). |
[ ]
|
None
|
Gerald
B. Smith 1950 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2000; Laudus Trust since 2010; Schwab Strategic Trust since 2016) |
Chairman,
Chief Executive Officer and Founder (Mar. 1990-present), Smith Graham & Co. (investment advisors). |
[ ]
|
Director
(2012-present), Eaton Corporation plc |
INTERESTED
TRUSTEES |
Walter
W. Bettinger II2 1960 Chairman and Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and
Schwab Annuity Portfolios since 2008; Schwab Strategic Trust since 2009; Laudus Trust since 2010) |
Director,
President and Chief Executive Officer (Oct. 2008-present), The Charles Schwab Corporation; President and Chief Executive Officer (Oct. 2008-present) and Director (May 2008-present), Charles Schwab & Co., Inc.; Director (Apr. 2006-present),
Charles Schwab Bank, SSB; Director (Nov. 2017-present), Charles Schwab Premier Bank, SSB; Director (July 2019-present), Charles Schwab Trust Bank; Director (May 2008-present) and President and Chief Executive Officer (Aug. 2017-present), Schwab
Holdings, Inc.; Director (July 2016-present), Charles Schwab Investment Management, Inc. |
[ ]
|
Director
(2008-present), The Charles Schwab Corporation |
Name,
Year of Birth, and Position(s) with the Trust (Term of Office and Length of Time Served1) |
Principal
Occupations During the Past Five Years |
Number
of Portfolios in Fund Complex Overseen by the Trustee |
Other
Directorships During the Past Five Years |
INTERESTED
TRUSTEES |
Jonathan
de St. Paer2 1973 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity
Portfolios, Schwab Strategic Trust and Laudus Trust since 2019) |
Director
(Apr. 2019-present), President (Oct. 2018-present), and Chief Executive Officer (Apr. 2019-Nov. 2019), Charles Schwab Investment Management, Inc.; Senior Vice President (June 2020-present), Charles Schwab Investment Advisory, Inc.; Trustee and
Chief Executive Officer (Apr. 2019-present) and President (Nov. 2018-present), Schwab Funds, Laudus Funds and Schwab ETFs; Director (Apr. 2019-present), Charles Schwab Worldwide Funds plc and Charles Schwab Asset Management (Ireland) Limited; Senior
Vice President (Apr. 2019-present), Senior Vice President – Strategy and Product Development (CSIM) (Jan. 2014-Mar. 2019), and Vice President (Jan. 2009-Dec. 2013), Charles Schwab & Co., Inc. |
[ ]
|
None
|
Joseph
R. Martinetto2 1962 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity
Portfolios, Schwab Strategic Trust and Laudus Trust since 2016) |
Chief
Operating Officer (Feb. 2018-present) and Senior Executive Vice President (July 2015-Feb. 2018), The Charles Schwab Corporation; Senior Executive Vice President (July 2015-present), Charles Schwab & Co., Inc.; Chief Financial Officer (July
2015-Aug. 2017) and Executive Vice President and Chief Financial Officer (May 2007-July 2015), The Charles Schwab Corporation and Charles Schwab & Co., Inc.; Director (May 2007-present), Charles Schwab & Co., Inc.; Director (Apr.
2010-present) and Chief Executive Officer (July 2013-Apr. 2015), Charles Schwab Bank, SSB; Director (Nov. 2017-present), Charles Schwab Premier Bank, SSB; Director (May 2007-present), Chief Financial Officer (May 2007-Aug. 2017), Senior Executive
Vice President (Feb. 2016-present), and Executive Vice President (May 2007-Feb. 2016), Schwab Holdings, Inc. |
[ ]
|
None
|
Name,
Year of Birth, and Position(s) with the Trust (Term of Office and Length of Time Served3) |
Principal
Occupations During the Past Five Years |
OFFICERS
|
Jonathan
de St. Paer 1973 President and Chief Executive Officer (Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2018) |
Director
(Apr. 2019-present), President (Oct. 2018-present), and Chief Executive Officer (Apr. 2019-Nov. 2019), Charles Schwab Investment Management, Inc.; Senior Vice President (June 2020-present), Charles Schwab Investment Advisory, Inc.; Trustee and
Chief Executive Officer (Apr. 2019-present) and President (Nov. 2018-present), Schwab Funds, Laudus Funds and Schwab ETFs; Director (Apr. 2019-present), Charles Schwab Worldwide Funds plc and Charles Schwab Asset Management (Ireland) Limited; Senior
Vice President (Apr. 2019-present), Senior Vice President – Strategy and Product Development (CSIM) (Jan. 2014-Mar. 2019), and Vice President (Jan. 2009-Dec. 2013), Charles Schwab & Co., Inc. |
Mark
Fischer 1970 Treasurer and Chief Financial Officer (Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2013) |
Treasurer
and Chief Financial Officer (Jan. 2016-present), Schwab Funds, Laudus Funds and Schwab ETFs; Assistant Treasurer (Dec. 2013-Dec. 2015), Schwab Funds and Laudus Funds; Assistant Treasurer (Nov. 2013-Dec. 2015), Schwab ETFs; Chief Financial Officer
(Mar. 2020-present) and Vice President (Oct. 2013-present), Charles Schwab Investment Management, Inc.; Executive Director (Apr. 2011-Sept. 2013), J.P. Morgan Investor Services; Assistant Treasurer (May 2005-Mar. 2011), Massachusetts Financial
Service Investment Management. |
Omar
Aguilar 1970 Senior Vice President and Chief Investment Officer – Equities and Multi-Asset Strategies (Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab
Strategic Trust and Laudus Trust since 2011) |
Senior
Vice President and Chief Investment Officer (Apr. 2011-present), Charles Schwab Investment Management, Inc.; Senior Vice President and Chief Investment Officer – Equities and Multi-Asset Strategies (June 2011-present), Schwab Funds, Laudus
Funds and Schwab ETFs; Head of the Portfolio Management Group and Vice President of Portfolio Management (May 2009-Apr. 2011), Financial Engines, Inc. (investment management firm); Head of Quantitative Equity (July 2004-Jan. 2009), ING Investment
Management. |
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
|
Brett
Wander 1961 Senior Vice President and Chief Investment Officer – Fixed Income (Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus
Trust since 2011) |
Senior
Vice President and Chief Investment Officer (Apr. 2011-present), Charles Schwab Investment Management, Inc.; Senior Vice President and Chief Investment Officer – Fixed Income (June 2011-present), Schwab Funds, Laudus Funds and Schwab ETFs;
Senior Managing Director and Global Head of Active Fixed-Income Strategies (Jan. 2008-Oct. 2010), State Street Global Advisors; Director of Alpha Strategies (Apr. 2006-Jan. 2008), Loomis, Sayles & Company (investment management firm). |
David
Lekich 1964 Chief Legal Officer and Secretary, Schwab Funds and Schwab ETFs Vice President and Assistant Clerk, Laudus Funds (Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity
Portfolios, Schwab Strategic Trust and Laudus Trust since 2011) |
Senior
Vice President (Sept. 2011-present) and Vice President (Mar. 2004-Sept. 2011), Charles Schwab & Co., Inc.; Senior Vice President and Chief Counsel (Sept. 2011-present) and Vice President (Jan. 2011-Sept. 2011), Charles Schwab Investment
Management, Inc.; Secretary (Apr. 2011-present) and Chief Legal Officer (Dec. 2011-present), Schwab Funds; Vice President and Assistant Clerk (Apr. 2011-present), Laudus Funds; Secretary (May 2011-present) and Chief Legal Officer (Nov.
2011-present), Schwab ETFs. |
Catherine
MacGregor 1964 Vice President and Assistant Secretary, Schwab Funds and Schwab ETFs Chief Legal Officer, Vice President and Clerk, Laudus Funds (Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital
Trust, Schwab Annuity Portfolios and Laudus Trust since 2005; Schwab Strategic Trust since 2009) |
Vice
President (July 2005-present), Charles Schwab & Co., Inc.; Vice President (Sept. 2005-present), Charles Schwab Investment Management, Inc.; Vice President (Dec. 2005-present) and Chief Legal Officer and Clerk (Mar. 2007-present), Laudus Funds;
Vice President (Nov. 2005-present) and Assistant Secretary (June 2007-present), Schwab Funds; Vice President and Assistant Secretary (Oct. 2009-present), Schwab ETFs. |
1 |
Each Trustee shall hold
office until the election and qualification of his or her successor, or until he or she dies, resigns or is removed. The retirement policy requires that each independent trustee retire by December 31 of the year in which the Trustee turns 74 or the
Trustee’s twentieth year of service as an independent trustee on any trust in the Fund Complex, whichever occurs first. |
2 |
Mr. Bettinger, Mr. de St.
Paer and Mr. Martinetto are Interested Trustees. Mr. Bettinger is an Interested Trustee because he owns stock of CSC, the parent company of CSIM, the investment adviser for the trusts in the Fund Complex, is an employee and director of Charles
Schwab & Co., Inc., the principal underwriter for The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust, and is a director of CSIM. Mr. de St. Paer is an Interested Trustee
because he owns stock of CSC and is an employee and director of CSIM. Mr. Martinetto is an Interested Trustee because he owns stock of CSC and is an employee and director of Schwab. |
3 |
The
President, Treasurer and Secretary/Clerk hold office until their respective successors are chosen and qualified or until he or she sooner dies, resigns, is removed or becomes disqualified. Each of the other officers serves at the pleasure of the
Board. |
Board Leadership
Structure
The Chairman of the Board, Walter W. Bettinger
II, is Chief Executive Officer and a member of the Board of Directors of CSC and an interested person of the Trust as that term is defined in the 1940 Act. The Board is comprised of a super-majority (75 percent) of trustees who are not interested
persons of the Trust (i.e., independent trustees). The Trust does not have a single lead independent trustee. There are three primary committees of the Board: the Audit, Compliance and Valuation Committee; the Governance Committee; and the
Investment Oversight Committee. Each of the Committees is chaired by an independent trustee, and each Committee is currently comprised solely of independent trustees. The Committee chairs preside at Committee meetings, participate in formulating
agendas for those meetings, and coordinate with management to serve as a liaison between the independent trustees and management on matters within the scope of the responsibilities of each Committee as set forth in its Board-approved charter. The
Board has determined that this leadership structure is appropriate given the specific characteristics and circumstances of the Trust. The Board made this determination in consideration of, among other things, the fact that the independent trustees
of the Trust constitute a super-majority of the Board, the fact that Committee chairs are independent trustees, the number of funds (and classes) overseen by the Board, and the total number of trustees on the Board.
Board Oversight of Risk Management
Like most investment companies, fund management and its other
service providers have responsibility for day-to-day risk management for the funds. The Board’s duties, as part of its risk oversight of the Trust, consist of monitoring risks identified during regular and special reports to the Committees of
the Board, as well as regular and special reports to the full Board. In addition to monitoring such risks, the Committees and the Board oversee efforts of fund management and service providers to manage risks to which the funds of the Trust may be
exposed. For example, the Investment Oversight Committee meets with portfolio managers and receives regular reports regarding investment risk and credit risk of a fund’s portfolio. The Audit, Compliance and Valuation Committee meets with the
funds’ Chief Compliance Officer and Chief Financial Officer and receives regular reports regarding compliance risks, operational risks and risks related to the valuation and liquidity of portfolio securities. From its review of these reports
and discussions with management, each Committee receives information about the material risks of the funds of the Trust and about how management and service providers mitigate those risks, enabling the independent Committee chairs and other
independent members of the Committees to discuss these risks with the full Board.
The Board recognizes that not all risks that may affect the
funds can be identified nor can processes and controls be developed to eliminate or mitigate the occurrence or effects of certain risks; some risks are simply beyond the reasonable control of the funds, their management, and service providers.
Although the risk oversight functions of the Board, and the risk management policies of fund management and fund service providers, are designed to be effective, there is no guarantee that they will eliminate or mitigate all risks. In addition, it
may be necessary to bear
certain risks (such as investment-related risks) to achieve each fund’s
investment objective. As a result of the foregoing and other factors, the funds’ ability to manage risk is subject to significant limitations.
Individual Trustee Qualifications
The Board has concluded that each of the trustees should
initially and continue to serve on the Board because of (i) his or her ability to review and understand information about the Trust provided to them by management, to identify and request other information they may deem relevant to the performance
of their duties, to question management regarding material factors bearing on the management of the Trust, and to exercise their business judgment in a manner that serves the best interests of the Trust’s shareholders and (ii) the
trustee’s experience, qualifications, attributes or skills as described below.
The Board has concluded that Mr. Bettinger should serve as
trustee of the Trust because of the experience he gained as president and chief executive officer of The Charles Schwab Corporation, his knowledge of and experience in the financial services industry, and the experience he has gained serving as
trustee of the Schwab Funds since 2008, the Schwab ETFs since 2009, and the Laudus Funds since 2010.
The Board has concluded that Mr. Burns should serve as trustee
of the Trust because of the experience he gained as managing director of Pacific Investment Management Company, LLC (PIMCO) and president of PIMCO Funds as well as the experience he has gained serving as trustee of the Schwab ETFs since 2009, and
his experience serving as chair of the Schwab ETFs’ Audit, Compliance and Valuation Committee until December 2015.
The Board has concluded that Mr. Cogan should serve as trustee
of the Trust because of the experience he has gained serving as a senior fellow and professor of public policy at a university and his former service in government, the experience he has gained serving as trustee of the Schwab Funds since 2008 and
Laudus Funds since 2010, and his service on other public company boards.
The Board has concluded that Mr. de St. Paer should serve as
trustee of the Trust because of the experience he gained as president of CSIM, the Schwab Funds, Laudus Funds and Schwab ETFs, and as senior vice president of strategy and product development at Charles Schwab & Co., Inc., as well as his
knowledge of and experience in the financial services industry and investment management services.
The Board has concluded that Ms. Heller should serve as
trustee of the Trust because of the experience she gained as president of TIAA Charitable and as senior managing director at TIAA, the experience she has gained serving on other non-public company boards and her knowledge of and experience in the
financial services industry.
The Board has concluded
that Mr. Kochis should serve as trustee of the Trust because of the experience he gained serving as chair and chief executive officer of Aspiriant, LLC, an advisory firm, as well as his knowledge of and experience in wealth management consulting and
the experience he has gained serving as trustee of the Schwab ETFs since 2012.
The Board has concluded that Mr. Mahoney should serve as
trustee of the Trust because of the experience he gained serving as trustee of the Schwab Funds and Laudus Funds since 2011, as co-chief executive officer of a healthcare services company, and his service on other public company boards.
The Board has concluded that Mr. Martinetto should serve as
trustee of the Trust because of his experience serving as senior executive vice president and chief financial officer of The Charles Schwab Corporation and Charles Schwab & Co., Inc.
The Board has concluded that Ms. Moncreiff should serve as
trustee of the Trust because of the experience she gained as chief investment officer of CareGroup Healthcare System, the experience she has gained serving on other non-public company boards and her knowledge of and experience in the financial
services industry.
The Board has concluded that Mr.
Patel should serve as trustee of the Trust because of the experience he gained serving as trustee of the Schwab Funds and Laudus Funds since 2011, as executive vice president, general manager and chief financial officer of a software company, his
service on other public company boards, and his experience serving as chair of the Schwab Funds’ and Laudus Funds’ Audit, Compliance and Valuation Committee.
The Board has concluded that Ms. Patmore should serve as
trustee of the Trust because of her experience serving as chief financial officer and executive vice president of First Data Payment Business and First Data Corporation, as well as her knowledge of and experience in management consulting.
The Board has concluded that Mr. Smith should serve as trustee
of the Trust because of the experience he has gained as managing partner of his own investment advisory firm, the experience he has gained serving as trustee of the Schwab Funds since 2000, as trustee of the Laudus Funds since 2010, his service on
other public company boards, and his experience serving as chair of the Schwab Funds’ and Laudus Funds’ Investment Oversight Committee.
Trustee Committees
The Board has established certain committees and adopted
Committee charters with respect to those committees, each as described below:
•
|
The Audit, Compliance and
Valuation Committee reviews the integrity of the Trust’s financial reporting processes and compliance policies, procedures and processes, and the Trust’s overall system of internal controls. The Audit, Compliance and Valuation Committee
|
|
also reviews and evaluates
the qualifications, independence and performance of the Trust’s independent auditors, and the implementation and operation of the Trust’s valuation policy and procedures. This Committee is comprised of at least three independent trustees
and currently has the following members: Kiran M. Patel (Chair), John F. Cogan, Nancy F. Heller and Kimberly S. Patmore. The Committee met four times during the most recent fiscal year. |
•
|
The Governance Committee
reviews and makes recommendations to the Board regarding Trust governance-related matters, including but not limited to Board compensation practices, retirement policies and term limits, Board self-evaluations, the effectiveness and allocation of
assignments and functions by the Board, the composition of Committees of the Board, and the training of trustees. The Governance Committee is responsible for selecting and nominating candidates to serve as trustees. The Governance Committee does not
have a written policy with respect to consideration of candidates for trustee submitted by shareholders. However, if the Governance Committee determined that it would be in the best interests of the Trust to fill a vacancy on the Board, and a
shareholder submitted a candidate for consideration by the Board to fill the vacancy, the Governance Committee would evaluate that candidate in the same manner as it evaluates nominees identified by the Governance Committee. Nominee recommendations
may be submitted to the Secretary of the Trust at the Trust’s principal business address. This Committee is comprised of at least three independent trustees and currently has the following members: John F. Cogan (Chair), Stephen Timothy
Kochis, David L. Mahoney and Kimberly S. Patmore. The Committee met four times during the most recent fiscal year. |
•
|
The
Investment Oversight Committee reviews the investment activities of the Trust and the performance of the funds’ investment adviser. This Committee is comprised of at least three trustees (at least two-thirds of whom shall be independent
trustees) and currently has the following members: Gerald B. Smith (Chair), Robert W. Burns, Stephen Timothy Kochis, David L. Mahoney and Jane P. Moncreiff. The Committee met five times during the most recent fiscal year. |
Trustee Compensation
The following table provides trustee compensation for the
fiscal year ended December 31, 2019, earned with respect to the funds in this SAI and the Fund Complex. [To be updated by amendment]
Name
of Trustee |
Aggregate
Compensation from the Funds in this SAI |
Pension
or Retirement Benefits Accrued as Part of Fund Expenses |
Total
Compensation from the Funds and Fund Complex Paid to Trustees |
Interested
Trustees |
Walter
W. Bettinger II |
None
|
N/A
|
None
|
Marie
A. Chandoha1 |
None
|
N/A
|
None
|
Jonathan
de St. Paer2 |
None
|
N/A
|
None
|
Joseph
R. Martinetto |
None
|
N/A
|
None
|
Independent
Trustees |
Robert
W. Burns |
$
[ ] |
N/A
|
$310,000
|
John
F. Cogan |
$
[ ] |
N/A
|
$330,000
|
Nancy
F. Heller |
$
[ ] |
N/A
|
$310,000
|
Stephen
Timothy Kochis |
$
[ ] |
N/A
|
$310,000
|
David
L. Mahoney |
$
[ ] |
N/A
|
$310,000
|
Jane
P. Moncreiff |
$
[ ] |
N/A
|
$310,000
|
Kiran
M. Patel |
$
[ ] |
N/A
|
$330,000
|
Kimberly
S. Patmore |
$
[ ] |
N/A
|
$310,000
|
Gerald
B. Smith |
$
[ ] |
N/A
|
$330,000
|
1 |
Ms. Chandoha retired from the
Board effective March 31, 2019. |
2 |
Mr. de St.
Paer joined the Board effective April 1, 2019. |
Securities Beneficially Owned by Each Trustee
The following table provides each trustee’s equity
ownership of the funds and ownership of all registered investment companies overseen by each trustee in the Family of Investment Companies as of December 31, 2019. [To be updated by amendment]
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
Government Money Fund |
None
|
Schwab
Treasury Obligations Money Fund |
None
|
Schwab
U.S. Treasury Money Fund |
None
|
Name
of Trustee |
Dollar
Range of Trustee Ownership of the Funds Included in the SAI |
Aggregate
Dollar Range of Trustee Ownership in the Family of Investment Companies |
Interested
Trustees |
Jonathan
de St. Paer1 |
|
|
Over
$100,000 |
Schwab
Government Money Fund |
None
|
Schwab
Treasury Obligations Money Fund |
None
|
Schwab
U.S. Treasury Money Fund |
None
|
Joseph
R. Martinetto |
|
|
Over
$100,000 |
Schwab
Government Money Fund |
None
|
Schwab
Treasury Obligations Money Fund |
None
|
Schwab
U.S. Treasury Money Fund |
None
|
Independent
Trustees |
Robert
W. Burns |
|
|
Over
$100,000 |
Schwab
Government Money Fund |
None
|
Schwab
Treasury Obligations Money Fund |
None
|
Schwab
U.S. Treasury Money Fund |
None
|
John
F. Cogan |
|
|
Over
$100,000 |
Schwab
Government Money Fund |
None
|
Schwab
Treasury Obligations Money Fund |
None
|
Schwab
U.S. Treasury Money Fund |
None
|
Nancy
F. Heller |
|
|
Over
$100,000 |
Schwab
Government Money Fund |
None
|
Schwab
Treasury Obligations Money Fund |
None
|
Schwab
U.S. Treasury Money Fund |
None
|
Stephen
Timothy Kochis |
|
|
Over
$100,000 |
Schwab
Government Money Fund |
None
|
Schwab
Treasury Obligations Money Fund |
None
|
Schwab
U.S. Treasury Money Fund |
None
|
David
L. Mahoney |
|
|
Over
$100,000 |
Schwab
Government Money Fund |
None
|
Schwab
Treasury Obligations Money Fund |
None
|
Schwab
U.S. Treasury Money Fund |
None
|
Jane
P. Moncreiff |
|
|
None
|
Schwab
Government Money Fund |
None
|
Schwab
Treasury Obligations Money Fund |
None
|
Schwab
U.S. Treasury Money Fund |
None
|
Kiran
M. Patel |
|
|
Over
$100,000 |
Schwab
Government Money Fund |
None
|
Schwab
Treasury Obligations Money Fund |
None
|
Schwab
U.S. Treasury Money Fund |
None
|
Kimberly
S. Patmore |
|
|
Over
$100,000 |
Schwab
Government Money Fund |
$50,001-$100,000
|
Schwab
Treasury Obligations Money Fund |
None
|
Schwab
U.S. Treasury Money Fund |
None
|
Gerald
B. Smith |
|
|
Over
$100,000 |
|
Schwab
Government Money Fund |
$50,001-$100,000
|
|
|
Schwab
Treasury Obligations Money Fund |
None
|
|
|
Schwab
U.S. Treasury Money Fund |
None
|
|
1 |
Mr. de St. Paer joined the
Board effective April 1, 2019. |
As of
December 31, 2019, none of the independent trustees or their immediate family members owned beneficially or of record any securities of CSIM or Schwab, or in a person (other than a registered investment company) directly or indirectly controlling,
controlled by or under common control with CSIM or Schwab.
Deferred Compensation Plan
Independent trustees may enter into a fee deferral plan. Under
this plan, deferred fees will be credited to an account established by the Trust as of the date that such fees would have been paid to the trustee. The value of this account will equal the value that the account would have if the fees credited to
the account had been invested in the shares of Schwab Funds selected by the trustee. Currently, none of the independent trustees has elected to participate in this plan.
Code of Ethics
The funds, CSIM and Schwab have adopted a Code of Ethics as
required under the 1940 Act. Subject to certain conditions or restrictions, the Code of Ethics permits the trustees, directors, officers or advisory representatives of the funds or CSIM or the directors or officers of Schwab to buy or sell directly
or indirectly securities for their own accounts. This includes securities that may be purchased or held by the funds. Securities transactions by some of these individuals may be subject to prior approval of the investment adviser’s Chief
Compliance Officer or alternate. Most securities transactions are subject to quarterly reporting and review requirements.
Control Persons And Principal Holders Of
Securities
[To be updated by amendment]
As of August 31, 2020, the officers and trustees of the Trust,
as a group owned, of record or beneficially, less than 1% of the outstanding voting securities of each fund.
As of August 31, 2020, the following persons or entities
owned, of record or beneficially, 5% or more of the outstanding voting securities of any class of each fund (a shareholder’s or an entity’s address will be listed once at the first mention and not repeated for future entries):
Fund
|
Name
and Address |
Percentage
of Ownership |
Schwab
Government Money Fund Sweep Shares |
[Charles
Schwab & Co., Inc. FBO Customers Attn: Schwab Funds Team N 211 Main Street San Francisco, CA 94105-1905] |
[ ]%
|
Schwab
Government Money Fund Investor Shares |
[Charles
Schwab & Co., Inc. FBO Customers Attn: Schwab Funds Team N] |
[ ]%
|
Schwab
Treasury Obligations Money Fund Investor Shares |
[Charles
Schwab & Co., Inc. FBO Customers Attn: Schwab Funds Team N] |
[ ]%
|
Schwab
U.S. Treasury Money Fund Investor Shares |
[Charles
Schwab & Co., Inc. FBO Customers Attn: Schwab Funds Team N] |
[ ]%
|
Persons who beneficially own more
than 25% of a fund may be deemed to control the fund. As a result, it may not be possible for matters subject to a vote of a majority of the outstanding voting securities of such fund to be approved without the affirmative vote of such shareholder,
and it may be possible for such matters to be approved by such shareholder without the affirmative vote of any other shareholder.
Investment Advisory and Other Services
Investment Adviser
CSIM, a wholly owned subsidiary of CSC, 211 Main Street, San
Francisco, CA 94105, serves as each fund’s investment adviser and administrator pursuant to an Investment Advisory and Administration Agreement (Advisory Agreement) between it and the Trust. Schwab is an affiliate of CSIM and is the
Trust’s distributor. Charles R. Schwab is the founder, Chairman and Director of CSC. As a result of his ownership of and interests in CSC, Mr. Schwab may be deemed to be a controlling person of CSIM and Schwab.
Advisory Agreement
The continuation of a fund’s Advisory Agreement must be
specifically approved at least annually (1) by the vote of the trustees or by a vote of the shareholders of the fund, and (2) by the vote of a majority of the trustees who are not parties to the investment advisory agreement or “interested
persons” of any party (independent trustees), cast in person at a meeting called for the purpose of voting on such approval.
Each year, the Board calls and holds a meeting to decide
whether to renew the Advisory Agreement between the Trust and CSIM with respect to existing funds in the Trust. In preparation for the meeting, the Board requests and reviews a wide variety of materials provided by CSIM, as well as extensive data
provided by third parties, and the independent trustees receive advice from counsel to the independent trustees.
For its advisory and administrative services to each fund,
CSIM is entitled to receive a graduated annual fee payable monthly based on each fund’s average daily net assets as described below.
Average
Daily Net Assets |
Fee
|
First
$1 billion |
0.35%
|
More
than $1 billion but not exceeding $10 billion |
0.32%
|
More
than $10 billion but not exceeding $20 billion |
0.30%
|
More
than $20 billion but not exceeding $40 billion |
0.27%
|
More
than $40 billion |
0.25%
|
The following table shows the net
advisory fees paid by each fund and gross fees reduced by each fund for the past three fiscal years. The figures in the “net fees paid” row represent the actual amounts paid to CSIM, which include the effect of any reductions due to the
application of a fund’s contractual expense limitation agreement. The figures in the “gross fees reduced by” row represent the amount, if any, the advisory fees payable to CSIM were reduced due to the application of a fund’s
contractual expense limitation agreement.
Fund
|
|
2019
|
2018
|
2017
|
Schwab
Government Money Fund |
Net
fees paid: |
$70,266,502
|
$65,336,955
|
$86,968,302
|
Gross
fees reduced by: |
$
0 |
$
0 |
$
0 |
Schwab
Treasury Obligations Money Fund |
Net
fees paid: |
$31,050,758
|
$16,812,303
|
$
8,502,092 |
Gross
fees reduced by: |
$
0 |
$
0 |
$
604,240 |
Schwab
U.S. Treasury Money Fund |
Net
fees paid: |
$18,018,888
|
$36,209,770
|
$53,657,249
|
Gross
fees reduced by: |
$
0 |
$
14,191 |
$
0 |
CSIM and its affiliates have agreed to limit the total annual
fund operating expenses (excluding interest, taxes and certain non-routine expenses) of each fund below as follows for so long as CSIM serves as the adviser to the fund (a contractual expense limitation agreement).
Fund
|
Expense
Cap |
Schwab
Government Money Fund – Sweep Shares |
0.70%
|
Schwab
Government Money Fund – Investor Shares |
0.35%
|
Schwab
Government Money Fund – Ultra Shares1 |
0.19%
|
Schwab
Treasury Obligations Money Fund – Investor Shares |
0.35%
|
Schwab
Treasury Obligations Money Fund – Ultra Shares1 |
0.19%
|
Schwab
U.S. Treasury Money Fund – Investor Shares |
0.35%
|
Schwab
U.S. Treasury Money Fund – Ultra Shares1 |
0.19%
|
1
|
[Commenced operations
[ ], 2020.] |
Prior to October
3, 2017, CSIM and its affiliates had agreed to limit the total annual fund operating expenses (excluding interest, taxes, and certain non-routine expenses) of each fund below as follows:
Fund
|
Expense
Cap |
Schwab
Government Money Fund – Sweep Shares |
0.75%
|
Schwab
Treasury Obligations Money Fund – Investor Shares |
0.45%
|
A fund’s contractual expense
limitation agreement may only be amended or terminated with the approval of the fund’s Board. The contractual expense limitation agreement may not be recaptured by CSIM. A contractual expense limitation agreement, where applicable, is not
intended to cover all fund expenses, and a fund’s expenses may exceed the amount of the expense limitation set forth in a contractual expense limitation agreement. For example, the contractual expense limitation agreement does not cover
investment-related expenses, such as brokerage commissions, interest, taxes and the fees and expenses of pooled investment vehicles, such as other investment companies, nor does it cover extraordinary or non-routine expenses, if any, such as
shareholder meeting costs.
Distributor
Pursuant to a Second Amended and Restated Distribution
Agreement between Schwab and the Trust, Schwab, located at 211 Main Street, San Francisco, CA 94105, is the principal underwriter for shares of the funds and is the Trust’s agent for the purpose of the continuous offering of the funds’
shares. The funds pay for prospectuses and shareholder reports to be prepared and delivered to existing shareholders. Schwab pays such costs when the described materials are used in connection with the offering of shares to prospective investors and
for supplemental sales literature and advertising. Schwab receives no fee under the Distribution Agreement; however, as described below in “Payments to Financial Intermediaries,” CSIM compensates Schwab, in its capacity as a financial
intermediary and not in its capacity as distributor and principal underwriter for the funds, for providing certain additional services that may be deemed to be distribution-related.
Payments to Financial Intermediaries
CSIM and its affiliates make payments to certain
broker-dealers, banks, trust companies, insurance companies, retirement plan service providers, consultants and other financial intermediaries (Intermediaries) for services and expenses incurred in connection with certain activities or services
which may educate financial advisors or facilitate, directly or indirectly, investment in the funds and other investment companies advised by CSIM, including the Schwab ETFs. These payments are made by CSIM or its affiliates at their own expense,
and not from the assets of the funds. Although a portion of CSIM’s and its affiliates’ revenue comes directly or indirectly in part from fees paid by the funds, these payments do not increase the expenses paid by investors for the
purchase of fund shares, or the cost of owning a fund.
These payments may relate to educational efforts regarding the
funds, or for other activities, such as marketing and/or fund promotion activities and presentations, educational training programs, conferences, data analytics and support, or the development and support of technology platforms and/or reporting
systems. In addition, CSIM or its affiliates make payments to certain Intermediaries that make shares of the funds available to their customers or otherwise promote the funds, which may include Intermediaries that allow customers to buy and sell
fund shares without paying a commission or other transaction charge. Payments of this type are sometimes referred to as revenue-sharing or marketing support.
Payments made to Intermediaries may be significant and may
cause an Intermediary to make decisions about which investment options it will recommend or make available to its clients or what services to provide for various products based on payments it receives or is eligible to receive. As a result, these
payments could create conflicts of interest between an Intermediary and its clients and these financial incentives may cause the Intermediary to recommend the funds over other investments.
As of September 24, 2020, CSIM anticipates that Cambridge
Investment Research, Inc., Envestnet Asset Management, Inc., Great-West Life & Annuity Insurance Company, LPL Financial LLC, Minnesota Life Insurance Company, Morgan Stanley Smith Barney LLC, Northwestern Mutual Investment Services, LLC,
Teachers Insurance and Annuity Association of America and UBS Financial Services Inc. will receive these payments. CSIM may enter into similar agreements with other FINRA member firms (or their affiliates) in the future. In addition to member firms
of FINRA, CSIM and its affiliates may also make these payments to certain other financial intermediaries, such as banks, trust companies, insurance companies, and plan administrators and consultants that sell fund shares or provide services to the
funds and their shareholders. These firms may not be included in this list. You should ask your financial intermediary if it receives such payments.
CSIM also makes payments to Schwab for certain administrative,
professional and support services provided by Schwab, in its capacity as an affiliated financial intermediary and not as distributor and principal underwriter of the funds. These payments reimburse Schwab for its charges, costs and expenses of
providing Schwab personnel to perform marketing and sales activities under the direction of CSIM, such as sales lead generation and sales support, assistance with public relations, marketing and/or advertising activities and presentations,
educational training programs, conferences, and data analytics and support. Payments also are made by CSIM to Schwab for CSIM’s allocated costs of general corporate services provided by Schwab, such as human resources, facilities, project
management support and technology.
Shareholder Servicing
and Sweep Administration Plan
The Trust’s Board
has adopted an amended Shareholder Servicing and Sweep Administration Plan (the Plan) on behalf of the funds of the Trust. The Plan enables the funds to bear expenses relating to the provision by financial intermediaries, including Schwab (together,
service providers), of certain shareholder services to the current shareholders of the funds. Pursuant to the Plan, each fund is subject to an annual shareholder servicing fee, up to the amount set forth below:
Fund
|
Shareholder
Servicing Fee |
Schwab
Government Money Fund – Ultra Shares |
0.00%
|
Schwab
Treasury Obligations Money Fund – Ultra Shares |
0.00%
|
Schwab
U.S. Treasury Money Fund – Ultra Shares |
0.00%
|
Pursuant to the Plan, the funds may
pay service providers (including Schwab) that, pursuant to written agreements with Schwab or the Trust, provide certain account maintenance, customer liaison and shareholder services to fund shareholders. The service providers may provide fund
shareholders with the following shareholder services, among other shareholder services: (i) maintaining records for shareholders that hold shares of a fund; (ii) communicating with shareholders, including the mailing of regular statements and
confirmation statements, distributing fund-related materials, mailing prospectuses and reports to shareholders, and responding to shareholder inquiries; (iii) communicating and processing shareholder purchase, redemption and exchange orders; (iv)
communicating mergers, splits or other reorganization activities to fund shareholders; and (v) preparing and filing tax information, returns and reports.
The shareholder servicing fee paid to a particular service
provider is calculated at the annual rate set forth in the chart above and is based on the average daily net asset value of the fund shares owned by shareholders holding shares through such service provider. Payments under the Plan are made as
described above without regard to whether the fee is more or less than the service provider’s actual cost of providing the services, and if more, such excess may be retained as profit by the service provider.
The Plan shall continue in effect for a fund for so long as
its continuance is specifically approved at least annually by a vote of the majority of both (i) the Board of Trustees of the Trust and (ii) the Trustees of the Trust who are not interested persons of the Trust and who have no direct or
indirect financial interest in the operation of the Plan or any agreements
related to it (the Qualified Trustees). The Plan requires that Schwab or any person authorized to direct the disposition of monies paid or payable by the funds pursuant to the Plan furnish quarterly written reports of amounts spent under the Plan
and the purposes of such expenditures to the Board of Trustees of the Trust for review. All material amendments to the Plan must be approved by votes of the majority of both (i) the Board of Trustees and (ii) the Qualified Trustees.
Transfer Agent
DST Asset Manager Solutions, Inc., 2000 Crown Colony Drive,
Quincy, MA 02169-0953, serves as the funds’ transfer agent. As part of these services, the firm maintains records pertaining to the sale, redemption and transfer of the funds’ shares.
Custodian and Fund Accountant
State Street Bank and Trust Company (State Street), One
Lincoln Street, Boston, MA 02111, serves as custodian and fund accountant for the funds.
The custodian is responsible for the daily safekeeping of
securities and cash held by the funds. The fund accountant maintains the books and records related to each fund’s transactions.
Independent Registered Public Accounting Firm
Prior to June 8, 2020, the funds’ independent registered
public accounting firm was [ ]. [ ] audited and reported on the annual financial statements of the funds and reviewed certain regulatory reports and each fund’s federal income tax return.
[ ] also performed other professional, accounting, auditing, tax and advisory services when engaged to do so by the Trust. [ ] resigned as the funds’ independent registered public accounting firm
effective June 8, 2020. The funds’ Board appointed [ ], beginning June 9, 2020, to act as the funds’ independent registered public accounting firm. [ ] audits and reports on the annual
financial statements of the funds and reviews certain regulatory reports. [ ] or one of its affiliates also reviews each funds’ federal income tax returns and performs other professional, accounting, auditing, tax and
advisory services when engaged to do so by the Trust.
Other Expenses
The funds pay other expenses that typically are connected with
the Trust’s operations, and include legal, audit and custodian fees, as well as the costs of accounting and registration of the funds. Expenses not directly attributable to a particular fund will generally be allocated among the funds in the
Trust on the basis of each fund’s relative net assets at the time the expense is incurred.
Securities Lending Activities
As of the most recent fiscal year-end, the funds had not
entered into a contract with a securities lending agent and were not engaged in securities lending.
Brokerage Allocation And Other Practices
Portfolio Turnover
Because securities with maturities of less than one year are
excluded from required portfolio turnover rate calculations, the funds’ portfolio turnover rate for reporting purposes is expected to be near zero.
Portfolio Transactions
The investment adviser makes decisions with respect to the
purchase and sale of portfolio securities on behalf of the funds. The investment adviser is responsible for implementing these decisions, including the negotiation of commissions and the allocation of principal business and portfolio brokerage. A
fund generally does not incur any commissions or sales charges when it invests in underlying Schwab Funds or Laudus Funds, but it may incur such costs if it invests directly in other types of securities or in unaffiliated funds. Purchases and sales
of securities on a stock exchange, including ETF shares, or certain riskless principal transactions placed on NASDAQ are typically effected through brokers who charge a commission for their services. Exchange fees may also apply to transactions
effected on an exchange. Purchases and sales of fixed-income securities may be transacted with the issuer, the issuer’s underwriter, or a dealer. The funds do not usually pay brokerage commissions on purchases and sales of fixed-income
securities, although the price of the securities generally includes compensation, in the form of a spread or a mark-up or mark-down, which is not disclosed separately. The prices the funds pay to underwriters of newly-issued securities usually
include a commission paid by the issuer to the underwriter. Transactions placed through dealers who are serving as primary market makers reflect the spread between the bid and asked prices. The money market securities in which certain of the funds
may invest are traded primarily in the over-the-counter market on a net basis and do not normally involve either brokerage commissions or transfer taxes. It is expected that the cost of executing portfolio securities transactions of the funds will
primarily consist of dealer spreads and brokerage commissions.
The investment adviser seeks to obtain best execution for each
fund’s portfolio transactions. The investment adviser considers commission rates along with a number of factors relating to the quality of execution. Considered factors may cover the full range and quality of a broker’s
service, including, without limitation, value provided, execution capability,
commission rate, financial responsibility and responsiveness to the investment adviser. The investment adviser may also consider brokerage and research services provided by the broker. The investment adviser does not take into consideration fund
sales when selecting a broker to effect a portfolio transaction; however, the investment adviser may execute through brokers that sell shares of funds advised by the investment adviser.
The investment adviser generally will not enter into
soft-dollar arrangements with brokers to obtain third-party research or other services in exchange for brokerage commissions paid by advised accounts. However, the investment adviser does receive various forms of eligible proprietary research that
is bundled with brokerage services at no additional cost from certain of the brokers with whom the investment adviser executes equity or fixed-income trades. These services or products may include: company financial data and economic data (e.g.,
unemployment, inflation rates and GDP figures), stock quotes, last sale prices and trading volumes, research reports analyzing the performance of a particular company or stock, access to websites that contain data about various securities markets,
narrowly distributed trade magazines or technical journals covering specific industries, products, or issuers, seminars or conferences registration fees which provide substantive content relating to eligible research, discussions with research
analysts or meetings with corporate executives which provide a means of obtaining oral advice on securities, markets or particular issuers, short-term custody related to effecting particular transactions and clearance and settlement of those trades,
lines between the broker-dealer and order management systems operated by a third party vendor, dedicated lines between the broker-dealer and the investment adviser’s order management system, dedicated lines providing direct dial-up service
between the investment adviser and the trading desk at the broker-dealer, and message services used to transmit orders to broker-dealers for execution.
The investment adviser does not currently cause a fund to pay
a higher commission in return for brokerage or research services or products to obtain research or other products or services. If the investment adviser elected to do so, it would receive a benefit because it would not have to produce or pay for the
research, products or services. Consequently, this may create an incentive for the investment adviser to select or recommend a broker-dealer based on its interest in receiving the research or other products or services.
The investment adviser may purchase new issues of securities
for the funds in a fixed price offering. In these situations, the seller may be a member of the selling group that will, in addition to selling securities, provide the investment adviser with research services, in accordance with applicable rules
and regulations permitting these types of arrangements.
The investment adviser may place orders directly with
electronic communications networks or other alternative trading systems. Placing orders with electronic communications networks or other alternative trading systems may enable a fund to trade directly with other institutional holders. At times, this
may allow a fund to trade larger blocks than would be possible trading through a single market maker.
In determining when and to what extent to use Schwab or any
other affiliated broker-dealer as its broker for executing orders for the funds, the investment adviser follows procedures, adopted by the Board, that are designed to ensure that affiliated brokerage commissions (if relevant) are reasonable and fair
in comparison to unaffiliated brokerage commissions for comparable transactions.
In certain market circumstances, the investment adviser may
determine that its clients, which include registered investment companies and other advisory clients, are best served by placing one order on behalf of several of them. The investment adviser will not aggregate transactions if it determines that to
do so (i) would be unfair or inequitable in the circumstances; (ii) is impractical; or (iii) is otherwise inappropriate in the circumstances. The funds may pay higher brokerage costs or otherwise receive less favorable prices or execution if the
investment adviser does not aggregate trades when it has an opportunity to do so.
The investment adviser’s aggregation and allocation
guidelines are intended to ensure that trade allocations are timely, that no set of trade allocations is accomplished to unfairly advantage or disadvantage particular clients or types of clients and that, over time, client accounts are treated
fairly and equitably, even though a specific trade may have the effect of benefiting one account against another when viewed in isolation. In connection with the aggregation of purchase and sale orders for two or more client accounts, the following
requirements must be met:
(1)
|
The investment adviser shall
not receive additional compensation or remuneration of any kind as a result of aggregating transactions for clients. |
(2)
|
The investment adviser, for
each client, must determine that the purchase or sale of each particular security involved is appropriate for the client and consistent with its investment objectives and its investment guidelines or restrictions. |
(3)
|
Each client that
participates in a block trade will participate at the average security price with all transaction costs shared on a pro-rata basis. |
(4)
|
Client
account information at the investment adviser must separately reflect the securities that have been bought, sold and held for each client. |
The investment adviser portfolio management personnel are
responsible for placing orders for fixed-income securities transactions with broker-dealers. When orders for the same security for different client accounts are aggregated, they are generally allocated after execution because fixed-income
transactions are typically conducted in individually negotiated transactions. For money market fund accounts, allocations among similar client accounts are determined with the general purpose of achieving, as nearly as possible, performance
characteristic parity
among such accounts over time. Similar money market fund accounts furthest
from achieving performance characteristic parity typically receive priority in allocations. In addition to performance (gross yield), factors considered may include, but are not limited to: (i) capacity available for a particular name or sector;
(ii) cash flow/liquidity; (iii) management of maturities; and (iv) weighted average maturity (or weighted average life). Allocations among dissimilar money market fund accounts are generally pro rata, subject
to adjustments to accommodate specific investment guidelines and portfolio characteristics of client accounts. Additional factors considered may include, but are not limited to: (i) the factors set forth for similar client accounts; (ii) alternative
minimum tax; (iii) issuing state; and (iv) tax exempt versus taxable income status. The investment adviser portfolio managers may give priority to a particular fund in circumstances where it is necessary to meet that fund’s investment
objective.
Brokerage Commissions
During the last three fiscal years, the funds paid no
brokerage commissions.
Regular Broker-Dealers
During the fiscal year, the funds held securities issued by
their respective “regular broker-dealers” (as defined in Rule 10b-1 under the 1940 Act), indicated below as of December 31, 2019. [To be updated by amendment]
Fund
|
Regular
Broker-Dealer |
Value
of Holdings |
Schwab
Government Money Fund |
None
|
N/A
|
Schwab
Treasury Obligations Money Fund |
None
|
N/A
|
Schwab
U.S. Treasury Money Fund |
None
|
N/A
|
Proxy Voting
The Board has delegated the responsibility for voting proxies
to CSIM. The trustees have adopted CSIM’s Proxy Voting Policy with respect to proxies voted on behalf of the various Schwab Funds’ portfolios. A description of CSIM’s Proxy Voting Policy is included in Appendix – Proxy Voting
Policy.
The Trust is required to disclose annually a
fund’s complete proxy voting record on Form N-PX. A fund’s proxy voting record for the most recent 12-month period ended June 30th is available by visiting the Schwab Funds’ website at
www.schwabfunds.com/schwabfunds_prospectus. A fund’s Form N-PX will also be available on the SEC’s website at www.sec.gov.
Portfolio Holdings Disclosure
For this section only, the following disclosure relates to The
Charles Schwab Family of Funds, Schwab Investments, Schwab Annuity Portfolios, Schwab Capital Trust, Schwab Strategic Trust and Laudus Trust (collectively, the Trusts) and each series thereunder (each a fund and collectively, the funds).
The Trusts’ Board has approved policies and procedures
that govern the timing and circumstances regarding the disclosure of fund portfolio holdings information to shareholders and third parties. These policies and procedures are designed to ensure that disclosure of information regarding the
funds’ portfolio securities is in the best interests of fund shareholders, and include procedures to address conflicts between the interests of the funds’ shareholders, on the one hand, and those of the funds’ investment adviser,
subadviser (if applicable), principal underwriter or any affiliated person of a fund, its investment adviser, subadviser or principal underwriter, on the other. Pursuant to such procedures, the Board has authorized one of the President, Chief
Operating Officer or Chief Financial Officer of the Trusts (in consultation with a fund’s subadviser, if applicable) to authorize the release of the funds’ portfolio holdings prior to regular public disclosure (as outlined in the
prospectus and below) or regular public filings, as necessary, in conformity with the foregoing principles.
The Board exercises on-going oversight of the disclosure of
fund portfolio holdings by overseeing the implementation and enforcement of the funds’ policies and procedures by the Chief Compliance Officer and by considering reports and recommendations by the Chief Compliance Officer concerning any
material compliance matters. The Board will receive periodic updates, at least annually, regarding entities which were authorized to be provided “early disclosure” of the funds’ portfolio holdings information and will periodically
review any agreements that the Trusts have entered into to selectively disclose portfolio holdings.
Portfolio holdings may be made available on a selective basis
to ratings agencies, certain industry organizations, consultants and other qualified financial professionals when the appropriate officer of the Trusts determines such disclosure meets the requirements noted above and serves a legitimate business
purpose. Agreements entered into with such entities will describe the permitted use of portfolio holdings and provide that, among other customary confidentiality provisions: (i) the portfolio holdings will be kept confidential; (ii) the person will
not trade on the basis of any material non-public information; and (iii) the information will be used only for the purpose described in the agreement.
The funds’ service providers including, without
limitation, the investment adviser, subadvisers (if applicable), the distributor, the custodian, fund accountant, transfer agent, counsel, auditor, proxy voting service provider, pricing information vendors, trade execution measurement vendors,
portfolio management system providers, cloud database providers, securities lending agents, publisher, printer and mailing agent may receive disclosure of portfolio holdings information as frequently as daily in connection with the services they
perform for the funds. CSIM, any subadviser to a fund as disclosed in the most current prospectus, Glass, Lewis & Co., LLC, State Street and/or Brown Brothers Harriman & Co., as service providers to the funds, are currently receiving this
information on a daily basis. Donnelley Financial Solutions, as a service provider to the funds, is currently receiving this information on a quarterly basis. D&T, the Transfer Agent, and the Distributor, as service providers to the funds,
receive this information on an as-needed basis. Service providers are subject to a duty of confidentiality with respect to any portfolio holdings information they receive whether imposed by the confidentiality provisions of the service
providers’ agreements with the Trusts or by the nature of its relationship with the Trusts. Although certain of the service providers are not under formal confidentiality obligations in connection with disclosure of portfolio holdings, a fund
will not continue to conduct business with a service provider who the fund believes is misusing the disclosed information.
To the extent that a fund invests in an ETF, the Trusts will,
when required by the exemptive orders issued by the SEC to ETF sponsors and the procedures adopted by the Board, promptly notify the ETF in writing of any purchase or acquisition of shares of the ETF that causes the fund to hold (i) 5% or more of
such ETF’s total outstanding voting securities, and (ii) 10% or more of such ETF’s total outstanding voting securities. In addition, CSIM will, upon causing a fund to acquire more than 3% of an ETF’s outstanding shares, notify the
ETF of the investment.
The funds’ policies and
procedures prohibit the funds, the funds’ investment adviser or any related party from receiving any compensation or other consideration in connection with the disclosure of portfolio holdings information.
Generally, a complete list of a fund’s portfolio
holdings is published on the fund’s website www.schwabfunds.com on the “Prospectus & Reports” tab under “Portfolio Holdings” generally 60-80 days after a fund’s fiscal quarter-end in-line with regulatory
filings unless a different timing is outlined in the fund’s prospectus.
Specifically for the Schwab ETFs, each Schwab ETF discloses
its portfolio holdings and the percentages the holdings represent of the fund’s net assets at least monthly on the website and as often as each day the fund is open for business. Portfolio holdings information made available in connection with
the process of purchasing or redeeming Creation Units for the Schwab ETFs may be provided to other entities that provided services to the funds in the ordinary course of business after it has been disseminated to the NSCC.
The Schwab Money Funds have an ongoing arrangement to make
available information about the funds’ portfolio holdings and information derived from the funds’ portfolio holdings to iMoneyNet, a rating and ranking organization, which is subject to a confidentiality agreement. Under its arrangement
with the funds, iMoneyNet, among other things, receives information concerning the funds’ net assets, yields, maturities and portfolio compositions on a weekly basis, subject to a one business day lag.
On the website, the funds also may provide, on a monthly or
quarterly basis, information regarding certain attributes of a fund’s portfolio, such as a fund’s top ten holdings, sector weightings, composition, credit quality and duration and maturity, as applicable. This information is generally
updated within 5-25 days after the end of the period. This information on the website is publicly available to all categories of persons.
The funds may disclose non-material information including
commentary and aggregate information about the characteristics of a fund in connection with or relating to a fund or its portfolio securities to any person if such disclosure is for a legitimate business purpose, such disclosure does not effectively
result in the disclosure of the complete portfolio securities of any fund (which can only be disclosed in accordance with the above requirements), and such information does not constitute material non-public information. Such disclosure does not
fall within the portfolio securities disclosure requirements outlined above.
Whether the information constitutes material non-public
information will be made on a good faith determination, which involves an assessment of the particular facts and circumstances. In most cases, commentary or analysis would be immaterial and would not convey any advantage to a recipient in making a
decision concerning a fund. Commentary and analysis include, but are not limited to, the allocation of a fund’s portfolio securities and other investments among various asset classes, sectors, industries, countries or other relevant category,
the characteristics of the stock components and other investments of a fund, the attribution of fund returns by asset class, sector, industry, country or other relevant category, and the volatility characteristics of a fund.
Description Of The Trust
Each fund is a series of The Charles Schwab Family of Funds,
an open-end investment management company organized as a Massachusetts business trust on October 20, 1989.
The funds may hold special meetings of shareholders, which may
cause the funds to incur non-routine expenses. These meetings may be called for purposes such as electing trustees, changing fundamental policies and amending management contracts. Shareholders are entitled to one vote for each share owned and may
vote by proxy or in person. Proxy materials will be mailed to shareholders prior to any meetings, and will include a voting card and information explaining the matters to be voted upon.
The bylaws of the Trust provide that a majority of shares
entitled to vote shall be a quorum for the transaction of business at a shareholders’ meeting, except that where any provision of law, or of the Declaration of Trust or of the bylaws permits or requires that (1) holders of any series
shall vote as a series, then a majority of the aggregate number of shares of
that series entitled to vote shall be necessary to constitute a quorum for the transaction of business by that series, or (2) holders of any class shall vote as a class, then a majority of the aggregate number of shares of that class entitled to
vote shall be necessary to constitute a quorum for the transaction of business by that class. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held, within a reasonable time after the date set for the
original meeting, without the necessity of further notice. The Declaration of Trust specifically authorizes the Board to terminate the Trust (or any of its investment portfolios) by notice to the shareholders without shareholder approval.
Under Massachusetts law, shareholders of a Massachusetts
business trust could, under certain circumstances, be held personally liable for the Trust’s obligations. The Declaration of Trust, however, disclaims shareholder liability for the Trust’s acts or obligations and requires that notice of
such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or the trustees. In addition, the Declaration of Trust provides for indemnification out of the property of an investment portfolio in which a
shareholder owns or owned shares for all losses and expenses of such shareholder or former shareholder if he or she is held personally liable for the obligations of the Trust solely by reason of being or having been a shareholder. Moreover, the
Trust will be covered by insurance which the trustees consider adequate to cover foreseeable tort claims. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is considered remote, because it is limited to
circumstances in which a disclaimer is inoperative and the Trust itself is unable to meet its obligations. There is a remote possibility that a fund could become liable for a misstatement in the prospectus or SAI about another fund.
As more fully described in the Declaration of Trust, the
trustees may each year, or more frequently, distribute to the shareholders of each series accrued income less accrued expenses and any net realized capital gains less accrued expenses. Distributions of each year’s income of each series shall
be distributed pro rata to shareholders in proportion to the number of shares of each series held by each of them. Distributions will be paid in cash or shares or a combination thereof as determined by the trustees. Distributions paid in shares will
be paid at the net asset value per share as determined in accordance with the bylaws.
Any series of the Trust may reorganize or merge with one or
more other series of the Trust or of another investment company. Any such reorganization or merger shall be pursuant to the terms and conditions specified in an agreement and plan of reorganization authorized and approved by the Trustees and entered
into by the relevant series in connection therewith. In addition, such reorganization or merger may be authorized by vote of a majority of the Trustees then in office and, to the extent permitted by applicable law, without the approval of
shareholders of any series.
Purchase, Redemption,
delivery of shareholder documents And Pricing Of Shares
Purchasing and Redeeming Shares of the Funds
The funds are open for business each day, except for days on
which the New York Stock Exchange (NYSE) is closed and the following federal holiday observances: Columbus Day and Veterans Day. The NYSE’s trading session is normally conducted from 9:30 a.m. until 4:00 p.m. Eastern time, Monday through
Friday, although some days, such as in advance of and following holidays, the NYSE’s trading sessions close early. The NYSE typically observes the following holidays: New Year’s Day, Martin Luther King Jr. Day, Presidents’ Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Although it is expected that the same holidays will be observed in the future, the NYSE may modify its holiday schedule or hours of operation at any time.
Orders that are received in good order by a fund’s transfer agent no later than the time specified by the Trust will be executed that day at the fund’s share price calculated that day. On any day that the NYSE closes early, the funds
reserve the right to advance the time by which purchase, redemption and exchange orders must be received by the funds in order to be executed at that day’s share price. If the NYSE is closed due to weather or other extenuating circumstances on
a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened for business, the funds reserve the right to treat such day as a business day and accept purchase, exchange and redemption orders and
calculate their share prices as of the normally scheduled close of regular trading on the NYSE for that day.
The funds have authorized one or more financial
intermediaries, including Schwab, to accept on their behalf purchase, exchange and redemption orders. Such financial intermediaries have also been authorized to designate other intermediaries to accept purchase, exchange and redemption orders on the
funds’ behalf. The funds will be deemed to have received a purchase, exchange or redemption order when an authorized intermediary or, if applicable, an intermediary’s authorized designee, receives such order. Such orders will be priced
at the respective fund’s net asset value per share next determined after such orders are received by an authorized intermediary or the intermediary’s authorized designee.
As long as the funds or Schwab follow reasonable procedures to
confirm that an investor’s telephone or internet order is genuine, they will not be liable for any losses the investor may experience due to unauthorized or fraudulent instructions. These procedures may include requiring a form of personal
identification or other confirmation before acting upon any telephone or internet order, providing written confirmation of telephone or internet orders and tape recording all telephone orders.
Share certificates will not be issued in order to avoid
additional administrative costs, however, share ownership records are maintained by the funds’ transfer agent.
Each fund has made an election with the SEC to pay in cash all
redemptions requested by any shareholder of record limited in amount during any 90-day period to the lesser of $250,000 or 1% of its net assets at the beginning of such period. This election is irrevocable without the
SEC’s prior approval. Redemption requests in excess of these limits may
be paid, in whole or in part, in investment securities or in cash, as the Board may deem advisable. Payment will be made wholly in cash unless the Board believes that economic or market conditions exist that would make such payment a detriment to
the best interests of a fund. If redemption proceeds are paid in investment securities, such securities will be valued as set forth in “Pricing of Shares.” A redeeming shareholder would normally incur transaction costs if he or she were
to convert the securities to cash.
The Schwab Government
Money Fund is composed of three classes of shares, Sweep Shares, Investor Shares and Ultra Shares. Each of Schwab Treasury Obligations Money Fund and Schwab U.S. Treasury Money Fund offer two share classes, Investor Shares and Ultra Shares. Each
fund’s share classes share a common investment portfolio and objective but have different minimum investment requirements and different expenses. The Sweep Shares are designed to provide convenience through automatic investment of uninvested
cash balances and automatic redemptions for transactions in your Schwab account. Schwab, in its discretion, may, at any time, determine to temporarily or permanently discontinue offering Sweep Shares to new or existing Schwab customers. In addition,
Schwab has informed the Schwab Government Money Fund that it intends to seek authorization from its clients to redeem their holdings in the fund in the event the fund ceases to maintain a stable net asset value per share, which may result in a
liquidation of the fund. The Investor Shares and Ultra Shares do not have a sweep feature.
Liquidity Fees and Redemption Gates
As government money market funds, the Schwab Government Money
Fund, Schwab Treasury Obligations Money Fund and Schwab U.S. Treasury Money Fund are not required to impose a liquidity fee and/or a redemption gate on fund redemptions. The Board has determined not to subject the Schwab Government Money Fund,
Schwab Treasury Obligations Money Fund and Schwab U.S. Treasury Money Fund to a liquidity fee and/or a redemption gate on fund redemptions. Please note that the Board has reserved its ability to change this determination with respect to liquidity
fees and/or redemption gates, but only after providing appropriate prior notice to shareholders.
Exchanging Shares of the Funds
Methods to purchase and redeem shares of a fund are set forth
in the funds’ prospectuses. An exchange order involves the redemption of all or a portion of the shares of one Schwab Fund and the simultaneous purchase of shares of another Schwab Fund or Laudus Fund. Exchange orders must meet the minimum
investment and any other requirements of the fund or class purchased. Exchange orders may not be executed between shares of Sweep Investments® and
shares of non-Sweep Investments. Shares of Sweep Investments may be bought and sold automatically pursuant to the terms and conditions of your Schwab account agreement. In addition, different exchange policies may apply to Schwab Funds or Laudus
Funds that are bought and sold through third-party intermediaries and the exchange privilege between Schwab Funds and Laudus Funds may not be available through third-party intermediaries.
The funds and Schwab reserve certain rights with regard to
exchanging shares of the funds. These rights include the right to: (i) refuse any purchase or exchange order that may negatively impact a fund’s operations; (ii) refuse orders that appear to be associated with short-term trading activities;
and (iii) materially modify or terminate the exchange privilege upon 60 days’ written notice to shareholders.
Pricing of Shares
Each fund values its portfolio instruments at amortized cost,
which means they are valued at their acquisition cost, as adjusted for amortization of premium or discount, rather than at current market value. Calculations are made to compare the value of a fund’s investments at amortized cost with market
values. Such values are required to be determined in one of two ways: securities for which market quotations are readily available are required to be valued at current market value; and securities for which market quotations are not readily
available are required to be valued at fair value using procedures approved by the Board. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early
closing on a day it has opened for business, the funds reserve the right to treat such day as a business day and accept purchase and redemption orders and calculate their share price as of the normally scheduled close of regular trading on the NYSE
for that day. The funds use approved pricing services to provide values for their portfolio securities. Securities may be fair valued pursuant to procedures approved by the funds’ Board when approved pricing services do not provide a value for
a security, a furnished price appears manifestly incorrect or events occur prior to the close of the NYSE that materially affect the furnished price. The Board regularly reviews fair value determinations made by the funds pursuant to the
procedures.
The amortized cost method of valuation seeks
to maintain a stable net asset value per share (NAV) of $1.00, even where there are fluctuations in interest rates that affect the value of portfolio instruments. Accordingly, this method of valuation can in certain circumstances lead to a dilution
of a shareholder’s interest.
If a deviation of 1/2
of 1% or more between a fund’s NAV calculated using market values and a fund’s $1.00 NAV calculated using amortized cost were to occur or was expected to occur, or if there were any other deviation that the Board believed would result in
a material dilution or other unfair results to shareholders or purchasers, the Board would promptly consider what action, if any, should be initiated, including, without limitation, selling portfolio instruments prior to their maturity to realize
capital gains/losses or to shorten average portfolio maturity; redeeming shares in kind; establishing a NAV by using available market quotations or equivalents; or reducing the number of shares outstanding on a pro rata basis through reverse stock
splits or the assessment of negative dividends to the extent permissible by applicable law and the Trust’s organizational documents. The Board may also consider taking these actions during a negative interest rate environment in an effort to
maintain a fund’s $1.00 NAV to the extent permissible by applicable law and the Trust’s organizational documents. In addition, if a fund’s NAV calculated
using market values declined, or was expected to decline, below a
fund’s $1.00 NAV calculated using amortized cost, the Board might temporarily reduce or suspend dividend payments in an effort to maintain a fund’s $1.00 NAV. As a result of such reduction or suspension of dividends or other action by
the Board, an investor would receive less income during a given period than if such a reduction or suspension had not taken place. Such action could result in investors receiving no dividend for the period during which they hold their shares and
receiving, upon redemption, a price per share lower than that which they paid. On the other hand, if a fund’s NAV calculated using market values were to increase, or were anticipated to increase above a fund’s $1.00 NAV calculated using
amortized cost, the Board might supplement dividends in an effort to maintain a fund’s $1.00 NAV. The Board may take any of these, or other, actions to the extent permissible by applicable law.
Delivery of Shareholder Documents
Typically once a year, an updated prospectus will be mailed to
shareholders describing each fund’s investment strategies, risks and shareholder policies. Twice a year, financial reports will be mailed (or, effective January 1, 2021, a notice will be mailed and financial reports will be electronically
transmitted) to shareholders describing each fund’s performance and investment holdings. In order to eliminate duplicate mailings of shareholder documents, each household may receive one copy of these documents, under certain conditions. This
practice is commonly called “householding.” If you want to receive multiple copies, you may write or call your fund at the address or telephone number on the front of this SAI. Your instructions will be effective within 30 days of
receipt by a fund or other date as communicated by the financial intermediary.
Taxation
This discussion of federal income tax consequences is based on
the Internal Revenue Code of 1986, as amended (the Internal Revenue Code) and the regulations issued thereunder as in effect on the date of this SAI. New legislation, as well as administrative changes or court decisions, may significantly change the
conclusions expressed herein, and may have a retroactive effect with respect to the transactions contemplated herein.
Federal Tax Information for the Funds
It is each fund’s policy to qualify for taxation as a
“regulated investment company” (RIC) by meeting the requirements of Subchapter M of the Internal Revenue Code. By qualifying as a RIC, each fund expects to eliminate or reduce to a nominal amount the federal income tax to which it is
subject. If a fund does not qualify as a RIC under the Internal Revenue Code, it will be subject to federal income tax on its net investment income and any net realized capital gains.
Each fund is treated as a separate entity for federal income
tax purposes and is not combined with the Trust’s other funds. Each fund intends to qualify as a RIC so that it will be relieved of federal income tax on that part of its income that is distributed to shareholders. In order to qualify for
treatment as a RIC, a fund must, among other requirements, distribute annually to its shareholders an amount at least equal to the sum of 90% of its investment company taxable income (generally, net investment income plus the excess, if any, of net
short-term capital gain over net long-term capital losses) and 90% of its net tax-exempt income. Among these requirements are the following: (i) at least 90% of a fund’s gross income each taxable year must be derived from dividends, interest,
payments with respect to securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income derived with respect to its business of investing in such stock or securities or currencies and net
income derived from an interest in a qualified publicly traded partnership; (ii) at the close of each quarter of a fund’s taxable year, at least 50% of the value of its total assets must be represented by cash and cash items, U.S. government
securities, securities of other RICs and other securities, with such other securities limited, in respect of any one issuer, to an amount that does not exceed 5% of the value of a fund’s assets and that does not represent more than 10% of the
outstanding voting securities of such issuer; and (iii) at the close of each quarter of a fund’s taxable year, not more than 25% of the value of its assets may be invested in securities (other than U.S. government securities or the securities
of other RICs) of any one issuer or of two or more issuers and which are engaged in the same, similar, or related trades or businesses if the fund owns at least 20% of the voting power of such issuers, or the securities of one or more qualified
publicly traded partnerships.
The Internal Revenue Code
imposes a non-deductible excise tax on RICs that do not distribute in a calendar year (regardless of whether they otherwise have a non-calendar taxable year) an amount equal to 98% of their “ordinary income” (as defined in the Internal
Revenue Code) for the calendar year plus 98.2% of their net capital gain for the one-year period ending on October 31 of such calendar year, plus any undistributed amounts from prior years. The non-deductible excise tax is equal to 4% of the
deficiency. For the foregoing purposes, a fund is treated as having distributed any amount on which it is subject to income tax for any taxable year ending in such calendar year. A fund may in certain circumstances be required to liquidate fund
investments in order to make sufficient distributions to avoid federal excise tax liability at a time when the investment adviser might not otherwise have chosen to do so, and liquidation of investments in such circumstances may affect the ability
of a fund to satisfy the requirements for qualification as a RIC.
With respect to investments in zero coupon or other securities
which are sold at original issue discount and may not make periodic cash interest payments, a fund will be required to include as part of its current income the imputed interest on such obligations even though the fund has not received any
corresponding interest payments on such obligations during that period. Because each fund distributes all of its net investment income to its shareholders, a fund may have to sell fund securities to distribute such imputed income which may occur at
a time when the adviser would not have chosen to sell such securities and which may result in taxable gain or loss.
A liquidity fee imposed by a fund will reduce the amount you
will receive upon the redemption of your shares, and will decrease the amount of any capital gain or increase the amount of any capital loss you will recognize from such redemption. There is some degree of uncertainty with respect to the tax
treatment of liquidity fees received by money market funds, and such tax treatment may be the subject of future guidance issued by the Internal Revenue Service. If the fund receives liquidity fees, it will consider the appropriate tax treatment of
such fees to the fund at such time.
Federal Income Tax
Information for Shareholders
The discussion of federal
income taxation presented below supplements the discussion in the funds’ prospectuses and only summarizes some of the important federal tax considerations generally affecting shareholders of the funds. Accordingly, prospective investors
(particularly those not residing or domiciled in the United States) should consult their own tax advisors regarding the consequences of investing in a fund.
On each business day that the NAV of a fund is determined,
such fund’s net investment income will be declared as of the close of the fund (normally 4:00 p.m. Eastern time) as a daily dividend to shareholders of record. Your daily dividend is calculated each business day by applying the daily dividend
rate by the number of shares owned, and is rounded to the nearest penny. The daily dividend is accrued each business day, and the sum of the daily dividends is paid monthly. For each fund, dividends will normally be reinvested monthly in shares of
the fund at the NAV on the 15th day of each month, if a business day, otherwise on the next business day, except in December when dividends are reinvested on the last business day of December. If cash payment is requested, checks will normally be
mailed on the business day following the reinvestment date. Each fund will pay shareholders, who redeem all of their shares, all dividends accrued to the time of the redemption within seven days.
Each fund calculates its dividends based on its daily net
investment income. For this purpose, the net investment income of a fund generally consists of: (1) accrued interest income, plus or minus amortized discount or premium, minus (2) accrued expenses allocated to that fund. If a fund realizes any
capital gains, they will be distributed at least once during the year as determined by the Board. Any realized capital losses, to the extent not offset by realized capital gains, will be carried forward.
Any dividends declared by a fund in October, November or
December and paid the following January are treated, for tax purposes, as if they were received by shareholders on December 31 of the year in which they were declared. A fund may adjust its schedule for the reinvestment of distributions for the
month of December to assist in complying with the reporting and minimum distribution requirements of the Internal Revenue Code.
The funds do not expect to realize any long-term capital
gains. However, long-term capital gains distributions are taxable as long-term capital gains, regardless of how long you have held your shares. If you receive a long-term capital gains distribution with respect to fund shares held for six months or
less, any loss on the sale or exchange of those shares shall, to the extent of the long-term capital gains distribution, be treated as a long-term capital loss. Distributions by a fund also may be subject to state, local and foreign taxes and their
treatment under applicable tax laws may differ from the federal income tax treatment. Note that most states grant tax-exempt status to distributions paid to shareholders from earnings received on direct investment on U.S. government securities,
subject to certain restrictions. For example, some states do not extend this exemption to distributions paid to shareholders from earnings on certain U.S. government agencies, such as Freddie Mac and Fannie Mae.
Under the Regulated Investment Company Modernization Act of
2010, net capital losses incurred by a fund in taxable years beginning after the effective enactment date, December 22, 2010, will not expire. However, such losses must be utilized prior to the losses incurred in the years preceding enactment. As a
result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. In addition, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term losses
rather than short-term as under previous law.
An
additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gains distributions received from a fund and net gains from redemptions or other taxable dispositions of fund shares) of U.S.
individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold
amount.
A fund may engage in techniques that may alter
the timing and character of its income. A fund may be restricted in its use of these techniques by rules relating to its qualification as a regulated investment company.
Because the taxable portion of a fund’s investment
income consists primarily of interest, none of its dividends are expected to qualify under the Internal Revenue Code for the dividends received deduction for corporations or as qualified dividend income eligible for reduced tax rates for
individuals.
Although not generally expected, the
redemption or exchange of the shares of a fund may result in capital gain or loss to the shareholders. Generally, unless a shareholder chooses to adopt a simplified “NAV method” of accounting (described below), if a shareholder holds the
shares as a capital asset, any gain or loss will be long-term gain or loss if the shares have been held for more than one year. Capital gains of corporate shareholders are subject to regular corporate tax rates. For non-corporate taxpayers, gain on
the sale of shares held for more than one year will generally be taxed at the rate applicable to long-term capital gains, while gain on the sale of shares held for one year or less will generally be taxed at ordinary income rates. However, if a
shareholder elects to adopt the simplified “NAV method” of accounting, rather than compute gain or loss on every taxable sale or other disposition of shares of a fund as described above, a shareholder would determine gain or loss based
on the change in the aggregate value of fund shares during a computation period (such as the shareholder’s taxable year), reduced by the
shareholder’s net investment (i.e., purchases minus sales) in those
fund shares during the computation period. Under the simplified “NAV method,” any resulting capital gain or loss would be reportable on a net basis and would generally be treated as a short-term capital gain or loss.
Each fund will be required in certain cases to withhold at the
applicable withholding rate and remit to the U.S. Treasury, the withheld amount of taxable dividends paid to any shareholder who (1) fails to provide a correct taxpayer identification number certified under penalty of perjury; (2) is subject to
withholding by the Internal Revenue Service for failure to properly report all payments of interest or dividends; (3) fails to provide a certified statement that he or she is not subject to “backup withholding;” or (4) fails to provide a
certified statement that he or she is a U.S. person (including a U.S. resident alien). Backup withholding is not an additional tax and any amounts withheld may be credited against the shareholder’s ultimate U.S. tax liability.
Foreign shareholders (i.e., nonresident alien individuals and
foreign corporations, partnerships, trusts and estates) are generally subject to U.S. withholding tax at the rate of 30% (or a lower tax treaty rate) on taxable distributions derived from net investment income and short-term capital gains; provided,
however, that U.S. source interest related dividends and short-term capital gain dividends generally are not subject to U.S. withholding tax if a fund elects to make reports with respect to such dividends. Distributions to foreign shareholders of
such short-term capital gain dividends and of long-term capital gains, and any gains from the sale or other disposition of shares of the funds, generally are not subject to U.S. taxation, unless the recipient is an individual who either (1) meets
the Internal Revenue Code’s definition of “resident alien” or (2) who is physically present in the U.S. for 183 days or more per year as determined under certain IRS rules. Different tax consequences may result if the foreign
shareholder is engaged in a trade or business within the United States. In addition, the tax consequences to a foreign shareholder entitled to claim the benefits of a tax treaty may be different than those described above. Foreign shareholders may
also be subject to U.S. estate taxes with respect to shares in a fund.
The funds are required to withhold U.S. tax (at a 30% rate) on
payments of taxable dividends made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign
investment accounts. Shareholders may be requested to provide additional information to the funds to enable the funds to determine whether withholding is required.
Appendix – Ratings Of Investment Securities
From time to time, a fund may report the percentage of its
assets that fall into the rating categories set forth below, as defined by the ratings agencies.
MOODY’s INVESTORS SERVICE
Global Long-Term Rating Scale
Aaa:
|
Obligations rated Aaa are
judged to be of the highest quality, subject to the lowest level of credit risk. |
Aa:
|
Obligations rated Aa are
judged to be of high quality and are subject to very low credit risk. |
A:
|
Obligations rated A are
judged to be upper-medium grade and are subject to low credit risk. |
Baa:
|
Obligations rated Baa are
judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. |
Ba:
|
Obligations rated Ba are
judged to be speculative and are subject to substantial credit risk. |
B:
|
Obligations rated B are
considered speculative and are subject to high credit risk. |
Caa:
|
Obligations rated Caa are
judged to be speculative of poor standing and are subject to very high credit risk. |
Ca:
|
Obligations rated Ca are
highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest. |
C:
|
Obligations
rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest. |
Global Short-Term Rating Scale
P-1:
|
Issuers (or supporting
institutions) rated Prime-1 have a superior ability to repay short-term debt obligations. |
P-2:
|
Issuers (or supporting
institutions) rated Prime-2 have a strong ability to repay short-term debt obligations. |
P-3:
|
Issuers
(or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations. |
STANDARD & POOR’S FINANCIAL SERVICES LLC
Long-Term Issue Credit Ratings
AAA:
|
An obligation rated
‘AAA’ has the highest rating assigned by S&P Global Ratings. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong. |
AA:
|
An obligation rated
‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong. |
A:
|
An obligation rated
‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the
obligation is still strong. |
BBB:
|
An obligation rated
‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. |
BB:
|
An obligation rated
‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate
capacity to meet its financial commitment on the obligation. |
B:
|
An obligation rated
‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely
impair the obligor’s capacity or willingness to meet its financial commitment on the obligation. |
CCC:
|
An obligation rated
‘CCC’ is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or
economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation. |
CC:
|
An obligation rated
‘CC’ is currently highly vulnerable to nonpayment. The ‘CC’ rating is used when a default has not yet occurred, but S&P Global Ratings expects default to be a virtual certainty, regardless of the anticipated time to
default. |
C:
|
An obligation rated
‘C’ is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared to obligations that are rated higher. |
D:
|
An
obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless S&P Global
Ratings believes that such |
|
payments will be made within
five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of similar action
and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation’s rating is lowered to ‘D’ if it is subject to a distressed exchange offer. |
Short-Term Issue Credit Ratings
A-1:
|
A short-term obligation rated
‘A-1’ is rated in the highest category by S&P Global Ratings. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+).
This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong. |
A-2:
|
A short-term obligation rated
‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the
obligation is satisfactory. |
A-3:
|
A
short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on
the obligation. |
FITCH,
INC.
Long-Term Ratings Scales
AAA:
|
‘AAA’ ratings
denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events. |
AA:
|
‘AA’ ratings
denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events. |
A:
|
‘A’ ratings
denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
|
BBB:
|
‘BBB’ ratings
indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity. |
BB:
|
‘BB’ ratings
indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial commitments.
|
B:
|
‘B’ ratings
indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.
|
CCC:
|
Default is a real
possibility. |
CC:
|
Default of some kind appears
probable. |
C:
|
A default
or default-like process has begun, or the issuer is in standstill, or for a closed funding vehicle, payment capacity is irrevocably impaired. Conditions that are indicative of a ‘C’ category rating for an issuer include:
|
a.
|
the issuer has entered into
a grace or cure period following non-payment of a material financial obligation; |
b.
|
the issuer has entered into
a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; |
c.
|
the formal announcement by
the issuer or their agent of a distressed debt exchange; |
d.
|
a closed
financing vehicle where payment capacity is irrevocably impaired such that it is not expected to pay interest and/or principal in full during the life of the transaction, but where no payment default is imminent. |
RD:
|
‘RD’ ratings
indicate an issuer that in Fitch’s opinion has experienced: |
a.
|
an uncured payment default
or distressed debt exchange on a bond, loan or other material financial obligation, but |
b.
|
has not entered into
bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and |
c.
|
has not
otherwise ceased operating. |
This would include:
i.
|
the selective payment
default on a specific class or currency of debt; |
ii.
|
the
uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation; |
iii.
|
the extension of multiple
waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; |
iv.
|
ordinary
execution of a distressed debt exchange on one or more material financial obligations. |
D:
|
‘D’ ratings
indicate an issuer that in Fitch Ratings’ opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, or which has otherwise ceased business. |
Short-Term Ratings
F1:
|
Indicates the strongest
intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature. |
F2:
|
Good intrinsic capacity for
timely payment of financial commitments. |
F3:
|
The
intrinsic capacity for timely payment of financial commitments is adequate. |
DBRS
Long Term Obligations Scale
AAA:
|
Highest credit quality. The
capacity for the payment of financial obligations is exceptionally high and unlikely to be adversely affected by future events. |
AA:
|
Superior credit quality. The
capacity for the payment of financial obligations is considered high. Credit quality differs from AAA only to a small degree. Unlikely to be significantly vulnerable to future events. |
A:
|
Good credit quality. The
capacity for the payment of financial obligations is substantial, but of lesser credit quality than AA. May be vulnerable to future events, but qualifying negative factors are considered manageable. |
BBB:
|
Adequate credit quality. The
capacity for the payment of financial obligations is considered acceptable. May be vulnerable to future events. |
BB:
|
Speculative, non-investment
grade credit quality. The capacity for the payment of financial obligations is uncertain. Vulnerable to future events. |
B:
|
Highly speculative credit
quality. There is a high level of uncertainty as to the capacity to meet financial obligations. |
CCC/CC/C:
|
Very highly speculative
credit quality. In danger of defaulting on financial obligations. There is little difference between these three categories, although CC and C ratings are normally applied to obligations that are seen as highly likely to default, or subordinated to
obligations rated in the CCC to B range. Obligations in respect of which default has not technically taken place but is considered inevitable may be rated in the C category. |
D:
|
When the
issuer has filed under any applicable bankruptcy, insolvency or winding up statute or there is a failure to satisfy an obligation after the exhaustion of grace periods, a downgrade to D may occur. DBRS may also use SD (Selective Default) in cases
where only some securities are impacted, such as the case of a “distressed exchange”. See Default Definition for more information. |
Commercial Paper and Short-Term Debt Rating Scale
R-1
(high): |
Highest credit quality. The
capacity for the payment of short-term financial obligations as they fall due is exceptionally high. Unlikely to be adversely affected by future events. |
R-1
(middle): |
Superior credit quality. The
capacity for the payment of short-term financial obligations as they fall due is very high. Differs from R-1 (high) by a relatively modest degree. Unlikely to be significantly vulnerable to future events. |
R-1 (low):
|
Good credit quality. The
capacity for the payment of short-term financial obligations as they fall due is substantial. Overall strength is not as favorable as higher rating categories. May be vulnerable to future events, but qualifying negative factors are considered
manageable. |
R-2
(high): |
Upper end of adequate credit
quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events. |
R-2
(middle): |
Adequate credit quality. The
capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events or may be exposed to other factors that could reduce credit quality. |
R-2 (low):
|
Lower end of adequate credit
quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events. A number of challenges are present that could affect the issuer’s ability to meet such obligations.
|
R-3:
|
Lowest
end of adequate credit quality. There is a capacity for the payment of short-term financial obligations as they fall due. May be vulnerable to future events and the certainty of meeting such obligations could be impacted by a variety of
developments. |
appendix – proxy voting policy
The Charles Schwab Family of Funds
Schwab
Investments
Schwab Capital Trust
Schwab Annuity Portfolios
Laudus Trust
Schwab Strategic Trust
PROXY VOTING POLICY
AS OF MARCH, 2020
The Boards of Trustees (the
“Board”) of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, and Schwab Annuity Portfolios (“Schwab Funds”), Laudus Trust (“Laudus Funds”) and Schwab Strategic Trust (“Schwab
ETFs”; collectively with Schwab Funds and Laudus Funds, the “Funds”) have delegated to the Funds’ investment adviser, Charles Schwab Investment Management, Inc. (“CSIM”), the responsibility to vote proxies
relating to the Funds’ portfolio securities pursuant to CSIM’s Proxy Voting Policy (“CSIM Proxy Policy”). On an annual basis, CSIM will report to the Board on any changes to the CSIM Proxy Policy and on the implementation of
the CSIM Proxy Policy.
Charles Schwab Investment Management, Inc.
PROXY VOTING POLICY
AS OF MARCH, 2020
Charles Schwab
Investment Management, Inc. (“CSIM”), as an investment adviser, is responsible for voting proxies with respect to the securities held in accounts of investment companies and other clients that have delegated the authority to vote proxies
to CSIM. CSIM’s Proxy Committee exercises and documents CSIM’s responsibility with regard to voting of client proxies, including the review and approval of the Proxy Voting Policy (the “Proxy Policy”). The Proxy Committee is
composed of CSIM personnel, including representatives from the Fund Administration, Portfolio Management, and Investment Research and Oversight departments, with input from other relevant departments. CSIM’s Investment Stewardship Team has the
primary responsibility to oversee that voting is carried out consistent with the Proxy Policy. The Investment Stewardship Team also conducts research into proxy issues and carries out engagement activities with companies. The Proxy Committee
receives reports from the Investment Stewardship Team on these activities.
To assist CSIM in its responsibility for
voting proxies and the overall proxy voting process, CSIM has retained Glass, Lewis & Co., LLC (“Glass Lewis”) as an expert in the proxy voting and corporate governance area. The services provided by Glass Lewis include in-depth
research, global issuer analysis, and voting recommendations as well as vote execution, reporting and record keeping. CSIM has also retained Institutional Shareholder Services Inc. to conduct research on certain topics and may retain additional
experts in the proxy voting and corporate governance area in the future.
The Proxy Committee has the ultimate
responsibility for developing this Proxy Policy to determine how to vote the shares in a manner that seeks to maximize the long-term value of the company. However, portfolio managers to certain fundamentally managed separate account clients maintain
full discretion to vote the shares held by these clients based on their analysis of the economic impact of the ballot items. Therefore, shares for these separate account clients may be voted differently from those voted solely under the guidance of
the Investment Stewardship Team.
As a leading asset
manager, it is CSIM’s responsibility to use its proxy votes to encourage transparency and corporate governance structures that it believes protect or promote shareholder value.
Just as the investors in CSIM’s equity
funds generally have a long-term investment horizon, CSIM takes a long-term, measured approach to investment stewardship. CSIM’s client-first philosophy drives all of its efforts, including its approach to decision making. In the investment
stewardship context, that unfolds through CSIM’s efforts to appropriately manage risk by encouraging transparency and focusing on those corporate governance structures that will help protect or promote shareholder value.
In general, CSIM believes corporate
directors, as the elected representatives of all shareholders, are best positioned to oversee the management of their companies. Accordingly, CSIM typically supports a board of directors’ and management’s recommendations on proxy
matters. However, CSIM does not follow these recommendations when it believes doing so would not be in the best interests of shareholders.
III.
|
PROXY VOTING PRINCIPLES
|
CSIM invests on
behalf of its clients in companies domiciled all over the world. Since corporate governance standards and best practices differ by country and jurisdiction, the market context is taken into account in the analysis of proposals. Furthermore, there
are instances where CSIM may determine that voting is not in the best interests of its clients (typically due to costs or to trading restrictions) and will refrain from submitting votes.
The Proxy Committee reviews Glass
Lewis’ proxy voting guidelines (“Glass Lewis’ Guidelines”) with input from the Investment Stewardship Team and evaluates them in light of the long-term best interests of shareholders. CSIM generally utilizes Glass
Lewis’ Guidelines (which are posted on the Funds’ website) to vote. However, CSIM may create custom voting guidelines where its view does not align with Glass Lewis’ Guidelines. Further, the Proxy Committee may delegate voting
decisions on
particular types of votes to CSIM’s Investment Stewardship Team, and
CSIM’s Investment Stewardship Team may vote differently than Glass Lewis’ Guidelines suggest, to the extent they believe it is in the best interest of a client. Securities held in fundamentally managed separate accounts will generally be
voted on a case-by-case basis by an appropriate portfolio manager for the account.
The following is a summary of CSIM’s
proxy voting principles which are grouped according to types of proposals usually presented to shareholders in proxy statements.
A.
|
DIRECTORS AND AUDITORS
|
As a starting point, CSIM expects the
board to be composed of a majority of independent directors and to be responsive to shareholders. CSIM also expects directors that serve on a company’s nominating, compensation or audit committee to be independent. CSIM believes that diversity
of background, experience and personal characteristics meaningfully contribute to a board’s ability to make effective decisions on behalf of shareholders.
Factors that may result in a vote against
one or more directors:
•
|
The board is not majority
independent |
•
|
The board
does not have any female directors and has not provided a reasonable explanation for its lack of gender diversity |
•
|
Non-independent directors
serve on the nominating, compensation or audit committees |
•
|
Director
recently failed to attend at least 75% of meetings or serves on an excessive number of publically traded company boards |
•
|
Directors
approved executive compensation schemes that appear misaligned with shareholders’ interests |
•
|
Director
recently acted in a manner inconsistent with these Proxy Policies or failed to be responsive to concerns of shareholders |
CSIM typically supports the ratification
of auditors unless CSIM believes that the auditors’ independence may have been compromised.
Factors that may result in a vote against
the ratification of auditors:
•
|
Audit-related fees are less
than half of the total fees paid by the company to the audit firm |
•
|
A recent material restatement
of annual financial statements |
•
|
A pattern
of inaccurate audits or other behavior that may call into question an auditor’s effectiveness |
CSIM generally defers to
management’s recommendation for classified board proposals unless CSIM has particular concerns regarding the board’s accountability or responsiveness to shareholders.
Factors that may result in a vote
supporting a shareholder proposal to de-classify a board:
•
|
The
company did not implement a shareholder proposal that was passed by shareholders at two previous shareholder meetings |
•
|
The
company nominated directors for election that did not receive a majority of shareholder support at the previous shareholder meeting |
•
|
The company had material
financial statement restatements |
•
|
The
company’s board adopted a Shareholder Rights Plan (a defensive tactic used by a company’s board to fight a hostile takeover, commonly referred to as a Poison Pill) during the past year and did not submit it to shareholders for approval
|
CSIM generally supports majority voting
proposals when they call for plurality voting standards in contested elections.
CSIM typically supports the concept of
voting rights being proportional to shareholders’ economic stake in the company. Therefore, CSIM will generally not support cumulative voting proposals unless the company has a controlling shareholder or shareholder group and has plurality
voting standards.
CSIM typically does not support proxy
access proposals unless CSIM has particular concerns regarding the board’s accountability or responsiveness to shareholders.
Factors that may result in a vote
supporting proxy access:
•
|
The
company did not implement a shareholder proposal that was passed by shareholders at two previous shareholder meetings |
•
|
The
company nominated directors for election that did not receive a majority of shareholder support at the previous shareholder meeting |
•
|
The company had material
financial statement restatements |
•
|
The
company’s board adopted a Shareholder Rights Plan during the past year and did not submit it to shareholders for approval |
CSIM believes that the board is typically
best positioned to determine its leadership structure. Therefore, CSIM will typically not support proposals requiring an independent chair unless CSIM has concerns regarding the board’s accountability or responsiveness to shareholders.
Factors that may result in a vote
supporting a shareholder proposal requiring an independent chair:
•
|
The
company did not implement a shareholder proposal that was passed by shareholders at two previous shareholder meetings |
•
|
The
company nominated directors for election that did not receive a majority of shareholder support at the previous shareholder meeting |
•
|
The company had material
financial statement restatements |
•
|
The
company’s board adopted a Shareholder Rights Plan during the past year and did not submit it to shareholders for approval |
i.
|
Advisory Vote on Executive Compensation and Frequency |
CSIM generally supports advisory votes on
executive compensation (which are proposed by management and are known as “Say-On-Pay”) when the compensation scheme appears aligned with shareholder economic interests and lacks problematic features.
Factors that may result in a vote against
a company’s Say-On-Pay proposal:
•
|
Executive
compensation is out of line with industry peers considering the company’s performance over time |
•
|
Executive
compensation plan includes significant guaranteed bonuses or has a low amount of compensation at risk |
•
|
Executive
compensation plan offers excessive perquisites, tax-gross up provisions, or golden parachutes |
CSIM typically supports annual advisory
votes on executive compensation.
ii.
|
Equity Compensation Plans |
CSIM generally supports stock-based
compensation plans when they do not overly dilute shareholders by providing participants with excessive awards and lack problematic features.
Factors that may result in a vote against
Equity Compensation Plans:
•
|
Plan’s total potential
dilution appears excessive |
•
|
Plan’s burn rate
appears excessive compared to industry peers |
•
|
Plan allows for the
re-pricing of options without shareholder approval |
•
|
Plan has
an evergreen feature |
iii.
|
Employee Stock Purchase Plans |
CSIM supports the concept of broad
employee participation in a company’s equity. Therefore, CSIM typically supports employee stock purchase plans when the shares can be purchased at 85% or more of the shares’ market value.
iv.
|
Re-price/Exchange Option Plans |
CSIM generally only supports
management’s proposals to re-price options when the plan excludes senior management and directors, does not excessively dilute shareholders, and the company has not significantly underperformed its industry peers over time.
i.
|
Shareholder Rights Plans |
Shareholder Rights Plans constrain a
potential acquirer’s ability to buy shares in a company above a certain threshold without the approval of the company’s board of directors. While such a plan may help a company in achieving a higher bid, it may also entrench the
incumbent management and board. CSIM believes that shareholders should have the right to approve a Shareholder Rights Plan within a year of its adoption. CSIM generally votes against such plans if they do not have safeguards to protect shareholder
interests.
Factors that may result
in a vote against a Shareholder Rights Plan proposal:
•
|
Plan does not expire in a
relatively short time horizon |
•
|
Plan does
not have a well-crafted permitted bid or qualified offer feature that mandates shareholder votes in certain situations |
•
|
Plan automatically renews
without shareholder approval |
•
|
Company’s
corporate governance profile |
ii.
|
Right to Call Special Meeting |
CSIM generally votes against shareholder
proposals asking for shareholders to be given the right to call a special meeting unless the threshold to call a special meeting is 25% or more of shares outstanding to avoid wasting corporate resources.
iii.
|
Right to Act by Written Consent |
CSIM generally votes against shareholder
proposals asking for shareholders to be given the right to act by written consent if the company already offers shareholders the right to call special meetings. CSIM expects appropriate mechanisms for implementation.
CSIM generally supports the concept of
simple majority standards to pass proposals.
E.
|
CAPITAL STRUCTURE, MERGERS
AND ACQUISITIONS |
i.
|
Increase in Authorized Common Shares |
CSIM typically supports proposals to
increase the authorized shares unless the company does not sufficiently justify the need for the use of the proposed shares.
CSIM generally supports proposals to
create a class of preferred shares with specific voting, dividend, conversion and other rights.
iii.
|
Mergers and Acquisitions |
CSIM generally supports transactions that
appear to maximize shareholder value. In assessing the proposals, CSIM considers the proposed transaction’s strategic rationale, the offer premium, the board’s oversight of the sales process, and other pertinent factors.
F.
|
ENVIRONMENTAL AND SOCIAL
PROPOSALS |
|
Environmental
and social shareholder proposals typically request companies to either change their business practices or enhance their disclosures. CSIM believes that, in most instances, the board is best positioned to determine a company’s strategy and
manage its operations, and generally does not support shareholder proposals seeking a change in business practices. CSIM generally evaluates shareholder proposals seeking additional disclosures on relevant environmental and social issues based on a
company’s current level of reporting, peer disclosures and the existence of controversies or litigation related to the issue. |
i.
|
Political Contribution Proposals |
CSIM expects the board of directors to
have an oversight process for political contributions and lobbying proposals. CSIM generally votes against political contribution shareholder proposals unless there is no evidence of board oversight.
A.
|
CONFLICTS OF INTERESTS
|
|
CSIM maintains the following
practices that seek to prevent undue influence on its proxy voting activity. Such influence might arise from any relationship between the company holding the proxy (or any shareholder or board member of the company) and CSIM, CSIM’s
affiliates, a Fund or a Fund affiliate, or a CSIM employee. |
|
With respect to proxies of
an underlying affiliated Fund, the Proxy Committee will vote such proxies in the same proportion as the vote of all other shareholders of such Fund (i.e., “echo vote”), unless otherwise required by law. When required by law or applicable
exemptive order, the Proxy Committee will also “echo vote” proxies of an unaffiliated mutual fund or exchange traded fund. For example, certain exemptive orders issued to the Funds by the Securities and Exchange Commission and Section
12(d)(1)(F) of the Investment Company Act of 1940, as amended, require the Funds, under certain circumstances, to “echo vote” proxies of registered investment companies that serve as underlying investments of the Funds. |
|
In addition, with respect to
holdings of The Charles Schwab Corporation (“CSC”) (ticker symbol: SCHW), the Proxy Committee will vote such proxies in the same proportion as the vote of all other shareholders of CSC (i.e., “echo vote”), unless otherwise
required by law. |
|
Where the
Proxy Committee has delegated an item to the Investment Stewardship Team or a portfolio manager of a fundamentally managed separate account, CSIM has taken certain steps to mitigate perceived or potential conflicts of interest, including, but not
limited to, the following: |
•
|
maintaining a
reporting structure that separates employees with voting authority from those with sales or business relationship authority; |
•
|
reporting
of potential conflicts to the Proxy Committee to review the conflict and provide final vote determination; |
•
|
defaulting to
the standard CSIM Proxy Voting Guidelines. |
In all other cases, 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 which are set each year based on
governance criteria and not influenced by any individual issuer or ballot item.
B.
|
FOREIGN
SECURITIES/SHAREBLOCKING |
CSIM has arrangements with Glass Lewis for
the execution of proxy votes. However, voting proxies with respect to shares of foreign securities may involve significantly greater effort and corresponding cost than voting proxies with respect to domestic securities due to the variety of
regulatory schemes and corporate practices in foreign countries with respect to proxy voting. Problems voting foreign proxies may include the following:
•
|
proxy statements and ballots
written in a foreign language; |
•
|
untimely and/or inadequate
notice of shareholder meetings; |
•
|
restrictions of
foreigner’s ability to exercise votes; |
•
|
requirements to vote proxies
in person; |
•
|
requirements
to provide local agents with power of attorney to facilitate CSIM’s voting instructions. |
In consideration of the foregoing issues,
Glass Lewis uses its best efforts to vote foreign proxies. As part of its ongoing oversight, the Proxy Committee will monitor the voting of foreign proxies to determine whether all reasonable steps are taken to vote foreign proxies. If the Proxy
Committee determines that the cost associated with the attempt to vote outweighs the potential benefits clients may derive from voting, the Proxy Committee may decide not to attempt to vote. In addition, certain foreign countries impose restrictions
on the sale of securities for a period of time before and/or after the shareholder meeting. To avoid these trading restrictions, the Proxy Committee instructs Glass Lewis not to vote such foreign proxies (share-blocking).
Certain of the
Funds enter into securities lending arrangements with lending agents to generate additional revenue for their portfolios. In securities lending arrangements, any voting rights that accompany the loaned securities generally pass to the borrower of
the securities, but the lender retains the right to recall a security and may then exercise the security’s voting rights. In order to vote the proxies of securities out on loan, the securities must be recalled prior to the established record
date. CSIM will use its best efforts to recall a Fund’s securities on loan where deemed appropriate and in the best interest of shareholders.
D.
|
SUB-ADVISORY RELATIONSHIPS
|
Where CSIM has
delegated day-to-day investment management responsibilities to an investment sub-adviser, CSIM may (but generally does not) delegate proxy voting responsibility to such investment sub-adviser. Each sub-adviser to whom proxy voting responsibility has
been delegated will be required to review all proxy solicitation material and to exercise the voting rights associated with the securities it has been allocated in the best interest of each investment company and its shareholders, or other client.
Prior to delegating the proxy voting responsibility, CSIM will review each sub-adviser’s proxy voting policy to determine whether it believes that each sub-adviser’s proxy voting policy is generally consistent with the maximization of
the value of CSIM’s clients’ investments by protecting the long-term best interest of shareholders.
E.
|
REPORTING AND RECORD
RETENTION |
CSIM
will maintain, or cause Glass Lewis to maintain, records that identify the manner in which proxies have been voted (or not voted) on behalf of CSIM clients. CSIM will comply with all applicable rules and regulations regarding disclosure of its or
its clients’ proxy voting records and procedures.
CSIM will retain all proxy voting materials
and supporting documentation as required under the Investment Advisers Act of 1940, as amended.
The Charles Schwab Family of Funds
PEA
No. 117
Part C: Other Information
ITEM
28. |
EXHIBITS.
|
(a)
|
Amended
and Restated Agreement and Declaration of Trust, dated May 9, 1995, is incorporated herein by reference to Exhibit (1) of Post-Effective Amendment No. 33 to Registrant’s Registration Statement on Form N-1A (File No. 811-05954), electronically filed
with the SEC on February 13, 1998 (hereinafter referred to as PEA No. 33). |
(b)
|
Amended
and Restated Bylaws of the Registrant, adopted November 16, 2004, are incorporated herein by reference to Exhibit (b) of Post-Effective Amendment No. 58 to Registrant’s Registration Statement on Form N-1A (File No. 811-05954), electronically filed
with the SEC on April 28, 2005 (hereinafter referred to as PEA No. 58). |
(c)(i)
|
Article
III, Sections 4 and 5; Article IV, Section 1; Article V; Article VI, Section 2; Article VIII, Section 4; and Article IX, Sections 1, 4 and 7 of the Amended and Restated Agreement and Declaration of Trust, dated as of May 9, 1995, are incorporated herein
by reference to Exhibit (1) of PEA No. 33. |
(c)(ii)
|
Article
9 and Article 11 of the Amended and Restated Bylaws, dated as of November 16, 2004, are incorporated herein by reference to Exhibit (b) of PEA No. 58. |
(d)(i)
|
Investment
Advisory and Administration Agreement between Registrant and Charles Schwab Investment Management, Inc. (the Investment Adviser) with respect to Schwab Money Market Fund, Schwab Government Money Fund and Schwab Municipal Money Fund, dated June 1, 2001,
is incorporated herein by reference to Exhibit (d)(i) of Post-Effective Amendment No. 65 to Registrant’s Registration Statement on Form N-1A (File No. 811-05954), electronically filed with the SEC on April 25, 2007 (hereinafter referred to as PEA
No. 65). |
(d)(ii)
|
Amendment,
dated January 1, 2007, to the Investment Advisory and Administration Agreement between Registrant and Investment Adviser with respect to Schwab Money Market Fund, Schwab Government Money Fund and Schwab Municipal Money Fund, dated June 1, 2001, is incorporated
herein by reference to Exhibit (d)(ii) of PEA No. 65. |
(d)(iii)
|
Amendment,
dated June 5, 2007, to the Investment Advisory and Administration Agreement between Registrant and Investment Adviser with respect to Schwab Money Market Fund, Schwab Government Money Fund and Schwab Municipal Money Fund, dated June 1, 2001, is incorporated
herein by reference to Exhibit (d)(iii) of Post-Effective Amendment No. 80 to Registrant’s Registration Statement on Form N-1A (File No. 811-05954), electronically filed with the SEC on April 6, 2012. |
(d)(iv)
|
Investment
Advisory and Administration Agreement between Registrant and the Investment Adviser, with respect to the funds listed on Schedule A thereto, as amended, dated June 15, 1994, is incorporated herein by reference to Exhibit (5)(d) of Post-Effective Amendment
No. 27 to Registrant’s Registration Statement on Form N-1A (File No. 811-05954), electronically filed with the SEC on April 30, 1997. |
(d)(v)
|
Schedule
A, dated as of May 16, 2016, to the Investment Advisory and Administration Agreement between Registrant and the Investment Adviser, dated June 15, 1994, is incorporated herein by reference to Exhibit (d)(v) of Post-Effective Amendment No. 103 to Registrant’s
Registration Statement on Form N-1A (File No. 811-05954), electronically filed with the SEC on May 16, 2016 (hereinafter referred to as PEA No. 103). |
(d)(vi)
|
Schedule
B, to the Investment Advisory and Administration Agreement between Registrant and the Investment Adviser, dated June 15, 1994, is incorporated herein by reference to Exhibit (d)(v) of PEA No. 65. |
(d)(vii)
|
Schedule
C, to the Investment Advisory and Administration Agreement between Registrant and the Investment Adviser, dated June 15, 1994, is incorporated herein by reference to Exhibit (d)(vi) of PEA No. 65. |
(d)(viii)
|
Schedule
D, dated as of May 16, 2016, to the Investment Advisory and Administration Agreement between Registrant and the Investment Adviser, dated June 15, 1994, is incorporated herein by reference to Exhibit (d)(viii) of PEA No. 103. |
(d)(ix)
|
Letter
of Agreement between Registrant, the Investment Adviser and Charles Schwab & Co., Inc. (Schwab), dated May 16, 2016, is incorporated herein by reference to Exhibit (d)(ix) of PEA No. 103. |
(d)(x)
|
Expense
Limitation Agreement, on behalf of the Funds listed on Schedule A, between the Investment Adviser, Schwab and Registrant, dated as of May 2, 2007, is incorporated herein by reference to Exhibit (d)(xii) of Post-Effective Amendment No. 66 to Registrant’s
Registration Statement on Form N-1A (File No. 811-05954), electronically filed with the SEC on July 18, 2007. |
(d)(xi)
|
Amended
Schedule A, dated April 28, 2020, to the Expense Limitation Agreement between the Investment Adviser, Schwab and Registrant, dated May 2, 2007, is incorporated herein by reference to Exhibit (d)(xi) of Post-Effective Amendment No. 115 to Registrant’s
Registration Statement on Form N-1A (File No. 811-05954), electronically filed with the SEC on April 28, 2020 (hereinafter referred to as PEA No. 115). |
(e)(i)
|
Second
Amended and Restated Distribution Agreement between Registrant and Schwab, dated December 11, 2015, is incorporated herein by reference to Exhibit (e)(i) of Post-Effective Amendment No. 97 to Registrant’s Registration Statement on Form N-1A (File
No. 811-05954), electronically filed with the SEC on January 20, 2016 (hereinafter referred to as PEA No. 97). |
(e)(ii)
|
Amended
Schedule A, dated May 16, 2016, to the Distribution Agreement between Registrant and Schwab, dated July 1, 2009, is incorporated herein by reference to Exhibit (e)(ii) of PEA No. 103. |
(f)
|
Inapplicable.
|
ITEM
28. |
EXHIBITS.
|
(g)(i)
|
Amended
and Restated Master Custodian Agreement between Registrant and State Street Bank and Trust Company, dated October 17, 2005, is incorporated herein by reference to Exhibit (g)(ii) of Post-Effective Amendment No. 59 to Registrant’s Registration Statement
on Form N-1A (File No. 811-05954), electronically filed with the SEC on April 28, 2006 (hereinafter referred to as PEA No. 59). |
(g)(ii)
|
Amended
Appendix A and Appendix B, dated June 28, 2020, to the Amended and Restated Master Custodian Agreement between Registrant and State Street Bank and Trust Company, dated October 17, 2005, is filed herein as Exhibit (g)(ii). |
(h)(i)
|
Transfer
Agency and Service Agreement between Registrant and Boston Financial Data Services, Inc. (n/k/a DST Asset Manager Solutions, Inc.), dated July 1, 2009, is incorporated herein by reference to Exhibit (h)(i) of Post-Effective Amendment No. 73 to Registrant’s
Registration Statement on Form N-1A (File No. 811-05954), electronically filed with the SEC on February 4, 2010. |
(h)(ii)
|
Amended
Schedule A, dated June 28, 2020, to the Transfer Agency and Service Agreement between Registrant and Boston Financial Data Services, Inc. (n/k/a DST Asset Manager Solutions, Inc.), dated July 1, 2009, is filed herein as Exhibit (h)(ii).
|
(h)(iii)
|
Amended
and Restated Shareholder Servicing and Sweep Administration Plan, dated April 10, 2019, is incorporated herein by reference to Exhibit (h)(iii) of Post-Effective Amendment No. 112 to Registrant’s Registration Statement on Form N-1A (File No. 811-05954),
electronically filed with the SEC on April 26, 2019 (hereinafter referred to as PEA No. 112). |
(h)(iii)(a)
|
Amended
Schedule A, dated April 28, 2020, to the Amended and Restated Shareholder Servicing and Sweep Administration Plan, dated April 10, 2019, is incorporated herein by reference to Exhibit (h)(iii)(a) of PEA No. 115. |
(h)(iv)
|
Master
Fund Accounting and Services Agreement between Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated herein by reference to Exhibit (g)(ix) of PEA No. 59. |
(h)(v)
|
Amendment,
dated June 28, 2020, to Appendix A and Appendix B of the Master Fund Accounting and Services Agreement between Registrant and State Street Bank and Trust Company, dated October 1, 2005, is filed herein as Exhibit (h)(v). |
(i)
|
Opinion
and Consent of Counsel to be filed by amendment. |
(j)(i)
|
Consent of
PricewaterhouseCoopers LLP to be filed by amendment. |
(j)(ii)
|
Power
of Attorney executed by Walter W. Bettinger II, dated January 1, 2016, is incorporated herein by reference to Exhibit (j)(ii) of Post-Effective Amendment No. 95 to Registrant’s Registration Statement on Form N-1A (File No. 811-05954), electronically
filed with the SEC on January 12, 2016 (hereinafter referred to as PEA No. 95). |
(j)(iii)
|
Power
of Attorney executed by Jonathan de St. Paer, dated April 1, 2019, is incorporated herein by reference to Exhibit (j)(iii) of PEA No. 112. |
(j)(iv)
|
Power
of Attorney executed by Joseph R. Martinetto, dated January 1, 2016, is incorporated herein by reference to Exhibit (j)(iv) of PEA No. 95. |
(j)(v)
|
Power
of Attorney executed by Robert W. Burns, dated January 1, 2016, is incorporated herein by reference to Exhibit (j)(v) of PEA No. 95. |
(j)(vi)
|
Power
of Attorney executed by John F. Cogan, dated January 1, 2016, is incorporated herein by reference to Exhibit (j)(vi) of PEA No. 95. |
(j)(vii)
|
Power
of Attorney executed by Stephen Timothy Kochis, dated January 1, 2016, is incorporated herein by reference to Exhibit (j)(vii) of PEA No. 95. |
(j)(viii)
|
Power
of Attorney executed by David L. Mahoney, dated January 1, 2016, is incorporated herein by reference to Exhibit (j)(viii) of PEA No. 95. |
(j)(ix)
|
Power
of Attorney executed by Kiran M. Patel, dated January 1, 2016, is incorporated herein by reference to Exhibit (j)(ix) of PEA No. 97. |
(j)(x)
|
Power
of Attorney executed by Kimberly S. Patmore, dated January 1, 2016, is incorporated herein by reference to Exhibit (j)(x) of PEA No. 95. |
(j)(xi)
|
Power
of Attorney executed by Nancy F. Heller, dated June 1, 2018, is incorporated herein by reference to Exhibit (j)(xi) of PEA No. 112. |
(j)(xii)
|
Power
of Attorney executed by Gerald B. Smith, dated January 1, 2016, is incorporated herein by reference to Exhibit (j)(xii) of PEA No. 95. |
(j)(xiii)
|
Power
of Attorney executed by Jane P. Moncreiff, dated January 28, 2019, is incorporated herein by reference to Exhibit (j)(xiii) of PEA No. 112. |
(j)(xiv)
|
Power
of Attorney executed by Mark D. Fischer, dated January 1, 2016, is incorporated herein by reference to Exhibit (j)(xiv) of PEA No. 95. |
(j)(xv)
|
Registrant,
Certified Resolution regarding Powers of Attorney, dated June 10, 2020, is filed herein as Exhibit (j)(xv). |
(k)
|
Inapplicable.
|
(l)
|
Inapplicable.
|
Item 29.
|
Persons Controlled By Or
Under Common Control With Registrant. |
The Board of Trustees of the Registrant is identical to the
boards of trustees of Schwab Strategic Trust, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust. Each such trust has Charles Schwab Investment Management, Inc. as its investment adviser. In addition, the officers
of the Registrant are also identical to those of each such other trust, with the exception of the Chief Legal Officer and Secretary/Clerk. As a result, the above-named trusts may be deemed to be under common control with the Registrant. Nonetheless,
the Registrant takes the position that it is not under common control with such other trusts because the power residing in the respective trusts’ boards and officers arises as a result of an official position with each such trust.
Item 30.
|
Indemnification.
|
Article VIII of Registrant’s
Amended and Restated Agreement and Declaration of Trust (Exhibit (a) hereto, which is incorporated by reference) provides in effect that Registrant will indemnify its officers and trustees against all liabilities and expenses, including but not
limited to amounts paid in satisfaction of judgments, in compromise, or as fines and penalties, and counsel fees reasonably incurred by any such officer or trustee in connection with the defense or disposition of any action, suit, or other
proceeding. However, in accordance with Section 17(h) and 17(i) of the 1940 Act and its own terms, said Amended and Restated Agreement and Declaration of Trust does not protect any person against any liability to Registrant or its shareholders to
which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. In any event, Registrant will comply with 1940 Act Releases
Nos. 7221 and 11330 respecting the permissible boundaries of indemnification by an investment company of its officers and trustees.
Insofar as indemnification for liability arising under the
Securities Act of 1933, as amended (the 1933 Act), may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the
securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
Item 31.
|
Business And Other
Connections Of Investment Adviser. |
Registrant’s investment adviser, Charles Schwab
Investment Management, Inc., a Delaware corporation, organized in October 1989 to serve as investment manager to Registrant, also serves as the investment manager to Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab
Strategic Trust and Laudus Trust, each an open-end management investment company. The principal place of business of the investment adviser is 211 Main Street, San Francisco, California 94105. The only business in which the investment adviser
engages is that of investment adviser and administrator to Registrant, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Schwab Strategic Trust, investment adviser to Laudus Trust and any other investment companies that Schwab
may sponsor in the future, and an investment adviser to certain non-investment company clients.
The business, profession, vocation or employment of a
substantial nature in which each director and/or senior or executive officer of the investment adviser is or has been engaged during the past two fiscal years is listed below. The name of any company for which any director and/or senior or executive
officer of the investment adviser serves as director, officer, employee, partner or trustee is also listed below.
Name
and Position with Adviser |
Name
of Other Company |
Capacity
|
Walter
W. Bettinger, II, Director |
The
Charles Schwab Corporation |
Director,
President and Chief Executive Officer |
Charles
Schwab & Co., Inc. |
Director,
President and Chief Executive Officer |
Americano
Acquisition Corp. |
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, SSB |
Director
|
Charles
Schwab Premier Bank, SSB |
Director
|
Charles
Schwab Trust Bank |
Director
|
Schwab
(SIS) Holdings, Inc. I |
President
and Chief Executive Officer |
Schwab
Funds |
Chairman and
Trustee |
Laudus
Funds |
Chairman and
Trustee |
Schwab
ETFs |
Chairman
and Trustee |
Peter
B. Crawford, Director |
The
Charles Schwab Corporation |
Executive
Vice President and Chief Financial Officer |
Charles
Schwab & Co., Inc. |
Director,
Executive Vice President and Chief Financial Officer |
Americano
Acquisition Corp. |
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 |
Richard
A. Wurster, Chief Executive Officer |
The
Charles Schwab Corporation |
Executive
Vice President – Schwab Asset Management Solutions |
Charles
Schwab & Co., Inc. |
Executive
Vice President – Schwab Asset Management Solutions |
Charles
Schwab Investment Advisory, Inc. |
Director,
Chief Executive Officer and President |
Jonathan
de St. Paer, Director and President |
Charles
Schwab & Co., Inc. |
Senior
Vice President |
Schwab
Funds |
Trustee, President
and Chief Executive Officer |
Laudus
Funds |
Trustee, President
and Chief Executive Officer |
Schwab
ETFs |
Trustee, President
and Chief Executive Officer |
Charles
Schwab Worldwide Funds, plc |
Director
|
Charles
Schwab Asset Management (Ireland) Limited |
Director
|
Charles
Schwab Investment Advisory, Inc. |
Senior
Vice President |
Name
and Position with Adviser |
Name
of Other Company |
Capacity
|
Omar
Aguilar, Senior Vice President and Chief Investment Officer |
Schwab
Funds |
Senior
Vice President and Chief Investment Officer – Equities and Multi-Asset Strategies |
Laudus
Funds |
Senior
Vice President and Chief Investment Officer – Equities and Multi-Asset Strategies |
Schwab
ETFs |
Senior
Vice President and Chief Investment Officer – Equities and Multi-Asset Strategies |
Brett
Wander, Senior Vice President and Chief Investment Officer |
Schwab
Funds |
Senior
Vice President and Chief Investment Officer – Fixed Income |
Laudus
Funds |
Senior
Vice President and Chief Investment Officer – Fixed Income |
Schwab
ETFs |
Senior
Vice President and Chief Investment Officer – Fixed Income |
William
P. McMahon, Jr., Senior Vice President and Chief Investment Officer |
None
|
None
|
David
Lekich, Senior Vice President and Chief Counsel |
Charles
Schwab & Co., Inc. |
Senior
Vice President |
Schwab
Funds |
Secretary
and Chief Legal Officer |
Laudus
Funds |
Vice
President and Assistant Clerk |
Schwab
ETFs |
Secretary
and Chief Legal Officer |
Michael
Hogan, Senior Vice President and Chief Compliance Officer |
Schwab
Funds |
Chief
Compliance Officer |
Schwab
ETFs |
Chief
Compliance Officer |
Laudus
Funds |
Chief
Compliance Officer |
Charles
Schwab & Co., Inc. |
Senior
Vice President and Chief Compliance Officer – IIMS Compliance |
Bryan
L. Olson, Senior Vice President and Chief Operating Officer |
Charles
Schwab Investment Advisory, Inc. |
Senior
Vice President and Chief Operating Officer |
Mark
D. Fischer, Vice President and Chief Financial Officer |
Schwab
Funds |
Treasurer
and Chief Financial Officer |
Laudus
Funds |
Treasurer
and Chief Financial Officer |
Schwab
ETFs |
Treasurer
and Chief Financial Officer |
Item 32.
|
Principal Underwriters.
|
(a) Schwab acts as
principal underwriter and distributor of Registrant’s shares. Schwab also acts as principal underwriter for the Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios and may act as such for any other investment company which
Schwab may sponsor in the future.
(b)
Information with respect to Schwab’s directors and officers is as follows:
Name
|
Position
and Offices with the Underwriter |
Position
and Offices with the Registrant |
Walter
W. Bettinger II |
President,
Chief Executive Officer and Director |
Chairman
and Trustee |
Steven
H. Anderson |
Executive
Vice President |
None
|
Catherine
M. Casey |
Executive
Vice President, Human Resources |
None
|
Jason
C. Clague |
Executive
Vice President, Operational Services |
None
|
Bernard
J. Clark |
Executive
Vice President, Advisor Services |
None
|
Jonathan
M. Craig |
Senior
Executive Vice President |
None
|
Peter
B. Crawford |
Executive
Vice President, Chief Financial Officer and Director |
None
|
Catherine
Golladay |
Executive
Vice President, Retirement Plan Services |
None
|
Neesha
K. Hathi |
Executive
Vice President and Chief Digital Officer |
None
|
Name
|
Position
and Offices with the Underwriter |
Position
and Offices with the Registrant |
Timothy
C. Heier |
Executive
Vice President and Chief Technology Officer |
None
|
Dennis
W. Howard |
Executive
Vice President and Chief Information Officer |
None
|
Lisa
Kidd Hunt |
Executive
Vice President, International Services and Business Initiatives |
None
|
Mitch
Mantua |
Executive
Vice President, Internal Audit |
None
|
Joseph
R. Martinetto |
Senior
Executive Vice President, Chief Operating Officer and Director |
Trustee
|
Peter
J. Morgan III |
Executive
Vice President and Corporate Secretary |
None
|
Nigel
J. Murtagh |
Executive
Vice President, Corporate Risk |
None
|
Richard
A. Wurster |
Executive
Vice President, Schwab Asset Management Solutions |
None
|
The principal business address of
all directors and officers of Schwab is 211 Main Street, San Francisco, CA 94105.
(c) None.
Item 33.
|
Location Of Accounts And
Records. |
All accounts, books and other documents
required to be maintained pursuant to Section 31(a) of the 1940 Act, as amended, and the Rules thereunder are maintained at the offices of: Registrant and Registrant’s investment adviser and administrator, Charles Schwab Investment Management,
Inc., 211 Main Street, San Francisco, California 94105; Registrant’s principal underwriter, Charles Schwab & Co., Inc., 211 Main Street, San Francisco, California, 94105; Registrant’s Custodian/Fund Accountant: State Street Bank and
Trust Company, One Lincoln Street, Boston, Massachusetts 02111; and Registrant’s transfer agent, DST Asset Manager Solutions, Inc., 2000 Crown Colony Drive, Quincy, Massachusetts 02169.
Item 34.
|
Management Services.
|
None.
Not applicable.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended, Registrant has duly caused this Post-Effective Amendment No. 117 to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Washington in the District of Columbia, on the 24th day of July, 2020.
THE CHARLES
SCHWAB FAMILY OF FUNDS |
Registrant
|
|
Jonathan
de St. Paer* |
Jonathan
de St. Paer, President and Chief Executive Officer |
Pursuant to the requirements of the 1933
Act, this Post-Effective Amendment No. 117 to Registrant’s Registration Statement on Form N-1A has been signed below by the following persons in the capacities indicated this 24th day of July, 2020.
Signature
|
|
Title
|
Walter
W. Bettinger II* Walter W. Bettinger II |
|
Chairman
and Trustee |
Jonathan
de St. Paer* Jonathan de St. Paer |
|
Trustee,
President and Chief Executive Officer |
Joseph
R. Martinetto* Joseph R. Martinetto |
|
Trustee
|
Robert
W. Burns* Robert W. Burns |
|
Trustee
|
John
F. Cogan* John F. Cogan |
|
Trustee
|
Nancy
F. Heller* Nancy F. Heller |
|
Trustee
|
Stephen
Timothy Kochis* Stephen Timothy Kochis |
|
Trustee
|
David
L. Mahoney* David L. Mahoney |
|
Trustee
|
Jane
P. Moncreiff* Jane P. Moncreiff |
|
Trustee
|
Kiran
M. Patel* Kiran M. Patel |
|
Trustee
|
Kimberly
S. Patmore* Kimberly S. Patmore |
|
Trustee
|
Gerald
B. Smith* Gerald B. Smith |
|
Trustee
|
Mark
D. Fischer* Mark D. Fischer |
|
Treasurer
and Chief Financial Officer |
*By:
|
/s/
Douglas P. Dick Douglas P. Dick, Attorney-in-Fact Pursuant to
Power of Attorney |
June 28, 2020
State Street Bank and Trust Company
100 Summer Street,
Floor 7,
Mailstop SUM0704
Boston, MA 02110
Attention A. Elizabeth Howard, Vice President and Managing Counsel
Re: Schwab Investments
Ladies and Gentlemen:
Reference is made to the Amended and Restated Master Custodian Agreement between us dated as of October 17, 2005, as amended and
supplemented (the Agreement). Pursuant to the Agreement, this letter is to provide notice of the following:
|
○ |
Creation of Schwab High Yield Municipal Bond Fund |
In accordance with Section 18.6 of the Agreement, we request that you act as Custodian with respect to the Schwab High Yield Municipal
Bond Fund. A current Appendix A to the Agreement and Appendix B to the Amendment are attached hereto. In connection with such request, Schwab Investments, on behalf of Schwab High Yield Municipal Bond Fund, hereby confirms to you, as of the date
hereof, the representations and warranties set forth in Section 18.7 of the Agreement.
Please indicate your acceptance of the
foregoing by executing two copies of this letter, returning one to us and retaining one copy for your records.
|
|
|
SCHWAB INVESTMENTS |
|
|
By: |
|
/s/ Jonathan de St Paer |
|
|
Name: Jonathan de St Paer |
|
|
Title: President & Chief Executive Officer |
|
STATE STREET BANK AND TRUST COMPANY |
|
|
By: |
|
/s/ Andrew Erickson |
|
|
Name: Andrew Erickson |
|
|
Title: Executive Vice President |
APPENDIX A
TO THE
AMENDED AND
RESTATED MASTER CUSTODIAN AGREEMENT
As of June 28, 2020
THE CHARLES SCHWAB FAMILY OF FUNDS
Schwab Value
Advantage Money Fund
Schwab Government Money Fund
Schwab
U.S. Treasury Money Fund
Schwab Municipal Money Fund
Schwab
California Municipal Money Fund
Schwab New York Municipal Money Fund
Schwab AMT Tax-Free Money Fund
Schwab Treasury Obligations Money Fund
Schwab Variable Share
Price Money Fund
Schwab Retirement Government Money Fund
SCHWAB INVESTMENTS
Schwab 1000 Index
Fund
Schwab Tax-Free Bond Fund
Schwab California Tax-Free Bond Fund
Schwab Treasury Inflation Protected Securities Fund
Schwab U.S.
Aggregate Bond Index Fund
Schwab Short-Term Bond Index Fund
Schwab High Yield Municipal Bond Fund
SCHWAB CAPITAL TRUST
Schwab Core Equity Fund
Schwab Hedged Equity Fund
Laudus International MarketMasters Fund
Schwab Balanced Fund
Schwab Fundamental US Small Company Index Fund
Schwab
Fundamental US Large Company Index Fund
Schwab Monthly Income Fund - Moderate Payout
Schwab Monthly Income Fund - Enhanced Payout
Schwab Monthly
Income Fund - Maximum Payout
Schwab International Core Equity Fund
Schwab U.S. Large-Cap Value Index Fund
Schwab U.S. Large-Cap Growth Index Fund
Schwab U.S. Mid-Cap Index Fund
SCHWAB ANNUITY PORTFOLIOS
Schwab Government Money Market
Portfolio
SCHWAB STRATEGIC TRUST
Schwab U.S. Broad
Market ETF
Schwab U.S. Large-Cap ETF
Schwab U.S. Large-Cap Growth ETF
Schwab U.S. Large-Cap Value ETF
Schwab U.S. Small-Cap ETF
Schwab International Equity ETF
Schwab International Small-Cap Equity ETF
Schwab Emerging Markets Equity ETF
Schwab U.S.
TIPS ETF
Schwab Short-Term U.S. Treasury ETF
Schwab
Intermediate-Term U.S. Treasury ETF
Schwab U.S. REIT ETF
Schwab U.S. Mid-Cap ETF
Schwab U.S. Aggregate Bond ETF
Schwab U.S. Dividend Equity ETF
Schwab Fundamental U.S. Broad Market Index ETF
Schwab
Fundamental U.S. Large Company Index ETF
Schwab Fundamental U.S. Small Company Index ETF
Schwab Fundamental International Large Company Index ETF
Schwab
Fundamental International Small Company Index ETF
Schwab Fundamental Emerging Markets Large Company Index ETF
Schwab 1000 Index ETF
Schwab
1-5 Year Corporate Bond ETF
Schwab 5-10 Year Corporate Bond ETF
Schwab Long-Term U.S. Treasury ETF
APPENDIX B
TO THE AMENDMENT TO
AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT
As of June 28, 2020
List of Schwab ETFs
SCHWAB STRATEGIC
TRUST
Schwab U.S. Broad Market ETF
Schwab U.S. Large-Cap ETF
Schwab U.S. Large-Cap Growth ETF
Schwab U.S. Large-Cap Value ETF
Schwab U.S. Small-Cap ETF
Schwab International Equity ETF
Schwab International Small-Cap Equity ETF
Schwab Emerging Markets Equity ETF
Schwab U.S. TIPS ETF
Schwab Short-Term U.S.
Treasury ETF
Schwab Intermediate-Term U.S. Treasury ETF
Schwab U.S REIT ETF
Schwab U.S.
Mid-Cap ETF
Schwab U.S. Aggregate Bond ETF
Schwab U.S. Dividend Equity ETF
Schwab Fundamental U.S. Broad
Market Index ETF
Schwab Fundamental U.S. Large Company Index ETF
Schwab Fundamental U.S. Small Company Index ETF
Schwab
Fundamental International Large Company Index ETF
Schwab Fundamental International Small Company Index ETF
Schwab Fundamental Emerging Markets Large Company Index ETF
Schwab 1000 Index ETF
Schwab 1-5 Year Corporate Bond ETF
Schwab 5-10 Year Corporate Bond ETF
Schwab Long-Term U.S. Treasury ETF
Schwab Funds
Schedule A
To
Transfer Agency and Service Agreement
Dated: June 28, 2020
Name of
Trust
State of Organization
The Charles Schwab Family
of
Funds
MA
Schwab AMT Tax-Free Money Fund
Schwab California Municipal Money Fund
Schwab Government Money Fund
Schwab Investor Money Fund
Schwab Municipal Money Fund
Schwab NY Municipal Money Fund
Schwab Retirement Government Money Fund
Schwab Treasury Obligations Money Fund
Schwab U.S. Treasury Money Fund
Schwab Value Advantage Money Fund
Schwab Variable Share Price Money Fund
Schwab
Investments
MA
Schwab 1000 Index Fund
Schwab California Tax-Free Bond Fund
Schwab Global Real Estate Fund
Schwab Short-Term Bond Index Fund
Schwab Tax-Free Bond Fund
Schwab Treasury Inflation Protected Securities Index Fund
Schwab U.S. Aggregate Bond Index Fund
Schwab High Yield Muncipal Bond Fund
Schwab Capital
Trust
MA
Laudus International MarketMasters Fund
Laudus Small-Cap MarketMasters Fund
Schwab Balanced Fund
Schwab Core
Equity Fund
Schwab Dividend Equity Fund
Schwab Fundamental Emerging Markets Large Company Index Fund
Schwab Fundamental Global Real Estate Index Fund
Schwab Capital Trust
(cont.)
MA
Schwab Fundamental International Large Company Index Fund
Schwab Fundamental International Small Company Index Fund
Schwab Fundamental US Large Company Index Fund
Schwab Fundamental US Small Company Index Fund
Schwab Health Care Fund
Schwab
Hedged Equity Fund
Schwab International Core Equity Fund
Schwab International Index Fund
1
Schwab Funds
Schedule A
To
Transfer Agency and Service Agreement
Dated: June 28, 2020
Schwab Large-Cap Growth Fund
Schwab MarketTrack All Equity Portfolio
Schwab MarketTrack Balanced Portfolio
Schwab MarketTrack Conservative Portfolio
Schwab MarketTrack Growth Portfolio
Schwab Monthly Income Fund - Enhanced Payout
Schwab Monthly Income Fund - Maximum Payout
Schwab Monthly Income Fund - Moderate Payout
Schwab S&P 500 Index Fund
Schwab Small-Cap Equity Fund
Schwab Small-Cap Index Fund
Schwab Target 2010 Fund
Schwab
Target 2015 Fund
Schwab Target 2020 Fund
Schwab Target 2025 Fund
Schwab
Target 2030 Fund
Schwab Target 2035 Fund
Schwab Target 2040 Fund
Schwab
Target 2045 Fund
Schwab Target 2050 Fund
Schwab Target 2055 Fund
Schwab
Target 2060 Fund
Schwab Target 2010 Index Fund
Schwab Target 2015 Index Fund
Schwab Target 2020 Index Fund
Schwab Target 2025 Index Fund
Schwab Target 2030 Index Fund
Schwab Target 2035 Index Fund
Schwab Target 2040 Index Fund
Schwab Target 2045 Index Fund
Schwab Target 2050 Index Fund
Schwab Target 2055 Index Fund
Schwab Target 2060 Index Fund
Schwab Total Stock Market Index Fund
Schwab Capital Trust
(cont.)
MA
Schwab U.S. Large-Cap Growth Index Fund
Schwab U.S. Large-Cap Value Index Fund
Schwab U.S. Mid-Cap Index Fund
Schwab Annuity
Portfolios
MA
Schwab Government Money Market Portfolio
Schwab MarketTrack Growth Portfolio II
Schwab S&P 500 Index Portfolio
Schwab VIT Balanced Portfolio
Schwab VIT Balanced with Growth Portfolio
Schwab VIT Growth Portfolio
2
Schwab Funds
Schedule A
To
Transfer Agency and Service Agreement
Dated: June 28, 2020
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CHARLES SCHWAB FAMILY OF FUNDS |
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SCHWAB INVESTMENTS |
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By: /s/ Jonathan de St Paer |
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By: /s/ Jonathan de St Paer |
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Name: Jonathan de St Paer |
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Name: Jonathan de St Paer |
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Title: President & Chief Executive Officer |
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Title: President & Chief Executive Officer |
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SCHWAB CAPITAL TRUST |
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SCHWAB ANNUITY PORTFOLIOS |
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By: /s/ Jonathan de St Paer |
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By: /s/ Jonathan de St Paer |
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Name: Johnathan de St Paer |
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Name:Jonathan de St Paer |
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Title: President & Chief Exeutive Officer |
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Title: President & Chief Executive Officer |
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DST ASSET MANAGER SOLUTIONS, INC. |
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By: /s/ Michael McNeill |
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Name: Michael McNeill |
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Title: Managing Director |
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3
June 28, 2020
State Street Bank and Trust Company
100 Summer Street,
Floor 7,
Mailstop SUM0704
Boston, MA 02110
Attention A. Elizabeth Howard, Vice President and Managing Counsel
Re: Schwab Investments
Ladies and Gentlemen:
Reference is made to the Master Fund Accounting and Services Agreement between us dated as of October 1, 2005, as amended and
supplemented (the Agreement). Pursuant to the Agreement, this letter is to provide notice of the following:
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Creation of Schwab High Yield Municipal Bond Fund |
In accordance with Section 11.6 of the Agreement, we request that you act as Accounting Agent with respect to Schwab High Yield Municipal
Bond Fund. A current Appendix A to the Agreement and Appendix B to the Amendment are attached hereto. In connection with such request, Schwab Investments, on behalf of Schwab High Yield Municipal Bond Fund, hereby confirms to you, as of the date
hereof, the representations and warranties set forth in Section 4(b) of the Agreement.
Please indicate your acceptance of the
foregoing by executing two copies of this letter, returning one to us and retaining one copy for your records.
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SCHWAB INVESTMENTS |
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By: |
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/s/ Jonathan de St
Paer |
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Name: Jonathan de St Paer |
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Title: President & Chief Executive Officer |
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STATE STREET BANK AND TRUST COMPANY |
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By: |
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/s/ Andrew
Erickson |
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Name: Andrew Erickson |
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Title: Executive Vice President |
APPENDIX A
TO
MASTER FUND
ACCOUNTING AND SERVICES AGREEMENT
As of June 28, 2020
MANAGEMENT INVESTMENT COMPANIES AND PORTFOLIOS THEREOF, IF ANY
THE CHARLES SCHWAB FAMILY OF FUNDS
Schwab Value
Advantage Money Fund
Schwab Government Money Fund
Schwab
U.S. Treasury Money Fund
Schwab Municipal Money Fund
Schwab
California Municipal Money Fund
Schwab New York Municipal Money Fund
Schwab AMT Tax-Free Money Fund
Schwab Treasury Obligations Money Fund
Schwab Variable Share
Price Money Fund
Schwab Retirement Government Money Fund
SCHWAB INVESTMENTS
Schwab 1000 Index
Fund
Schwab Tax-Free Bond Fund
Schwab California Tax-Free Bond Fund
Schwab Treasury Inflation Protected Securities Index Fund
Schwab
Global Real Estate Fund
Schwab U.S. Aggregate Bond Index Fund
Schwab Short-Term Bond Index Fund
Schwab High Yield Municipal
Bond Fund
SCHWAB CAPITAL TRUST
Schwab International
Index Fund
Schwab Small-Cap Index Fund
Schwab MarketTrack Growth Portfolio
Schwab MarketTrack Balanced
Portfolio
Schwab MarketTrack Conservative Portfolio
Schwab
MarketTrack All Equity Portfolio
Schwab S&P 500 Index Fund
Schwab Dividend Equity Fund
Schwab Small-Cap Equity Fund
Schwab Large-Cap Growth Fund
Schwab Total Stock Market Index Fund
Schwab Health Care Fund
Schwab Target 2010 Fund
Schwab Target 2015 Fund
Schwab Target 2020 Fund
Schwab Target 2025 Fund
Schwab Target 2030 Fund
Schwab Target 2035 Fund
Schwab Target 2040 Fund
Schwab Target 2045 Fund
Schwab Target 2050 Fund
Schwab Target 2055 Fund
Schwab Target 2060 Fund
Schwab Target 2015 Index Fund
Schwab Target 2020 Index Fund
Schwab Target 2025 Index Fund
Schwab Target 2030 Index Fund
Schwab Target 2035 Index Fund
Schwab Target 2040 Index Fund
Schwab Target 2045 Index Fund
Schwab Target 2050 Index Fund
Schwab Target 2055 Index Fund
Schwab Target 2060 Index Fund
Schwab Core Equity Fund
Schwab Hedged Equity Fund
Laudus International MarketMasters Fund
Schwab Balanced Fund
Schwab Fundamental US Small Company Index Fund
Schwab
Fundamental US Large Company Index Fund
Schwab Fundamental International Large Company Index Fund
Schwab Fundamental Emerging Markets Large Company Index Fund
Schwab Fundamental International Small Company Index Fund
Schwab
Monthly Income Fund - Moderate Payout
Schwab Monthly Income Fund - Enhanced Payout
Schwab Monthly Income Fund - Maximum Payout
Schwab International
Core Equity Fund
Schwab Fundamental Global Real Estate Index Fund
Schwab U.S. Large-Cap Growth Index Fund
Schwab U.S. Large-Cap Value Index Fund
Schwab U.S. Mid-Cap Index Fund
SCHWAB ANNUITY PORTFOLIOS
Schwab Government Money Market
Portfolio
Schwab S&P 500 Index Portfolio
Schwab VIT
Balanced Portfolio
Schwab VIT Balanced with Growth Portfolio
Schwab VIT Growth Portfolio
SCHWAB STRATEGIC TRUST
Schwab U.S. Broad Market ETF
Schwab U.S. Large-Cap ETF
Schwab U.S. Large-Cap Growth ETF
Schwab U.S. Large-Cap Value ETF
Schwab U.S. Small-Cap ETF
Schwab International Equity ETF
Schwab International Small-Cap Equity ETF
Schwab Emerging Markets Equity ETF
Schwab U.S. TIPS ETF
Schwab Short-Term U.S.
Treasury ETF
Schwab Intermediate-Term U.S. Treasury ETF
Schwab U.S. REIT ETF
Schwab U.S.
Mid-Cap ETF
Schwab U.S. Aggregate Bond ETF
Schwab U.S. Dividend Equity ETF
Schwab Fundamental U.S. Broad Market Index ETF
Schwab Fundamental U.S. Large Company Index ETF
Schwab
Fundamental U.S. Small Company Index ETF
Schwab Fundamental International Large Company Index ETF
Schwab Fundamental International Small Company Index ETF
Schwab
Fundamental Emerging Markets Large Company Index ETF
Schwab 1000 Index ETF
Schwab 1-5 Year Corporate Bond ETF
Schwab 5-10 Year Corporate Bond ETF
Schwab Long-Term U.S. Treasury ETF
APPENDIX B
TO MASTER FUND ACCOUNTING AND SERVICES AGREEMENT
As of June 28, 2020
List of Schwab ETFs
SCHWAB STRATEGIC
TRUST
Schwab U.S. Broad Market ETF
Schwab U.S. Large-Cap ETF
Schwab U.S. Large-Cap Growth ETF
Schwab U.S. Large-Cap Value ETF
Schwab U.S. Small-Cap ETF
Schwab International Equity ETF
Schwab International Small-Cap Equity ETF
Schwab Emerging Markets Equity ETF
Schwab U.S. TIPS ETF
Schwab Short-Term U.S.
Treasury ETF
Schwab Intermediate-Term U.S. Treasury ETF
Schwab U.S. REIT ETF
Schwab U.S.
Mid-Cap ETF
Schwab U.S. Aggregate Bond ETF
Schwab U.S. Dividend Equity ETF
Schwab Fundamental U.S. Broad
Market Index ETF
Schwab Fundamental U.S. Large Company Index ETF
Schwab Fundamental U.S. Small Company Index ETF
Schwab
Fundamental International Large Company Index ETF
Schwab Fundamental International Small Company Index ETF
Schwab Fundamental Emerging Markets Large Company Index ETF
Schwab 1000 Index ETF
Schwab
1-5 Year Corporate Bond ETF
Schwab 5-10 Year Corporate Bond ETF
Schwab Long-Term U.S. Treasury ETF
ASSISTANT SECRETARYS/ASSISTANT CLERKS CERTIFICATE
I, Alexandra Riedel, solely in my capacity as Assistant Secretary of The Charles Schwab Family of Funds, Schwab Annuity
Portfolios, Schwab Investments, Schwab Capital Trust, each a Massachusetts business trust; Assistant Secretary of Schwab Strategic Trust, a Delaware statutory trust; and Assistant Clerk of Laudus Trust, a Massachusetts business trust (each a
Trust and collectively, the Trusts), hereby certify on behalf of the Trusts, pursuant to Rule 483(b) under the Securities Act of 1933, that the following resolution was unanimously approved at the meeting of the Board of
Trustees of the Trusts held on June 9, 2020:
RESOLVED, that the Trustees hereby approve and
authorize the use of the Powers of Attorney executed by the Trustees and certain officers of the Trusts appointing David Lekich, Catherine MacGregor, Robin Nesbitt, Douglas P. Dick, Jeremy I. Senderowicz and Stephen T. Cohen as attorneys-in-fact for the purpose of signing and filing on behalf of the Trusts their registration statements and any amendments thereto under the Securities Act of 1933 and
the Investment Company Act of 1940 with the SEC, and the attorneys in-fact are hereby authorized to act in accordance with such Powers of Attorney for the purposes described in the Powers of Attorney.
IN WITNESS WHEREOF, I hereunto subscribe my name this 10th day of June, 2020.
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/s/ Alexandra Riedel |
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Alexandra Riedel
Assistant Secretary/Assistant Clerk |
THE CHARLES SCHWAB FAMILY OF FUNDS
FOURTH AMENDED AND RESTATED
MULTIPLE CLASS PLAN
This
document amends and restates the MULTIPLE CLASS PLAN (the Plan) of THE CHARLES SCHWAB FAMILY OF FUNDS, a Massachusetts business trust (the Trust), first adopted on October 20, 1989, pursuant to Rule 18f-3(d) under the Investment Company Act of 1940, as amended (the 1940 Act) and later amended and restated. The Plan is applicable to each of the Trusts investment portfolios identified on
Schedule A hereto (each a Fund and collectively the Funds), as such Schedule may be amended from time to time. This fourth amended and restated plan is effective as of July 29, 2020.
WHEREAS, it is desirable to enable the Trust to have flexibility in meeting the investment and shareholder servicing needs of its current and
future investors; and
WHEREAS, the Board of Trustees of the Trust (the Board of Trustees), including a majority of the
Trustees who are not interested persons of the Trust, as such term is defined by the 1940 Act, mindful of the requirements imposed by Rule 18f-3(d) under the 1940 Act, has determined to adopt this
Plan to enable the Funds to provide appropriate services to certain designated classes of shareholders of the Funds;
NOW, THEREFORE, the
Trust designates the Plan as follows:
1. Designation of Classes. Each Fund listed on Schedule A shall offer its units of
beneficial interest (Shares) in two or more classes as indicated on Schedule A (each, a Class and collectively, the Classes).
2. Shareholder Services and Sweep Administration Services Specific to Each Class. Sweep administration services
providing for the automatic purchases and redemptions of Shares of the Funds shall be offered only with respect to Sweep Shares, and not to the other Classes. Shareholder services providing for, among other things, account maintenance and customer
liaison services shall be offered to shareholders of the Classes. With respect to fees paid by the various Classes for shareholder services and sweep administration services, Charles Schwab & Co., Inc. will provide services that are at
least equal in nature and quality to those available from others offering comparable services. The costs and expenses attributable to performing sweep administration services and shareholder services to shareholders of each Class, as set forth on
Schedule A hereto and in the Shareholder Servicing and Sweep Administration Plan dated April 10, 2019, as may be amended from time to time, shall be based upon the actual services rendered to shareholders of each Class.
3. Minimum Balance Requirements. The minimum initial investment requirements, minimum balance requirements, and any minimum subsequent
investment requirements applicable to Investor Shares and Ultra Shares, shall be as determined from time to time by Charles Schwab Investment Management, Inc. (CSIM), and disclosed in the Trusts registration statement. The minimums
may be waived for certain retirement plans and plan participants, and for certain investment programs, or in a Funds sole discretion.
4. Exchange Privilege and Conversion. Each Class of Shares of each Fund shall be exchangeable for shares of any series of the
Trust or of Schwab Investments, Schwab Capital Trust and Laudus Trust, including all classes of shares of such series, provided that the minimum investment, and any other requirements of the series or class for which the Shares are exchanged are
satisfied. Shares of each Class shall be convertible into each other, either at the option of the Fund or the Shareholders, provided, that the
1
Shareholder satisfies the requirements to invest in the Class into which such Shares of a Class are to be converted.
In the event a Shareholder no longer meets the eligibility requirements for investment in a Class of Shares, a Fund may convert the
shareholder into a Class of Shares for which such Shareholder does meet the eligibility requirements. Any such conversion will be preceded by written notice to the Shareholder, and will occur at the respective net asset values of the Classes
without imposition of any sales load, fee or other charge. If the Shareholder meets the eligibility requirements for more than one other Class of Shares, then such Shareholders shares will be converted into shares of the Class of
Shares having the lowest total operating expenses for which such Shareholder meets the eligibility requirements.
To the extent permitted
by law and the extent permitted by the Trusts Declaration of Trust, the Trust may combine the Classes of any Fund provided that such combination will occur at the respective net asset values of the Classes without imposition of any sales load,
fee or other charge.
5. Allocation of Expenses. Each Class shall pay all of the expenses of its
distribution and shareholder services arrangement (such arrangements for shareholder services or distribution, or both, shall be a different arrangement from other Classes). At the Board of Trustees discretion, each Class may pay a
different share of other expenses, not including advisory or custodial fees or other expenses related to the management of the Funds assets, if these expenses are actually incurred in a different amount by that Class, or if the
Class receives services of a different kind or to a different degree than other Classes. All other expenses, including (i) advisory or custodial fees or other expenses related to the management of the Funds assets and (ii) costs
of implementing this plan, shall be allocated to each Class on the basis of such Class relative net assets (settled shares). Expenses attributable to a particular Class shall be borne entirely by that Class. If, in the future, one or
more new classes are added to a Fund, any cost of implementing this plan for such new classes shall be allocated to those classes of the Fund then in existence before the addition of the new class structure and shall not be charged to the new
classes.
6. Voting. Shareholders of a Class of shares shall vote exclusively as a class on any matter relating solely to the
arrangement of such Class as a class and on any matter in which the interests of that Class differ from the interests of another class. Each Share held entitles the Shareholder of record to one vote. Each Fund will vote separately on
matters relating solely to that Fund. Each Class of a Fund shall have exclusive voting rights on any matter submitted to Shareholders that relates solely to that Class, and shall have separate voting rights on any matter submitted to
Shareholders in which the interests of one class differ from the interest of any other class. However, all Fund Shareholders will have equal voting rights on matters that affect all Fund Shareholders equally.
7. Termination and Amendment. This Plan may be terminated or materially amended at any time by vote of a majority of the Board of
Trustees, including a majority of the Trustees who are not interested persons of the Trust, as such term is defined by the 1940 Act. Any non-material amendment of this Plan may be made by CSIM.
8. Trust. The names The Charles Schwab Family of Funds and Board of Trustees refer respectively to the Trust
created and the Trustees, as trustees but not individually or personally, acting from time to time under a Declaration of Trust, to which reference is hereby made and a copy of which is on file at the office of the Secretary of the Commonwealth of
Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The obligations of The Charles Schwab Family of Funds entered into in the name or on behalf thereof by any of the
Trustees, representatives or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, Shareholders or representatives of the Trust personally, but bind only the assets of the Trust, and all persons
dealing with any series and/or class of Shares of the Trust must look solely to the
2
assets of the Trust belonging to such series and/or class for the enforcement of any claims against the Trust.
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THE CHARLES SCHWAB FAMILY OF FUNDS |
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By: |
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/s/ Jonathan de St. Paer |
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Jonathan de St. Paer |
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President and Chief Executive Officer |
Dated as of July 29, 2020
3
Schedule A dated July 29, 2020 to the
Fourth Amended and Restated Multiple Class Plan of
THE CHARLES SCHWAB FAMILY OF FUNDS
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Name of Fund and Class |
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Annual Shareholder Service Fee (as a percentage of average daily net assets of the Fund) |
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Annual Sweep Administration Service Fee (as percentage of average daily net assets of the Fund) |
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Schwab Municipal Money Fund Ultra Shares |
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0.00% |
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0.00% |
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Schwab Municipal Money Fund Investor Shares |
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0.15% |
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0.00% |
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Schwab Value Advantage Money Fund Investor Shares |
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0.15% |
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0.00% |
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Schwab Value Advantage Money Fund Ultra Shares |
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0.00% |
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0.00% |
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Schwab Government Money Fund Sweep Shares |
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0.15% |
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0.10% |
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Schwab Government Money Fund Investor Shares |
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0.15% |
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0.00% |
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Schwab California Municipal Money Fund Ultra Shares |
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0.00% |
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0.00% |
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Schwab California Municipal Money Fund Investor Shares |
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0.15% |
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0.00% |
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Schwab New York Municipal Money Fund Ultra Shares |
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0.00% |
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0.00% |
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Schwab New York Municipal Money Fund Investor Shares |
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0.15% |
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0.00% |
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Schwab AMT Tax-Free Money Fund Ultra Shares |
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0.00% |
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0.00% |
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Schwab AMT Tax-Free Money Fund Investor Shares |
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0.15% |
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0.00% |
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THE CHARLES SCHWAB FAMILY OF FUNDS |
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By: |
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/s/ Jonathan de St. Paer |
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Jonathan de St. Paer |
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President and Chief Executive Officer |
Dated as of July 29, 2020
4
J.II.1.B.
THE CHARLES SCHWAB FAMILY OF FUNDS
SCHWAB INVESTMENTS
SCHWAB CAPITAL TRUST
SCHWAB ANNUITY PORTFOLIOS
SCHWAB STRATEGIC TRUST
LAUDUS TRUST
CHARLES
SCHWAB INVESTMENT MANAGEMENT, INC.
CHARLES SCHWAB & CO., INC.
JOINT CODE OF ETHICS
PERSONAL TRADING POLICY
Effective June 9, 2020
Capitalized terms used in the Code are defined, when practicable, within the related text. Otherwise such terms are defined in the attached Appendix A.
1
J.II.1.B.
INTRODUCTION
Charles Schwab Investment Management, Inc. (CSIM) and Charles Schwab & Co., Inc. (CS&Co.), in its
capacity as principal underwriter for certain funds, have a fiduciary duty to the Funds and advisory clients (Clients). The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios (the
Schwab Funds), Laudus Trust (the Laudus Funds) and Schwab Strategic Trust (the Schwab ETFs, and together with Schwab Funds and Laudus Funds, the Funds) have a fiduciary duty to their shareholders. To
assist in meeting these fiduciary duties, CSIM, CS&Co. and the Funds expect every person subject to this Joint Code of Ethics to demonstrate the highest standards of ethical conduct in such a manner as to (i) avoid serving their own
personal interest ahead of clients, (ii) avoid taking inappropriate advantage of their position with CS&Co., CSIM or the Funds, and (iii) avoid and, where appropriate, mitigate any actual or potential conflicts of interests or any
abuse of their position of trust and responsibility.
To this end, CSIM, CS&Co. and the Funds have adopted this Joint Code of Ethics
(the Code) which sets the minimum standards of conduct applicable to all of CSIMs directors, officers and employees, officers and trustees of the Funds, and certain CS&Co. persons and other individuals as designated by the
Chief Compliance Officer (CCO) or his/her delegate (Access Persons).
The Code is designed to help Access Persons
avoid potential conflicts that may arise from their actions and their personal investments and preclude activities which may lead to or give the appearance of conflicts of interest, insider trading and other forms of prohibited or unethical business
conduct.
In addition to the requirements of this Code, all CSIM and CS&Co. employees are also responsible for knowing and complying
with The Charles Schwab Corporations Compliance Manual, The Code of Business Conduct and Ethics and applicable policies and procedures related to individual roles and responsibilities. Access Persons who are also CS&Co. employees are
required to comply with the Broker-Dealer Compliance Manual as well.
The Code does not and cannot identify all possible conflicts of
interest that you might encounter. Rather, you have an on-going responsibility to identify any areas where personal activities may conflict with Clients interests and to operate in a manner that
mitigates both actual and perceived conflicts. You must at all times act in accordance with both the letter and the spirit of applicable laws, rules and regulations.
If you violate this Code or associated policies and procedures, CSIM, the Funds and/or CS&Co. may impose disciplinary action against you
which may include
2
J.II.1.B.
notification to your supervisor, disgorgement of profits and possibly suspension and/or termination.
If you have any questions concerning a proposed course of action that may present a conflict of interest, you should contact your supervisor
for guidance. Supervisors who have questions about how to proceed should contact the CCO or his/her delegate for guidance.
MATERIAL NON-PUBLIC INFORMATION
You have an obligation to safeguard material
non-public information (MNPI) regarding CSIM and its Clients, including the Funds. The Charles Schwab Corporations Compliance Manual has policies and procedures that establish minimum
requirements that all employees are required to follow when in possession of MNPI about any issuer. In addition, when you are in possession of confidential information about CSIM and/or its Clients, you are prohibited from sharing such information
with anyone, other than those who have a business need to know, and from using such information for personal gain.
Specifically, you are
prohibited from:
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Disclosing current portfolio transactions that portfolio managers and traders have made or potential portfolio
transactions that are being contemplated on behalf of Clients or any other non-public information to anyone outside of CSIM, except as required to effect securities transactions on behalf of a Client.
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Trading on the basis of the Funds MNPI: the following types of information have, under certain
circumstances, been determined to be MNPI in the mutual fund context (if not yet publicly disclosed): |
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i. |
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Holdings and transaction information. |
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ii. |
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The portfolio managers investment decisions. |
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iii. |
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Performance analysis. |
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iv. |
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Subscription and redemption activity. |
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v. |
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Dividend activity. |
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vi. |
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Decisions to hire or fire an adviser/sub-adviser or invest or divest in a proprietary or third-party mutual fund or ETF. |
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vii. |
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Material sub-adviser due diligence information. |
3
J.II.1.B.
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viii. |
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Change of portfolio manager. |
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Using knowledge of portfolio transactions that portfolio managers and traders have made or potential portfolio
transactions that are being contemplated on behalf of Clients to personally profit, or cause others to profit, by the market effect of such transactions. Anytime you are in possession of MNPI, you are prohibited from transacting in such
transactions, regardless of having received pre-clearance approval (as discussed below). |
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Engaging in deceptive conduct in connection with the purchase or sale of portfolio transactions for Client
accounts, including without limitation: |
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i. |
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Employing any device, scheme or artifice to defraud any Client. |
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ii. |
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Making any untrue statement of a material fact to any Client or misleading any Client by omitting to state a material fact. |
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iii. |
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Engaging in any act, practice or course of business that would defraud or deceive any Client. |
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iv. |
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Engaging in any manipulative practice with respect to any Client. |
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v. |
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Investing in derivatives or similar instruments to evade the restrictions of this Code. |
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In addition to the above, employees may receive MNPI concerning certain issuers, underwriters or from
representatives of issuers or underwriters during their normal course of employment. Such information may include information that has not been publically disseminated such as potential transactions, financing and capital requests, future rating
actions and certain information about the issuer or its securities. Any employee who suspects they are in receipt of MNPI should limit their communications with others regarding such MNPI and immediately contact the Compliance department.
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Notes on guidance from research and meetings with company management, as well as proposed material changes to
Schwab research ratings, before the information or change is public should be treated as MNPI. |
These requirements may
be supplemented from time to time by additional policies and procedures. It is your responsibility to be familiar with and to comply with all such policies and procedures.
4
J.II.1.B.
PERSONAL TRADING
This section of the Code contains rules applicable to Access Persons and certain of their household members (Covered Persons)
regarding owning and trading Covered Securities in certain Personal Accounts.
An Access Person is
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Any officer, director or trustee of CSIM or the Funds |
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Certain CSIM contractors as determined and notified by the Compliance Monitoring and Surveillance Team
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Certain CS&Co. and other Schwab affiliate employees, as determined and notified by the Compliance Monitoring
and Surveillance Team ,who support CSIM and/or the Funds |
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Other persons who are determined and notified by the CCO or his his/her delegate to have access to nonpublic
information regarding any Client or Fund, including portfolio holdings and/or any transactions in a portfolio or client account |
If you are an Access Person, your Covered Persons include
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Individuals living in your home who are supported, directly or indirectly, to a material extent by you
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Questions concerning Covered Persons should be directed to the Compliance Monitoring and Surveillance Team.
Personal Accounts are securities accounts over which you or any of your Covered Persons exercise direct or indirect control or
discretion or in which you or any of your Covered Persons have a direct or indirect beneficial ownership or financial interest. Personal Accounts shall include, without limitation, 401(k) Plan accounts, HSA accounts and Schwab 529 Plans.
5
J.II.1.B.
Covered Securities include:
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All publicly and privately traded securities |
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Debt securities including convertible, municipal and non-U.S. government
bonds |
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Any option, future, forward contract or other obligation involving securities or indices thereof, including an
instrument whose value is derived or based on any of the above |
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Any separate security which is convertible into or exchangeable for, or which confers a right to purchase, a
Covered Security |
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Shares of a closed-end investment company |
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Exchange traded products (e.g., ETFs/ETNs, including Schwab ETFs) |
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Shares of the Schwab and Laudus Funds (except money market funds) |
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Shares of non-affiliated unit investment trusts that invest exclusively
in non-affiliated registered open-end investment companies and those that trade as exchanged traded products |
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Shares of non-exchange traded,
non-affiliated, registered open-end investment companies (mutual funds other than the Schwab and Laudus Funds) |
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Personal Accounts holding only non-affiliated mutual funds shall be
reviewed on a case by case basis for determination by the CCO or his/her delegate whether reporting will be required. |
The following securities are excluded from the definition of Covered Securities:
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Direct obligations of the U.S. government (e.g., Treasury securities) |
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High-Quality Short-Term Debt Instruments, as defined in Appendix A, such as bank certificates of deposit,
bankers acceptances, repurchase agreements, and commercial paper |
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Interests in non-Schwab affiliated 529 college savings plans
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Investment in the Schwab Fund for Charitable Giving |
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Shares of affiliated and non-affiliated money market funds1
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1 Receipt of MNPI concerning an affiliated money market fund may subject an Access Person to trade
restrictions in such fund.
6
J.II.1.B.
II. |
Reporting Requirements |
The following reporting requirements apply to all Access Persons and their Covered Persons (excluding Independent Trustees unless otherwise
noted in Section II.E. below).
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A. |
Initial Accounts and Holdings Reports and Certifications |
Within 10 days of hire or of being notified by the Compliance Monitoring and Surveillance Team that you have been deemed an Access Person,
you must:
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Report all of your Personal Accounts that are capable of holding Covered Securities (including those of your
Covered Persons). |
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Complete your Initial Holdings Report in Covered Securities (including those of your Covered Persons).
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Complete your acknowledgement of the Code and Compliance Manual. |
Your Initial Holdings Report must include the name of security, type of security, the exchange ticker symbol or CUSIP number, number of
shares and principal amount of each security held, as well as the name of any broker, dealer or bank with whom the account is maintained, the name on the account and the account number. You must submit an Accounts and Holdings Report even if you do
not have any securities accounts or applicable holdings. Initial reports are submitted through the on-line personal trading monitoring system utilized by CSIM (Personal Trading Monitoring System)
and the information contained in the report must be current as of a date no more than 45 days prior to the date of your hire or of being notified by the Compliance Monitoring and Surveillance Team that you have been deemed an Access Person
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B. |
Quarterly Transaction Reports |
Within 30 calendar days of the end of each calendar quarter, you must report all transactions in Covered Securities in all Personal Accounts.
You are required to submit a quarterly report in the Personal Trading Monitoring System even if there were no reportable transactions during the quarter. The report must indicate the date you submit the report, as well as the following:
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1. |
The transaction date, name and identifier of the security (such as exchange ticker symbol or CUSIP number),
interest rate and maturity date, number of shares, and cost of each reportable security involved; |
7
J.II.1.B.
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2. |
The name of the broker, dealer or bank with or through which the transaction was effected;
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3. |
The type of transaction, such as purchase, sale or any other type of acquisition or disposition; and
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4. |
The price of the security at which the transaction was effected. |
Transaction information is automatically updated in the Personal Trading Monitoring System throughout the quarter to reflect transactions
made in CS&Co. and certain third party broker accounts you have disclosed. This may not include all of the transactions you must report, and it is your responsibility to review the information and update it to ensure it is accurate and
complete. This includes providing information on any new Personal Account established during the quarter including the name of the broker, dealer or bank and the date the account was established.
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C. |
Annual Holdings Reports |
In addition to the quarterly transaction reporting requirements, within 45 calendar days of the end of each calendar year, you must report
all holdings (as of December 31) in Covered Securities in Personal Accounts.
Similar to quarterly transaction reporting, holdings
information is displayed on the Access Persons reporting screen in the Personal Trading Monitoring System. The position may not reflect all activities in a security (e.g. corporate actions) and you must review and correct the
holdings report, as needed, to ensure its accuracy. Your report must indicate the date you submit the report and must include the title, type of security, the exchange ticker symbol or CUSIP number, number of shares and principal amount of each
security held, as well as the name of any broker, dealer or bank with whom the account is maintained.
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D. |
Other Compliance Certifications |
On a quarterly basis, you are required to confirm your compliance with the provisions of this Code. In addition, you must acknowledge, in
writing, which may be made electronically, receipt of any revisions to this Code whenever amendments to the Code are made and delivered.
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E. |
Independent Trustee Reporting Requirements |
Independent Trustees are required to submit a Quarterly Transactions Report containing the information as described below to the Funds
CCO. Such report must include:
8
J.II.1.B.
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all transactions in Funds, excluding money market funds, on whose board the Independent Trustee serves
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all transactions made in a Covered Security, excluding non-affiliated
registered mutual funds, if, at the time of that transaction, they knew or, in the ordinary course of fulfilling their official duties as Independent Trustees of the Funds, should have known that, during the
15-day period immediately before or after the date of their transaction, the same Covered Security was purchased or sold by the Fund or was being considered by the Fund or its investment adviser(s) for
purchase or sale by the Fund |
III. |
Preclearance Requirements |
All Access Persons, except (i) Independent Trustees and (ii) Interested Trustees and/or directors of CSIM not responsible for the
day to day management of CSIM, must receive clearance prior to the execution of any transaction in Covered Securities (with the exception of transactions in non-affiliated registered mutual funds or non-affiliated unit investment trusts) in their Personal Accounts, (including the accounts of their Covered Persons).
Notwithstanding the above, Access Persons who are (i) Independent Trustees and (ii) Interested Trustees and/or directors of CSIM
not responsible for the day to day management of CSIM, must receive clearance prior to the execution of transactions in the Funds, excluding money market funds.
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B. |
How to Request Preclearance |
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Generally, you must submit requests for pre-clearance of personal
transactions through the Personal Trading Monitoring System unless otherwise noted in this Code. Pre-clearance requests will be reviewed by the Compliance Monitoring and Surveillance Team in relation to
information available from the trading system(s) or other relevant information sources (consulting with Portfolio Management as needed) to determine whether your request should be approved. Compliance Monitoring and Surveillance Team may, at its
discretion, require supervisor approval of a pre-clearance request before considering such request. You will be notified via email of approval or denial. Pre-clearance
requests made by the CCO will be forwarded to The Charles Schwab Corporation CCO his/her delegate for approval. |
9
J.II.1.B.
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You should only submit a pre-clearance request when you intend to execute
a trade, not to secure your right to execute a transaction on the basis of favorable intraday price movements. Excessive pre-clearance requests and/or trading in personal accounts are strongly discouraged.
Compliance Monitoring and Surveillance Team monitors trading activity, reports this activity periodically to CSIM management and may impose additional trading restrictions or prohibitions as appropriate. |
Access Persons who are (i) Independent Trustees and (ii) Interested Trustees and/or directors of CSIM not responsible for day to
day management of CSIM, should direct any preclearance request to the CCO his/her delegate by telephone or email.
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C. |
Two Day Effective Period |
Pre-clearance of personal securities transactions for publicly traded securities will be effective
for two (2) days beginning on the calendar day on which pre-clearance approval is granted, as well as trading day immediately following.
Limit Orders, including stop loss orders, will generally not be allowed unless you expect the order to be completed within the two day
effective period. If your order is not executed within the two day effective period, your initial pre-clearance will no longer be valid and you will need to cancel the open order(s) and obtain pre-clearance again.
You are prohibited from trading in a security if, after you have received pre-clearance approval, you come into possession of MNPI.
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D. |
Additional Responsibilities |
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Access Persons, excluding Independent Trustees, may not trade in securities included on The Charles Schwab
Corporations Restricted List for their own benefit or the benefit of CS&Co. when the restriction indicates that it applies to all employees. This restriction also applies to Covered Persons and Personal Accounts over which the
Access Person has control. Before trading, you must check to see if the security is on the Restricted Securities List (Schweb jumpword: restricted list.) |
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Certain Access Persons may be subject to trading restrictions of The Charles Schwab Corporation common stock
(SCHW) and its derivatives. Before trading in SCHW or a derivative security, you are |
10
J.II.1.B.
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responsible for checking the SCHW Trading Window (Schweb jumpword: trading window.) |
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Requests for approval to become a Power of Attorney (POA) on an account must be submitted via the
Schwab online reporting system (the Online Reporting System). Written approval must be obtained prior to becoming a POA on any account. Generally, approval will be considered only for immediate family member accounts where the employee
can demonstrate an appropriate purpose for the POA. |
All Access Persons are prohibited from engaging in any transaction in a Covered Security when they know or should have known at the time that
there is a pending buy or sell order in that same security for any Client Account. Exceptions to this prohibition may be granted by the Compliance Monitoring and Surveillance Team if, upon receipt of a request
for preclearance of a transaction in a mutual fund or ETF, it determines that the client trading activity in that mutual fund or ETF occurred for cash flow purposes or that other potential conflicts do not exist or are adequately mitigated.
Certain additional trading restrictions apply to Portfolio Managers, as defined from time to time by the Compliance Monitoring and
Surveillance Teamas follows:
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Portfolio Managers are prohibited from trading in a Covered Security if the same security has been traded in a
Fund or Client Account during the past seven (7) calendar days, or is expected to be traded within the next seven (7) calendar days. |
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Portfolio Managers transactions will be reviewed further by the CCO or his/her delegate and may be required to
reverse the transaction in the following situation: |
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(i) |
Have received pre-clearance for a transaction in a Covered Security,
and |
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(ii) |
A transaction in the same security takes place for a Fund or Client Account subject to the Blackout Period as
discussed above within seven (7) calendar days following the execution of your transaction. |
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V. |
Prohibition on Short Term Profits (60-DAY RULE)
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Access Persons, except (i) Independent Trustees and (ii) Interested Trustees and/or directors of CSIM
not responsible for day to day management of CSIM, are prohibited from realizing a profit from the purchase and sale, or the sale and purchase, of the same (or related) Covered Securities within 60 calendar days. If an Access Person is found to have
violated this prohibition, any profit realized
11
J.II.1.B.
will be required to be disgorged. This restriction applies without regard to tax lot considerations. Generally speaking, profit determinations will be made on the basis of a Last-In-First-Out (LIFO) accounting methodology, unless the fundamentals of the trade warrant a different consideration as
determined by the CCO or his/her delegate.
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VI. |
IPOs and Private Placements |
The Employee Securities Accounts & Investments and Inside Information &
Information Barriers chapters of The Charles Schwab Corporations Compliance Manual address certain prohibited practices. Among them is the participation in an IPO. This applies to all Access Persons, except Independent
Trustees.
Access Persons, excluding Independent Trustees, must receive pre-clearance from the
Schwab Disclosure Group (Compliance Disclosure Group) prior to participating in a private securities transaction. A request for approval should first be submitted to the Compliance Disclosure Group through the Online Reporting System.
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A. |
Personal Account Exemptions |
An account that is managed on a fully-discretionary basis by an affiliated or unaffiliated money manager will be exempt from personal trading
requirements and restrictions after it is approved by the CCO (or his/her delegate).
In such cases, Access Persons are required to submit
a letter from any unaffiliated money manager to the Compliance Monitoring and Surveillance Team before the account is deemed exempt. Such letter will confirm that: (i) the account is managed on a full-discretionary basis as established in a
written contract between the firm and an Access Person (or related Covered Person), and (ii) the Access Person (or related Covered Person) will not: (a) suggest or direct that the money manager make any particular purchases or sales of
securities for the account during the reporting period; or, (b) consult with the money manager as to the particular allocation of investments to be made during the reporting period.
If the Compliance Monitoring and Surveillance Team grants an exception, you will not be required to further certify during the quarterly and
annual certification periods to the holdings or transactions in such Personal Account once the exception is granted. You will, however, be asked to confirm on an annual basis that there has been no change in the status of such discretionary or
managed account and are required to provide timely notification of any change in the status of the account at the time of the change .
12
J.II.1.B.
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B. |
Transactional Exemptions |
The following transactional exemptions apply:
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All transactions in The Charles Schwab Corporations securities (equities, fixed income, options) are exempt
from preclearance, blackout periods and the short-term profit prohibition, provided that you comply with the requirements outlined in The Charles Schwab Corporations Compliance Manual. |
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Non-Volitional Transactions are exempt from preclearance, blackout
periods and the short-term profit prohibition. Please refer to Appendix A for more information on what qualifies as a Non-Volitional Transaction. |
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When establishing an automatic investment plan, direct stock purchase plan or other similar plans involving a
Covered Security, enrollment in the plan must be approved by the Compliance Monitoring and Surveillance Team and the initial purchase of any Covered Securities in the plan must be pre-cleared. Subsequent
investments of the applicable Covered Security pursuant to the plan are exempt from pre-clearance and blackout periods provided no changes to the plan have been made (i.e. changes to
Covered Securities in the plan or investments made after the cancellation of the plan) since originally approved by the Compliance Monitoring and Surveillance Team. Changes to existing pre-cleared percentage
allocations of Covered Securities pursuant to a plan are exempt from pre-clearance (e.g., changing the monthly allocation to a pre-cleared Covered Security
from 5% to 8%). Please refer to Appendix A for more information on what qualifies as an Automatic Investment Plan. |
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Profits received from a sale of securities which were acquired as a result of exercising options received through
a Stock Option Program are exempt from the short-term profits prohibition. |
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Transactions in equity securities of issuers included in the S&P 500 Index that are $10,000 or less in value
are exempt from preclearance. All other conduct standards are still applicable, including blackout periods, the short-term profit prohibition, trading restrictions of The Charles Schwab Corporation common stock and its
derivatives, prohibition from trading securities that are included on The Charles Schwab Corporations Restricted List, and prohibition from trading any security when in possession of MNPI. |
Exceptions to Reporting Requirements
You do not need to include in your quarterly transaction reports any transactions made in any account over which you have no direct or
indirect influence or control regarding specific security selection (i.e. investment
13
J.II.1.B.
discretion) or any Non-Volitional Transactions, provided the Compliance Monitoring and Surveillance Team is systematically receiving the transaction
information or, if not, you provide quarterly account statements by upload to the Personal Trading Monitoring System
If you have any
questions concerning whether or not an account or transaction is exempt from personal trading requirement or restrictions, you should contact your Supervisor or the CCO or his/her delegate.
The CCO or his/her delegate may approve other exemptions to certain restrictions and prohibitions of the Code after consideration of relevant
facts and circumstances. Such exemptions are not automatic but rather granted on an exception basis and require either preclearance through the channels discussed above or other advance written approval from the CCO.
OTHER POTENTIAL CONFLICTS
GIFTS AND BUSINESS ENTERTAINMENT
The following applies to Access Persons with the exception of (i) Independent Trustees and (ii) Interested Trustees and/or
directors of CSIM not responsible for day to day management of CSIM:
The giving and acceptance of gifts and/or business entertainment
that influences or appears to influence the behavior of the recipient may compromise the reputation and integrity of CSIM, CS&Co., or the Funds. You should never accept or provide any gift or business entertainment that would violate the law,
embarrass, or reflect poorly on CSIM, CS&Co. or the Funds. CSIM follows The Charles Schwab Corporations Compliance Manuals chapter on Gifts, Business Entertainment, Loans & Charitable Contributions
Policy and, with respect to its directors and employees, has adopted more restrictive limits for the acceptance of gifts and business entertainment, which are detailed in the CSIM Gifts and Business Entertainment Policy and Procedures.
You are responsible for understanding these policies and procedures and ensuring that your conduct with respect to the acceptance and provision of gifts and business entertainment is consistent with these procedures, including obtaining the
appropriate approvals and reporting your gifts and business entertainment activity.
14
J.II.1.B.
SERVICE AS DIRECTOR OR PUBLIC OFFICIAL
All employees are prohibited from serving on the board of directors of any publicly traded company or in an official capacity for any
federal, state, or local government (or governmental agency or instrumentality) without prior approval from the Compliance Disclosure Group through the Online Reporting System.
OUTSIDE EMPLOYMENT AND OTHER OUTSIDE ACTIVITIES
Employees may not engage in outside employment or other outside activity that conflicts or otherwise interferes with their duties and
responsibilities. It is each employee responsibility to disclose and request approval for any such outside employment or business activity through the Online Reporting System.
COMPLIANCE WITH THE CODE
Adherence to the Code is a basic condition of employment or service with CS&Co. and CSIM. Compliance Monitoring and Surveillance Team
monitors compliance with the Code, including reviewing Access Persons personal securities transactions and holdings reports, and reviews violations of the Code to determine what action or sanctions are appropriate. You are required to report any
violations of the Code promptly to your supervisor, the CCO or the Compliance Monitoring Surveillance Team. Reports of all violations must be provided to the CCO. Violations may be reported to CSIM management as well as to the Funds boards of
trustees.
Violations of the Code are taken seriously and may result in disciplinary action up to and including termination. Violations
of the Code may also adversely affect your career with respect to such matters as compensation and advancement. Since many provisions of the Code also reflect provisions of the US securities laws, you should be aware that violations could also lead
to enforcement action resulting in suspension or expulsion from the securities business, fines and penalties, and imprisonment. Questions regarding interpretation of the Code or questions related to specific situations should be directed to your
supervisor or the Compliance Monitoring and Surveillance Team.
ADMINISTRATION, RECORDKEEPING AND REPORTING
Compliance Monitoring and Surveillance Team is responsible for the administration of this Code. This includes identifying all Access Persons
and notifying them of this classification and their obligations under this Code. Compliance Monitoring and Surveillance Team will also maintain procedures for
15
J.II.1.B.
periodic reviews of Access Persons personal securities transactions. Such reviews are undertaken with regard to both the prohibitions and reporting requirements contained in the Code.
All records associated with this Code that are required to be retained by Federal Securities Laws will be maintained by the Compliance
Monitoring and Surveillance Team for seven years and in an easily accessible place for at least five years. In addition, any record of any decision, and the reasons supporting the decision, to approve a hardship exemption or the acquisition by
Access Persons of securities acquired in a Private Placement, will be maintained by the Compliance Monitoring and Surveillance Team for at least seven years after the end of the fiscal year in which the approval is granted.
At least annually, the president of each Schwab Funds, Laudus Funds and Schwab ETFs trust, the president of CSIM and an executive of
CS&Co., as principal underwriter to the Schwab Funds, (or their delegates) will provide each Schwab Funds, Laudus Funds and Schwab ETFs trusts board of trustees:
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a written report of any issues arising under this Code, including any material violations and any sanctions
imposed in response to these violations and |
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a certification that each has adopted procedures reasonably necessary to prevent its Access Persons from
violating the provisions of this Code. |
16
J.II.1.B.
APPENDIX A: DEFINITIONS
An Automatic Investment Plan is a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts
in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes among others, a 401K or similar retirement plan and dividend reinvestment plans commonly referred to as DRIPS.
Beneficial Ownership is interpreted in the same manner when determining whether a person has beneficial ownership of a security for purposes of
Section 16 of the Securities Exchange Act of 1934 (1934 Act), and includes ownership by any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares or direct or
indirect pecuniary interest in a security.
Control has the same meaning as in Section (2)(a)(9) of the Investment Company Act of 1940 (the
1940 Act). Section 2(a)(9) provides that control means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such
company.
Ownership of more than 25% of a companys outstanding voting securities is presumed to give the holder of such securities control over the
company. The Securities and Exchange Commission (SEC) may determine, however, that the facts and circumstances of a given situation that may counter this presumption.
Federal Securities Laws refers to the Securities Act of 1933, the 1934 Act, the Sarbanes-Oxley Act of 2002, the 1940 Act, the Investment Advisers Act
of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to investment companies and investment advisers, and any rules adopted thereunder by the SEC or the
Department of the Treasury.
A High Quality Short-Term Debt Instrument is any instrument having a maturity at issuance of less than 366 days and
which is rated in one of the highest two rating categories by a nationally recognized statistical rating organization, or which is unrated but is of comparable quality.
An Initial Public Offering is an offering of securities registered under the 1933 Act, the issuer of which, immediately before the registration, was
not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.
An Independent Trustee is any Trustee of a Trust who is not an
interested person of such Trust as defined in Section 2(a)(19) of the 1940 Act.
An Interested Trustee is any Trustee of a Trust who is an
interested person of such Trust as defined in Section (a)(19) of the 1940 Act.
17
J.II.1.B.
A Non-Volitional Transaction is one in which the Access
Persons does not determine price or time of the transaction. Such transactions include:
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◾ |
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acquisition of securities through stock dividends, automatic dividend reinvestment plans, stock splits, reverse
stock splits, mergers, consolidations, spin-offs or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of such securities; and |
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◾ |
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acquisition of securities through the exercise of rights issued by an issuer pro rata to all holders of a class
of securities, to the extent the rights were acquired in the issue. |
Transactions in a managed account or those made by an independent
third party or adviser will not be considered non-volitional unless an Access Person requests and is granted an account level exemption.
A Private Placement is an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) or pursuant
to Rule 504, Rule 505 or Rule 506 adopted thereunder.
A Stock Option Program allows an employee to buy a set number of shares of a companys
stock at a future date at a set price.
18
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1900 K Street, NW Washington, DC 20006-1110 +1 202 261
3300 Main +1 202 261 3333 Fax www.dechert.com
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July 24, 2020
VIA EDGAR
Securities
and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
|
Re: |
The Charles Schwab Family of Funds Post-Effective Amendment No. 117 to Registration
Statement on Form N-1A (File Nos. 033-31894 and 811-05954) |
Ladies and Gentlemen:
Our client, the Charles Schwab Family of Funds (the Trust), has enclosed, pursuant to Rule 485(a) under the
Securities Act of 1933, as amended (1933 Act), Post-Effective Amendment (PEA) No. 117 to the Trusts registration statement on Form N-1A, together with all Exhibits thereto
(Registration Statement), under the 1933 Act and Amendment No. 118 to the Registration Statement under the Investment Company Act of 1940, as amended (1940 Act). This filing is being made for the purpose of registering
Ultra Shares of each of the Schwab Government Money Fund, Schwab Treasury Obligations Money Fund, and Schwab U.S. Treasury Money Fund (collectively, the Funds), each a series of the Trust.
As counsel to the Trust, we hereby request, in reliance upon Securities Act Release No. 6510 and Investment Company Act
Release No. 13768 (February 15, 1984), that this PEA No. 117 receive selective review from the Securities and Exchange Commission and its staff of the changes to the Trusts Registration Statement disclosure contained herein because
the additional disclosures set forth in this PEA No. 117 are not substantially different from the Funds disclosures that the Trust previously filed in PEA No. 114 and PEA No. 99 to the Trusts Registration
Statement on Form N-1A that were reviewed by the staff in early 2020 and early 2016, respectively, among other filings made by funds in the Schwab Fund complex.
The Trust undertakes to make an additional filing of the Registration Statement in order to respond to any comments you might
have with respect to this filing, add any additional non-material disclosure that may be required in order to complete the Registration Statement and file the appropriate exhibits.
No fee is required in connection with this filing. Please contact me at (202)
261-3304 with any questions or comments.
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July 24, 2020
Page 2 |
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Sincerely,
/s/ Stephen T. Cohen
Stephen T. Cohen