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SCHWAB INVESTMENTS
Schwab Global Real Estate Fund

Supplement dated January 24, 2011 to the
Statement of Additional Information dated June 28, 2010
SCHWAB CAPITAL TRUST
Schwab Active Equity Funds, Schwab Equity Index Funds,
Schwab MarketTrack Portfolios, Schwab Balanced Fund and Schwab Target Funds

Supplement dated January 24, 2011 to the
Statement of Additional Information dated February 28, 2010, as amended July 2, 2010
SCHWAB CAPITAL TRUST
Schwab Fundamental Index Funds

Supplement dated January 24, 2011 to the
Statement of Additional Information dated February 28, 2010, as amended July 2, 2010
SCHWAB CAPITAL TRUST
Laudus Market Masters Funds

Supplement dated January 24, 2011 to the
Statement of Additional Information dated February 28, 2010
SCHWAB CAPITAL TRUST
Schwab Monthly Income Funds

Supplement dated January 24, 2011 to the
Statement of Additional Information dated April 30, 2010, as amended July 2, 2010
THE CHARLES SCHWAB FAMILY OF FUNDS
Schwab Taxable Money Funds

Supplement dated January 24, 2011 to the
Statement of Additional Information dated April 30, 2010, as amended July 8, 2010
THE CHARLES SCHWAB FAMILY OF FUNDS
Schwab Municipal Money Funds

Supplement dated January 24, 2011 to the
Statement of Additional Information dated April 30, 2010, as amended July 8, 2010
SCHWAB ANNUITY PORTFOLIOS
Supplement dated January 24, 2011 to the
Statement of Additional Information dated April 30, 2010, as amended November 29, 2010
 
This supplement provides new and additional information beyond that contained in
the Statements of Additional Information and should be read in conjunction with the
Statements of Additional Information.
Effective December 1, 2010, Randall W. Merk resigned as President and Chief Executive Officer of the Trusts and the Boards of Trustees of the Trusts approved Marie Chandoha as his replacement. Additionally, effective December 31, 2010, Donald R. Stephens and Michael W. Wilsey retired from the Boards of Trustees of the Trusts and effective January 1, 2011, David L Mahoney and Kiran M. Patel began their service as members of the Boards of Trustees of the Trusts. Accordingly, the “Management Table”, “Board Leadership Structure”, “Board Oversight of Risk Management” and “Individual Trustee Qualifications” sections of the Statement of Additional Information are deleted and replaced in their entirety with the following:

 


 

                 
NAME, YEAR OF            
BIRTH, AND            
POSITION(S)       NUMBER OF    
WITH THE       PORTFOLIOS    
TRUST;       IN FUND    
(TERM OF       COMPLEX    
OFFICE AND   PRINCIPAL OCCUPATIONS   OVERSEEN    
LENGTH OF   DURING THE PAST FIVE   BY THE   OTHER DIRECTORSHIPS DURING THE
TIME SERVED1)   YEARS   TRUSTEE   PAST FIVE YEARS
INDEPENDENT TRUSTEES
 
               
Mariann Byerwalter
1960
Trustee
(Trustee since 2000)
  Chairman of JDN Corporate Advisory LLC.     73     Director, Redwood Trust, Inc. (1998 — present)

Director, PMI Group Inc. (2001 — 2009)
 
               
John F. Cogan
1947
Trustee
(Trustee since 2008)
  Senior Fellow: The Hoover Institution at Stanford University (Oct. 1979 — present); Senior Fellow Stanford Institute for Economic Policy Research; Professor of Public Policy, Stanford University (Sept. 1994 — present).     73     Director, Gilead Sciences, Inc. (2005 — present)


Director, Monaco Coach Corporation (2005 — 2009)
 
               
William A. Hasler
1941
Trustee
(Trustee since 2000)
  Dean Emeritus, Haas School of Business, University of California, Berkeley (July 1998 — present).     73     Director, Ditech Networks Corporation (1997 — present)

Director, TOUSA (1998 — present)

Director, Mission West Properties (1998 — present)

Director, Globalstar, Inc. (2009 — present)

Director, Harris-Stratex Networks (2001 — present)

Director, Aphton Corp. (1991 — 2007)

Director, Solectron Corporation (1998 —2007)

Director, Genitope Corporation (2000 —2009)
 
               
David L. Mahoney
1954
Trustee
(Trustee since 2011)
  Private Investor.     73     Director, Symantec Corporation (2003 — present)

Director, Corcept Therapeutics Incorporated (2004 — present)

Director, Tercica Inc. (2004 — 2008)
 
               
Kiran M. Patel
1948
Trustee
(Trustee since 2011)
  Executive Vice President and General Manager of Small Business Group, Intuit, Inc. (financial software and services for consumers and small businesses) (Dec. 2008 — present); Senior Vice President and General Manager of Consumer Group, Intuit, Inc. (June 2007 — Dec. 2008); Senior Vice President and Chief Financial Officer, Intuit, Inc. (Sept. 2005 — Jan. 2008).     73     Director, KLA-Tencor Corporation (2008 — present)

Director, BEA Systems, Inc. (2007 — 2008)

Director, Eaton Corp. (2003 — 2006)

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NAME, YEAR OF            
BIRTH, AND            
POSITION(S)       NUMBER OF    
WITH THE       PORTFOLIOS    
TRUST;       IN FUND    
(TERM OF       COMPLEX    
OFFICE AND   PRINCIPAL OCCUPATIONS   OVERSEEN    
LENGTH OF   DURING THE PAST FIVE   BY THE   OTHER DIRECTORSHIPS DURING THE
TIME SERVED1)   YEARS   TRUSTEE   PAST FIVE YEARS
Gerald B. Smith
1950
Trustee
(Trustee since 2000)
  Chairman, Chief Executive Officer and Founder of Smith Graham & Co. (investment advisors) (1990 — present).     73     Lead Independent Director, Board of Cooper Industries (2002 — present)

Director and Chairman of the Audit Committee, Oneok Partners LP (2003 — present)

Director, Oneok, Inc. (2009 — present)
 
               
Joseph H. Wender
1944
Trustee
(Trustee since 2008)
  Senior Consultant, Goldman Sachs & Co., Inc. (Jan. 2008- present); Partner, Colgin Partners, LLC (vineyards) (February 1998 — present); Senior Director, Chairman of the Finance Committee, GSC Group (July 2005 — Dec. 2007); General Partner, Goldman Sachs & Co., Inc. (Oct. 1982 — June 2005).     73     Board Member and Chairman of the Audit Committee, Isis Pharmaceuticals (1994 — present)
 
               
INTERESTED TRUSTEES
 
               
Charles R. Schwab2
1937
Chairman and Trustee (Chairman and Trustee of The Charles Schwab Family of Funds since 1989; of Schwab Investments since 1991; of Schwab Capital Trust since 1993; and of Schwab Annuity Portfolios since 1994)
  Chairman and Director, The Charles Schwab Corporation, Charles Schwab & Co., Inc., Charles Schwab Investment Management, Inc., Charles Schwab Bank, N. A.; Chairman and Chief Executive Officer, Schwab (SIS) Holdings Inc. I, Schwab International Holdings, Inc.; Chief Executive Officer, Schwab Holdings, Inc.; Through June 2007, Director, U.S. Trust Company, N. A., U.S. Trust Corporation, United States Trust Company of New York. Until October 2008, Chief Executive Officer, The Charles Schwab Corporation, Charles Schwab & Co., Inc.     73     None.
 
               
Walter W. Bettinger II2
1960
Trustee
(Trustee since 2008)
  As of October 2008, President and Chief Executive Officer, Charles Schwab & Co., Inc. and The Charles Schwab Corporation. Since October 2008, Director, The Charles Schwab Corporation. Since May 2008, Director, Charles Schwab & Co., Inc. and Schwab Holdings, Inc. Since 2006, Director, Charles Schwab Bank.
From 2004 through 2007, Executive Vice President and President, Schwab Investor Services. From
    86     None.

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NAME, YEAR OF            
BIRTH, AND            
POSITION(S)       NUMBER OF    
WITH THE       PORTFOLIOS    
TRUST;       IN FUND    
(TERM OF       COMPLEX    
OFFICE AND   PRINCIPAL OCCUPATIONS   OVERSEEN    
LENGTH OF   DURING THE PAST FIVE   BY THE   OTHER DIRECTORSHIPS DURING THE
TIME SERVED1)   YEARS   TRUSTEE   PAST FIVE YEARS
 
  2004 through 2005, Executive Vice President and Chief Operating Officer, Individual Investor Enterprise, and from 2002 through 2004, Executive Vice President, Corporate Services.            
 
               
 
  Until October 2008, President and Chief Operating Officer, Charles Schwab & Co., Inc. and The Charles Schwab Corporation.            
     
NAME, YEAR OF BIRTH, AND    
POSITION(S) WITH THE TRUST;    
(TERM OF OFFICE AND LENGTH OF TIME    
SERVED3)   PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS
OFFICERS
 
   
Marie Chandoha
1961
(President and Chief Executive Officer since 2010)
  Executive Vice President, Charles Schwab & Co., Inc. (Sept. 2010 — present); Director, President and Chief Executive Officer (Dec. 2010 — present), Chief Investment Officer (Sept. 2010 — present), Charles Schwab Investment Management, Inc.; President and Chief Executive Officer, Schwab Funds, Laudus Funds and Schwab ETFs (Dec. 2010 — present); Global Head of Fixed Income Business Division, BlackRock, Inc. (formerly Barclays Global Investors) (March 2007 — August 2010); Co-Head and Senior Portfolio Manager, Wells Capital Management (June 1999 — March 2007).
 
   
George Pereira
1964
(Treasurer and Principal Financial Officer since 2004)
  Senior Vice President and Chief Financial Officer, Charles Schwab Investment Management, Inc. (November 2004 — present); Treasurer and Chief Financial Officer, Laudus Funds (2006 — present); Treasurer and Principal Financial Officer, Schwab Funds (Nov. 2004 — present) and Schwab ETFs (Oct. 2009 — present); Director, Charles Schwab Worldwide Fund, PLC and Charles Schwab Asset Management (Ireland) Limited (Sept. 2002 — present); Treasurer, Chief Financial Officer and Chief Accounting Officer, Excelsior Funds Inc., Excelsior Tax-Exempt Funds, Inc., and Excelsior Funds Trust (June 2006- June 2007).
 
   
Koji E. Felton
1961
(Secretary and Chief Legal Officer since 1998)
  Senior Vice President, Chief Counsel and Corporate Secretary, Charles Schwab Investment Management, Inc. (July 2000 — present); Senior Vice President and Deputy General Counsel, Charles Schwab & Co., Inc. (June 1998 — present); Vice President and Assistant Clerk, Laudus Funds (Jan. 2010 — present); Chief Legal Officer and Secretary, Schwab Funds (No. 1998 — present) and Schwab ETFs (Oct. 2009 — present); Chief Legal Officer and Secretary, Excelsior Funds (June 2006-June 2007).
 
   
Catherine MacGregor
1964
(Vice President since 2005)
  Vice President, Charles Schwab & Co., Inc., Charles Schwab Investment Management, Inc. (July 2005-present); Vice President (Dec. 2005-present), Chief Legal Officer and Clerk (March 2007-present), Laudus Funds; Vice President and Assistant Clerk, Schwab Funds (June 2007 — present) and Schwab ETFs (Oct. 2009-present).

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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
Michael Haydel
1972
(Vice President since 2006)
  Vice President, Asset Management Client Services, Charles Schwab & Co., Inc. (2004-present); Vice President (Sept. 2005-present), Anti-Money Laundering Officer (Oct. 2005-Feb. 2009), Laudus Funds; Vice President, Schwab Funds (June 2007 — present) and Schwab ETFs (Oct. 2009-present).
 
1   Trustees remain in office until they resign, retire or are removed by shareholder vote. The Schwab Funds® retirement policy requires that independent trustees elected after January 1, 2000 retire at age 72 or after twenty years as a trustee, whichever comes first. In addition, the Schwab Funds retirement policy also requires any independent trustee of the Schwab Funds who also serves as an independent trustee of the Laudus Funds to retire from the Boards of the Schwab Funds upon their required retirement date from either the Boards of Trustees of the Schwab Funds or the Laudus Funds, whichever comes first.
 
2   Mr. Schwab and Mr. Bettinger are Interested Trustees because they are employees of Schwab and/or the adviser. In addition to their employment with the investment adviser and the distributor, Messrs. Schwab and Bettinger also own stock of The Charles Schwab Corporation.
 
3   The President, Treasurer and Secretary 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 of Trustees, Charles R. Schwab, is Chairman of the Board of Directors of The Charles Schwab Corporation and an interested person of the trusts as that term is defined in the Investment Company Act of 1940. The trusts do not have a single lead independent trustee. The Board is comprised of a super-majority (77 percent) of trustees who are not interested persons of the trusts (i.e., “independent trustees”). There are three primary committees of the Board: the Audit and Compliance Committee; the Governance Committee; and the Investment Oversight Committee. Each of the Committees is chaired by an independent trustee, and each Committee is 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 trusts. The Board made this determination in consideration of, among other things, the fact that the independent trustees of the trusts 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 mutual funds, fund management and its other service providers have responsibility for day-to-day risk management for the funds. The Board duties, as part of its risk oversight of the trusts, consists 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 trusts 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 and Compliance 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 trusts 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

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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 trusts 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 trusts, and to exercise their business judgment in a manner that serves the best interests of the trusts’ 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 trusts 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 Board has concluded that Ms. Byerwalter should serve as trustee of the trusts because of the experience she gained as chairman of her own corporate advisory and consulting firm and as former chief financial officer of a university and a bank, the experience she has gained serving as trustee of the Schwab Funds since 2000 and the Laudus Funds since 2004, and her service on other public company and mutual insurance company boards.
The Board has concluded that Mr. Cogan should serve as trustee of the trusts 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 his service on other public company boards.
The Board has concluded that Mr. Hasler should serve as trustee of the trusts because of the experience he gained serving as former vice chair of the consulting practice of an accounting firm and as former co-chief executive officer of a public company, his service as former dean of a business school, the experience he has gained serving as trustee of the Schwab Funds since 2000 and the Laudus Funds since 2004, his service on other public company boards, and his experience serving as Chair of the trusts’ Audit and Compliance Committee.
The Board has concluded that Mr. Mahoney should serve as a trustee of the trusts because of the experience he gained as co-chief executive officer of a healthcare services company, and his service on other public company boards.
The Board has concluded that Mr. Patel should serve as a trustee of the trusts because of the experience he gained as executive vice president, general manager and chief financial officer of a software company, and his service on other public company boards.
The Board has concluded that Mr. Schwab should serve as trustee of the trusts because of the experience he has gained as founder and chairman of the board of Schwab, and subsequently its parent corporation, The Charles Schwab Corporation, his experience in and knowledge of the financial services industry, the experience he has gained serving as Chairman of the Board of Trustees of the Schwab Funds since their inception, and his former service on other public company boards.
The Board has concluded that Mr. Smith should serve as trustee of the trusts 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, his service on other public company boards, and his experience serving as Chair of the trusts’ Investment Oversight Committee.
The Board has concluded that Mr. Wender should serve as trustee of the trusts because of the experience he gained serving as former partner and chairman of the finance committee of an investment bank, the experience he has gained serving as trustee of the Schwab Funds since 2008, and his service on other public company boards.
REG60343-00

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