0001193125-19-054829.txt : 20190228 0001193125-19-054829.hdr.sgml : 20190228 20190227190233 ACCESSION NUMBER: 0001193125-19-054829 CONFORMED SUBMISSION TYPE: 497 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190228 DATE AS OF CHANGE: 20190227 EFFECTIVENESS DATE: 20190228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHARLES SCHWAB FAMILY OF FUNDS CENTRAL INDEX KEY: 0000857156 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-31894 FILM NUMBER: 19639720 BUSINESS ADDRESS: STREET 1: 211 MAIN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 1-415-667-7000 MAIL ADDRESS: STREET 1: 211 MAIN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: SCHWAB CHARLES FAMILY OF FUNDS DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAUDUS TRUST CENTRAL INDEX KEY: 0000832545 IRS NUMBER: 680163788 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-21677 FILM NUMBER: 19639717 BUSINESS ADDRESS: STREET 1: 211 MAIN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 1-415-667-7000 MAIL ADDRESS: STREET 1: 211 MAIN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: BARR ROSENBERG SERIES TRUST DATE OF NAME CHANGE: 19961003 FORMER COMPANY: FORMER CONFORMED NAME: ROSENBERG SERIES TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ROSENBERG SMALL CAPITALIZATION FUND DATE OF NAME CHANGE: 19881030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHWAB INVESTMENTS CENTRAL INDEX KEY: 0000869365 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-37459 FILM NUMBER: 19639718 BUSINESS ADDRESS: STREET 1: 211 MAIN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 1-415-667-7000 MAIL ADDRESS: STREET 1: 211 MAIN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHWAB ANNUITY PORTFOLIOS CENTRAL INDEX KEY: 0000918266 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-74534 FILM NUMBER: 19639719 BUSINESS ADDRESS: STREET 1: 211 MAIN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 1-415-667-7000 MAIL ADDRESS: STREET 1: 211 MAIN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHWAB STRATEGIC TRUST CENTRAL INDEX KEY: 0001454889 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-160595 FILM NUMBER: 19639716 BUSINESS ADDRESS: STREET 1: 211 MAIN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 1-415-667-7000 MAIL ADDRESS: STREET 1: 211 MAIN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: Schwab Strategic Trust DATE OF NAME CHANGE: 20090127 0000832545 S000025589 Laudus U.S. Large Cap Growth Fund C000076665 Laudus U.S. Large Cap Growth Fund LGILX 0000857156 S000004500 Schwab AMT Tax-Free Money Fund C000012374 Sweep Shares SWFXX C000039063 Investor Shares SWWXX 0000857156 S000004504 Schwab Cash Reserves C000012378 Sweep Shares SWSXX 0000857156 S000004506 Schwab Government Money Fund C000012381 Sweep Shares SWGXX C000151955 Investor Shares SNVXX 0000857156 S000004507 Schwab U.S. Treasury Money Fund C000012382 Sweep Shares SWUXX C000198373 Investor Shares SNSXX 0000857156 S000004508 Schwab Value Advantage Money Fund C000012383 Investor Shares SWVXX C000038267 Ultra Shares SNAXX 0000857156 S000004509 Schwab Retirement Advantage Money Fund C000012386 Schwab Retirement Advantage Money Fund SWIXX 0000857156 S000004510 Schwab Investor Money Fund C000012387 Schwab Investor Money Fund SWRXX 0000857156 S000004511 Schwab Municipal Money Fund C000012388 Sweep Shares SWXXX C000012389 Investor Shares SWTXX C000012391 Ultra Shares SWOXX 0000857156 S000004512 Schwab California Municipal Money Fund C000012392 Sweep Shares SWCXX C000012393 Investor Shares SWKXX 0000857156 S000004513 Schwab New York Municipal Money Fund C000012394 Sweep Shares SWNXX C000012395 Investor Shares SWYXX 0000857156 S000036659 Schwab Treasury Obligations Money Fund C000112046 Investor Shares SNOXX C000112047 Sweep Shares SNTXX 0000857156 S000052458 Schwab Variable Share Price Money Fund C000164902 Ultra Shares SVUXX C000164905 Investor Shares SVOXX 0000857156 S000053802 Schwab Retirement Government Money Fund C000169257 Schwab Retirement Government Money Fund SNRXX 0000869365 S000006815 Schwab Tax-Free Bond Fund C000018447 Schwab Tax-Free Bond Fund SWNTX 0000869365 S000006818 Schwab California Tax-Free Bond Fund C000018451 Schwab California Tax-Free Bond Fund SWCAX 0000869365 S000006819 Schwab Treasury Inflation Protected Securities Index Fund C000018453 Schwab Treasury Inflation Protected Securities Index Fund SWRSX 0000869365 S000015878 Schwab Global Real Estate Fund C000043612 Schwab Global Real Estate Fund SWASX 0000869365 S000056207 Schwab U.S. Aggregate Bond Index Fund C000176960 Schwab U.S. Aggregate Bond Index Fund SWAGX 0000869365 S000056208 Schwab Short-Term Bond Index Fund C000176961 Schwab Short-Term Bond Index Fund SWSBX 0000918266 S000006545 Schwab Government Money Market Portfolio C000017880 Schwab Government Money Market Portfolio SWPXX 0000918266 S000006547 Schwab S&P 500 Index Portfolio C000017882 Schwab S&P 500 Index Portfolio SWP1Z 0000918266 S000036326 Schwab VIT Balanced Portfolio C000111125 Schwab VIT Balanced Portfolio SWB1Z 0000918266 S000036327 Schwab VIT Balanced with Growth Portfolio C000111126 Schwab VIT Balanced with Growth Portfolio SWC1Z 0000918266 S000036328 Schwab VIT Growth Portfolio C000111127 Schwab VIT Growth Portfolio SWG1Z 0001454889 S000026631 Schwab U.S. Broad Market ETF C000079978 Schwab U.S. Broad Market ETF SCHB 0001454889 S000026632 Schwab U.S. Large-Cap ETF C000079979 Schwab U.S. Large-Cap ETF SCHX 0001454889 S000026633 Schwab U.S. Large-Cap Growth ETF C000079980 Schwab U.S. Large-Cap Growth ETF SCHG 0001454889 S000026634 Schwab U.S. Large-Cap Value ETF C000079981 Schwab U.S. Large-Cap Value ETF SCHV 0001454889 S000026635 Schwab U.S. Mid-Cap ETF C000079982 Schwab U.S. Mid-Cap ETF SCHM 0001454889 S000026636 Schwab U.S. Small-Cap ETF C000079983 Schwab U.S. Small-Cap ETF SCHA 0001454889 S000026637 Schwab International Equity ETF C000079984 Schwab International Equity ETF SCHF 0001454889 S000026638 Schwab International Small-Cap Equity ETF C000079985 Schwab International Small-Cap Equity ETF SCHC 0001454889 S000026639 Schwab Emerging Markets Equity ETF C000079986 Schwab Emerging Markets Equity ETF SCHE 0001454889 S000029407 Schwab U.S. TIPS ETF C000090317 Schwab U.S. TIPS ETF SCHP 0001454889 S000029408 Schwab Short-Term U.S. Treasury ETF C000090318 Schwab Short-Term U.S. Treasury ETF SCHO 0001454889 S000029409 Schwab Intermediate-Term U.S. Treasury ETF C000090319 Schwab Intermediate-Term U.S. Treasury ETF SCHR 0001454889 S000030518 Schwab U.S. REIT ETF C000094080 Schwab U.S. REIT ETF SCHH 0001454889 S000033156 Schwab U.S. Aggregate Bond ETF C000102078 Schwab U.S. Aggregate Bond ETF SCHZ 0001454889 S000034163 Schwab U.S. Dividend Equity ETF C000105320 Schwab U.S. Dividend Equity ETF SCHD 0001454889 S000040876 Schwab Fundamental U.S. Broad Market Index ETF C000126714 Schwab Fundamental U.S. Broad Market Index ETF FNDB 0001454889 S000040877 Schwab Fundamental U.S. Large Company Index ETF C000126715 Schwab Fundamental U.S. Large Company Index ETF FNDX 0001454889 S000040878 Schwab Fundamental U.S. Small Company Index ETF C000126716 Schwab Fundamental U.S. Small Company Index ETF FNDA 0001454889 S000040879 Schwab Fundamental International Large Company Index ETF C000126717 Schwab Fundamental International Large Company Index ETF FNDF 0001454889 S000040880 Schwab Fundamental International Small Company Index ETF C000126718 Schwab Fundamental International Small Company Index ETF FNDC 0001454889 S000040881 Schwab Fundamental Emerging Markets Large Company Index ETF C000126719 Schwab Fundamental Emerging Markets Large Company Index ETF FNDE 0001454889 S000059091 Schwab 1000 Index ETF C000193734 Schwab 1000 Index ETF SCHK 497 1 d682533d497.htm FORM 497 Form 497

THE CHARLES SCHWAB FAMILY OF FUNDS

SCHWAB ANNUITY PORTFOLIOS

SCHWAB INVESTMENTS

(except Schwab 1000 Index® Fund)

LAUDUS TRUST

SCHWAB STRATEGIC TRUST

(all series)

Supplement dated February 28, 2019, to all currently effective Statements of Additional Information

(SAIs) for each series of the aforementioned Trusts.

 

 

This supplement provides new and additional information beyond that contained

in the SAIs and should be read in conjunction with the SAIs.

Revised Proxy Voting Policy and Procedures Appendix

The Appendix entitled “Proxy Voting Policy and Procedures” in each SAI is deleted and replaced in its entirety with the attached Appendix.

 

REG105939-00 (02/19)

00226603


Charles Schwab Investment Management, Inc.

The Charles Schwab Family of Funds

Schwab Investments

Schwab Capital Trust

Schwab Annuity Portfolios

Laudus Trust

Schwab Strategic Trust

 

 

PROXY VOTING POLICY AND PROCEDURES

AS OF MARCH, 2019

 

 

I.

INTRODUCTION

Charles Schwab Investment Management, Inc. (“CSIM”), as an investment adviser, is generally responsible for voting proxies with respect to the securities held in accounts of investment companies and other clients for which it provides discretionary investment management services. CSIM’s Proxy Committee exercises and documents CSIM’s responsibility with regard to voting of client proxies (the “Proxy Committee”). The Proxy Committee is composed of CSIM personnel, including representatives from the Fund Administration, Portfolio Management, and Investment Risk and Oversight departments, with input from other relevant departments. The Proxy Committee reviews these policies periodically. The policies stated in these Proxy Voting Policy and Procedures (the “Proxy Policies”) pertain to all of CSIM’s clients.

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 the Schwab Funds and Laudus Funds, the “Funds”) have delegated the responsibility for voting proxies to CSIM through their respective investment advisory agreements. The Board has adopted these Proxy Policies with respect to proxies voted on behalf of the various series of the Schwab Funds, Laudus Funds, and Schwab ETFs. CSIM will present amendments to the Board for approval. However, there may be circumstances where the Proxy Committee deems it advisable to amend these Proxy Policies between regular Schwab Funds, Laudus Funds and Schwab ETFs Board meetings. In such cases, the Board will be asked to ratify any changes at its next regular meeting.

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 making the determination of how to vote the shares to seek to maximize the value of that particular holding.

 

II.

PHILOSOPHY

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 GUIDELINES

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 receives and reviews Glass Lewis’ proxy voting policies and procedures (“Glass Lewis’ Proxy Policies”) and evaluates them in light of the long-term best interests of shareholders. CSIM generally utilizes Glass Lewis’ Proxy Policies (which are posted on the Funds’ website) except in instances where Glass Lewis’ Proxy Policies do not align with CSIM’s proxy voting philosophy, in which case CSIM creates a custom voting policy to reflect its views on a given topic.

The following is a summary of key guidelines which are grouped according to types of proposals usually presented to shareholders in proxy statements.

 

  A.

DIRECTORS AND AUDITORS

 

  i.

Directors

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.

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 a majority of shareholders

 

 

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  ii.

Auditors

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

 

  B.

BOARD MATTERS

 

  i.

Classified Boards

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

 

  ii.

Majority Voting

CSIM generally supports majority voting proposals when they call for plurality voting standards in contested elections.

 

  iii.

Cumulative Voting

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.

 

  iv.

Proxy Access

CSIM typically does not support proxy access proposals unless CSIM has particular concerns regarding the board’s accountability or responsiveness to shareholders.

 

 

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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

 

  v.

Independent Chair

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

 

  C.

COMPENSATION

 

  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.

 

 

     4


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.

 

  D.

ANTI-TAKEOVER

 

  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.

 

 

     5


  iv.

Supermajority Voting

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.

 

  ii.

Preferred 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.

 

IV.

ADMINISTRATION

 

  A.

CONFLICTS OF INTERESTS

With respect to proxies of an underlying affiliated Fund, the Proxy Committee will vote such proxies in the same proportion as the vote of all other shareholders of such Fund (i.e., “echo vote”), unless otherwise required by law. When required by law or applicable exemptive order, the Proxy Committee will also “echo vote” proxies of an unaffiliated mutual fund or exchange traded fund (“ETF”). For example, certain exemptive orders issued to the Funds by the Securities and Exchange Commission and Section 12(d)(1)(F) of the Investment Company Act of 1940, as amended, require the Funds, under certain circumstances, to

 

 

     6


“echo vote” proxies of registered investment companies that serve as underlying investments of the Funds.

In addition, with respect to holdings of The Charles Schwab Corporation (“CSC”) (ticker symbol: SCHW), the Proxy Committee will vote such proxies in the same proportion as the vote of all other shareholders of CSC (i.e., “echo vote”), unless otherwise required by law.

Other than proxies that will be “echo voted”, proxy issues that present material conflicts of interest between CSIM, and/or any of its affiliates, and CSIM’s clients, will be delegated to Glass Lewis to be voted in accordance with CSIM’s Proxy Voting Guidelines.

 

  B.

FOREIGN SECURITIES/SHAREBLOCKING

CSIM has arrangements with Glass Lewis for the execution of proxy votes. However, voting proxies with respect to shares of foreign securities may involve significantly greater effort and corresponding cost than voting proxies with respect to domestic securities due to the variety of regulatory schemes and corporate practices in foreign countries with respect to proxy voting. Problems voting foreign proxies may include the following:

 

   

proxy statements and ballots written in a foreign language;

 

   

untimely and/or inadequate notice of shareholder meetings;

 

   

restrictions of foreigner’s ability to exercise votes;

 

   

requirements to vote proxies in person;

 

   

requirements to provide local agents with power of attorney to facilitate CSIM’s voting instructions.

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 (shareblocking).

 

  C.

SECURITIES LENDING

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 and vote such securities’ proxies in certain circumstances including if (a) the proxy relates to a special meeting of shareholders of the issuer (as opposed to the issuer’s annual meeting of shareholders), or (b) the Fund owns more than 5% of the outstanding shares of the issuer.

 

 

     7


  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.

 

 

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