SecProbe.io

CORRESP
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April 8, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ms. Christina Fettig

 Re: Sarbanes-Oxley
                                            Review of Select Series of Schwab Capital Trust (File Nos. 033-62470 and 811-07704);
                                            Schwab Investments (File Nos. 033-37459 and 811-06200); and Schwab Strategic Trust (File
                                            Nos. 333-160595 and 811-22311) (each, a “Registrant” and collectively, the “Registrants”)

Dear Ms. Fettig:

This letter responds
to comments that you conveyed orally via a telephone conference with Robin Nesbitt and Michael Cirelli of Charles Schwab Investment Management, Inc.,
dba Schwab Asset Management (“Schwab”), and Stephen Cohen and Phillip Garber of Dechert LLP on March 9, 2022, in connection
with your review of certain filings and other materials of select series of the Registrants (each, a “Fund”) pursuant to
the Sarbanes-Oxley Act of 2002. As you noted during the telephone conference, your comments relate to the Registrants’ most recent
annual and semi-annual reports to shareholders (collectively, the “Reports”) filed with the Securities and Exchange Commission
(“SEC”), and you noted that the Registrants should incorporate any changes resulting from your comments in future shareholder
reports, as applicable. A summary of your comments, followed by the Registrants’ responses, is set forth below:

Prospectus

 1. Comment: The SEC staff (“Staff”) notes that investments in Chinese companies represent
                                            a significant portion of the Schwab Emerging Markets Equity ETF’s portfolio. Please
                                            consider adding risk disclosure to the Fund’s prospectus to address the risks specific
                                            to investing in China.

Response: The Schwab Emerging Markets Equity ETF prospectus currently includes risk disclosure that addresses
the risks specific to foreign investments and emerging markets that covers in all material respects the risks associated with the Fund’s
investments in Chinese companies. The Registrant further notes that the Item 9 disclosure in the statutory prospectus provides a “Variable
Interest Entities Risk” and the Statement of Additional Information provides detailed disclosure regarding the risks of investing
in China. The

Registrant will continue to review the applicable disclosure and determine what, if any, changes are necessary.

 2. Comment: The
                                            Staff notes that the Schwab Large-Cap Growth Fund holds several issuers that individually
                                            comprise more than 5% of the Fund’s portfolio and collectively comprise more than 35%
                                            of the Fund’s portfolio. In light of the forgoing, please explain how the Fund meets
                                            the diversification requirements of the Investment Company Act of 1940 (the “1940 Act”).

Response: Under the 1940 Act and the rules, regulations and interpretations thereunder, a “diversified
company,” as to 75% of its total assets, may not purchase securities of any issuer (other than obligations of, or guaranteed by,
the U.S. government or its agencies, or instrumentalities 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 more than 10% of the issuer’s voting securities would
be held by the fund. With respect to 75% of the Fund’s assets, the Fund notes that it has not purchased the securities of any issuer
that resulted in more than 5% of its assets being invested in such issuer. Rather, the Fund’s collective position of more than
35% in portfolio holdings of several issuers that individually comprise more than 5% of the Fund’s portfolio is the result of market
fluctuations that occurred after the Fund’s purchase of such issuers. As such, the Fund has at all times satisfied the diversification
requirements of the 1940 Act.

 3. Comment:
                                            The Staff notes that each of the Schwab U.S. Large-Cap Growth Index Fund, the Schwab
                                            Large-Cap Growth Fund, and the Schwab U.S. Large-Cap Growth ETF had significant exposure
                                            to the information technology sector over the past three years. Please consider adding disclosure
                                            to the prospectus for these Funds to address the risks specific to investments in the information
                                            technology sector.

Response: Schwab
has reviewed the prospectuses of the Funds identified by the Staff as having made significant investments in the information
technology sector and believes that the current prospectus disclosure appropriately describes each Fund’s principal investment
strategies and corresponding risks. The Registrants therefore respectfully decline to add the suggested disclosure. However, in-line
with the Registrant’s current practice, the Registrants will consider risk disclosure updates, as it deems appropriate, in
connection with the next annual update.

Financial
Statements

4. Comment: The Staff notes that Schedule of Investments included in the shareholder reports of certain Funds, including for example the Schwab
U.S. Aggregate Bond Index Fund, indicate the Funds hold securities that convert to floating rate after fixed rate period.

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  Consider disclosing when the fixed rate period will terminate and what
                                    the floating rate will be upon the termination of the fixed rate period. Please refer to the minutes of the February 20, 2018
                                    meeting of AICPA Investment Company Expert Panel for guidance on this topic.

Response: The Registrants will include additional disclosure in response to this comment in future shareholder
reports.

 5. Comment: Please respond to the following questions relating to professional fees associated with
                                            the filing of foreign tax reclaims:

 (i) The Staff
                                            notes that professional fees associated with the filing of foreign tax reclaims appear to
                                            be netted against recovered foreign tax reclaims in the Statement of Operations. Please explain
                                            the rationale for netting the professional fees against recovered foreign tax reclaims instead
                                            of disclosing the recovered reclaims as an expense.

 (ii) Please
                                            explain whether the Funds have entered into closing agreements with the Internal Revenue
                                            Service on any foreign tax reclaims and, if so, how the professional fees may be presented
                                            in the financial statements.

 (iii) The
                                            Staff notes that certain Funds have recaptured professional fees. Please explain whether
                                            the Funds should have indicated their responses to Item C.8 of Form N-CEN that (a) the
                                            Fund had an expense limitation arrangement in place during the reporting period; (b) whether
                                            any expenses were reduced or waived pursuant to the expense limitation arrangement during
                                            the period; (c) whether the fees waived were subject to recoupment; and (d) whether
                                            any expenses previously waived were recouped during the period.

Response: By way of background, the Funds pay professional fees for filing the foreign tax reclaims. Those
fees are waived by Schwab and are subject to recoupment by Schwab to the extent the Funds are able to recover foreign tax reclaims. During
the period, some of the Funds successfully recovered foreign tax reclaims and Schwab recouped the previously paid professional fees that
it had paid on behalf of the Funds.

 (i) As noted
                                            above, professional fees for filing the foreign tax reclaims are waived by Schwab and are
                                            subject to recoupment to the extent the Funds are able to recover foreign tax reclaims. As
                                            a result, once a Fund recovers a foreign tax reclaim, the professional fees are netted against
                                            recovered foreign tax reclaims instead of disclosing the recovered reclaims as an expense.

 (ii) No funds
                                            have entered into a closing agreement.

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 (iii) As noted
                                            above, Schwab agreed to pay the professional fees on behalf of the Funds in exchange for
                                            reimbursement of the professional fees upon the successful recovery of the foreign tax reclaims.
                                            The Funds will reflect the arrangement in response to Item C.8 in future filings.

 6. Comment: With respect to the Schwab International Opportunities Fund (formerly, the Laudus International
                                            MarketMasters Fund), please disclose in the financial notes that the sub-advisory fees payable
                                            to the Fund’s sub-advisers are paid by Schwab. If Schwab and the Fund do not have aggregate
                                            fee relief, disclose the sub-advisory fee rates payable to the sub-advisers.

Response: The Fund will revise the disclosure in future filings to clarify that the fees payable to the
sub-advisers are paid by Schwab. Schwab and the Fund have aggregate fee relief and therefore respectfully decline to disclose the rates.

 7. Comment: The disclosure in the Funds’ financial notes concerning transactions made pursuant
                                            to Rule 17a-7 of the 1940 Act includes the “Total Aggregate Transactions”
                                            and “Realized Gains (Losses)” associated with such transactions. Please explain
                                            how the total aggregate transaction figures are calculated. As part of your explanation,
                                            please confirm whether the figures are net of purchases and sales. Going forward, please
                                            disclose aggregate purchases and sales separately.

Response: “Total Aggregate Transactions” are not netted figures, they represent absolute amounts
for purchases and sales and then they are simply added together. The Registrants will disclose purchases and sales separately in future
shareholder reports.

 8. Comment: The Staff notes that the Schwab MarketTrack Portfolios have an expense limit of 50 basis
                                            points. The Funds appear to be operating under the expense limit, but the Statement of Operations
                                            include expense reductions. Please explain what these expense reductions relate to and whether
                                            they have been disclosed in the financial notes.

Response: The expense reductions relate to voluntary waivers for certain Funds that have both shareholder
servicing fees and transfer agency fees. These Funds waive the transfer agency fees when they are operating below their stated expense
cap.  The amounts related to this voluntary waiver are immaterial, and as such have not been discussed in the financial notes.

 9. Comment: In future Form N-CSR filings, please disclose more detail in your response to Item
                                            4.C about the nature of the services rendered by the principal accountant for the audit-related
                                            fees and the tax fees.

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Response: The Funds will consider disclosing more detail in future Form N-CSR filings consistent
with industry practice.

 10. Comment: In response to Item 27(d)(6)(i) concerning board approval of investment advisory
                                            contracts, please include more specificity in future Form N-CSR filings about the board’s
                                            review of Fund expenses. The Staff notes that the current disclosure indicates that the board
                                            reviewed information comparing the Funds’ expenses against those of other mutual funds,
                                            but the disclosure does not include specific detail about the Funds’ expenses.

Response: The Registrants believe that the current disclosure complies with the disclosure requirements
of Item 27(d)(6)(i) of Form N-1A. The disclosure identifies the material factors and the conclusions with respect thereto that
formed the basis of each board’s approval of the applicable advisory agreement. In addition, the disclosure describes the comparisons
that were relied on by the board and how the comparisons assisted the board in concluding that the applicable agreement should be approved.
Notwithstanding the foregoing, the Registrants will consider adding additional specificity in future reports regarding the board’s
consideration of Fund expenses.

 11. Comment: The Staff notes that the Schwab International Opportunities Fund (formerly, the Laudus
                                            International MarketMasters Fund) indicated in its response to Item C.7.e of Form N-CEN
                                            that the Fund relied on Rule 17a-7 during the period. However, the Fund’s financial
                                            notes did not include corresponding Rule 17a-7 disclosure. Please confirm whether Rule 17a-7
                                            disclosure should be included in the financial notes.

Response: The Fund confirms that Item C.7.e of its Form N-CEN was correctly checked because the Fund
engaged in transactions relying on Rule 17a-7 by one of its sub-advisers. The Fund will include corresponding Rule 17a-7 disclosure
in its financial notes in future filings.

 12. Comment: The Staff notes that the Schwab Opportunistic Municipal Bond Fund was formed as part
                                            of a shell merger and in connection with the merger underwent a change in the Fund’s
                                            independent registered public accountant. Although the financial statements did include the
                                            required change in accountant disclosure, it does not appear that the Fund filed a letter
                                            of the former auditor as required by Item 13(a)(4) of Form N-CSR. See IM-DCFO
                                            1998-04 Change in Independent Public Accountants.

Response: The Form N-CSR will be amended to include the required letter of the former auditor.

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* * *

Should you have
any questions or comments, please contact me at 202.261.3304.

Sincerely,

/s/ Stephen
T. Cohen

Stephen T. Cohen

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