Correspondence 0001104659-25-081325 from SCHWAB CAPITAL TRUST (CIK 0000904333)
SCHWAB CAPITAL TRUST (CIK 0000904333)
Date: Aug. 21, 2025 · CIK: 0000904333 · Accession: 0001104659-25-081325
AI Filing Summary & Sentiment
File numbers found in text: 811-05547, 811-05954, 811-06200, 811-07704, 811-08314, 811-22311
Referenced dates: May 26, 2022
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CORRESP
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1900 K Street, NW
Washington, DC 20006
+1 202 261 3300 Main
+1 202 261 3333 Fax
www.dechert.com
August 21, 2025
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 Charles Schwab Family of Funds (File No. 811-05954); Laudus
Trust (File No. 811-05547); Schwab Annuity Portfolios (File No. 811-08314); Schwab Capital Trust (File No. 811-07704); Schwab Investments
(File No. 811-06200); and Schwab Strategic Trust (File No. 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 Dana Smith and Alexandra Riedel of Charles Schwab Investment Management, Inc., dba Schwab Asset
Management ("Schwab"), and Stephen Cohen and Phillip Garber of Dechert LLP on July 22, 2025, in connection with your review
of certain filings and other materials of select series of the Registrants as set forth in Appendix A (each, a "Fund") pursuant
to the Sarbanes-Oxley Act of 2002. A summary of your comments, followed by the Registrants' responses, is set forth below:
Shareholder
Reports
1. Comment : The fund statistics section for the Schwab Value Advantage Money Fund's shareholder
report includes net assets on a per class basis. The staff ("Staff") of the Securities and Exchange Commission ("SEC")
notes that Form N-1A Item 27A(e) requires disclosure of net assets of the Fund in this section.
Response :
The Registrant will disclose Fund net assets in future shareholder reports.
2. Comment : For each Fund listed below, the 1-year total average annual return disclosed in
the Fund's shareholder report did not align with the 1-year total return disclosed in the Fund's financial highlights. The
Staff notes that Form N-1A Item 27A(d)(2) Instruction 5 requires a fund to use the 1-year total return in the fund's most recent
audited financial highlights for the 1-year annual total return without sales charges.
· Schwab Health Care Fund
· Schwab U.S. Dividend Equity ETF
· Schwab Short-Term U.S. Treasury ETF
· Schwab VIT Balanced Portfolio
· Schwab Crypto Thematic ETF
· Schwab Target 2045 Index Fund
· Schwab Target 2065 Index Fund
· Schwab Fundamental U.S. Small Company ETF
Response : Registrants
note that performance in the shareholder reports for these Funds was based on a shareholder's transactional net asset value to better
reflect the performance that shareholders would receive in their accounts, consistent with the methodology used to report performance
in the management discussion of fund performance reporting section prior to the tailored shareholder report amendments. The Registrants
confirm that they will disclose the 1-year total average annual returns based on the most recent audited financial highlights in future
shareholder reports.
3. Comment : The Staff notes that Rule 30e-1(b)(2) of the Investment Company Act of 1940, as
amended (the "1940 Act"), requires open-end management investment companies to make Items 8 through 11 of Form N-CSR publicly
accessible, free of charge, at the website address specified at the beginning of the shareholder report. Please confirm how the Registrants
comply with this requirement.
Response :
Registrants note that each Fund makes available Items 8 through 11 on its website. The information can be accessed from the link provided
in the regulatory document which brings the user to a landing page on which the various regulatory documents are available. Any disclosures
filed on Form N-CSR in response to Items 8 through 11 would be included in the document entitled "Annual Holdings and Financial
Statements" and "Semiannual Holdings and Financial Statements" on this landing page. The Registrants will enhance the
way they make these available on their website by including references to Items 7 through 11 in future holdings and financial statements
reports.
4. Comment : The Staff notes that Items 10 and 11 of the Registrants' Form N-CSRs include
a cross-reference to Item 7. When referring to Item 7, please consider ways to make it easier for investors to locate the required disclosure.
Response : The Registrants
confirm that they will consider adding more specificity to the cross-references to make it easier for investors to locate the required
disclosure.
5. Comment : The Staff notes that Item 11 of the Form N-CSRs filed by Schwab Annuity Portfolios
and Schwab Capital Trust for the fiscal year ended December 31, 2024 includes
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a cross-reference to a report filed under Item 7, but the
report filed under Item 7 does not contain a statement regarding the basis for approval of the investment advisory contract.
Response : The Registrants
confirm the statement regarding the basis for approval of the investment advisory contract was included in the N-CSR filed for the period
ended June 30, 2024. The Registrants will enhance this disclosure in future filings.
Financial Statements
6. Comment : The Staff notes that in the Schedule of Investments in the Schwab Municipal Bond
ETF's financial statements indicate that the Fund invests in zero coupon securities. Please consider showing a yield or some other
indicator of the rate at which the income from these investments is recognized.
Response : The Registrants
will add the requested disclosure in future filings.
7. Comment : The Staff notes that the Schedule of Investments for certain Funds showed investments
in preferred stocks. If the dividend rate for preferred stocks is known, please disclose the rate as required by footnote 4 of Regulation
S-X rule 12-12.
Response : It is the Registrants'
practice to disclose the dividend rate, if known, with each filing cycle. The Registrants note that the Schedules of Investments for the
Funds reviewed showed preferred stocks for which the Registrant did not know the dividend rate.
8. Comment : The Staff notes that closed-end funds that are disclosed on the Schedule of Investments
in the financial statements of the Schwab Municipal Money Fund and Schwab AMT Tax-Free Money Fund are categorized based on the state of
organization of the closed-end fund rather than the state in which the investments are made by the closed-end fund. Please explain the
categorizations of the variable rate demand preferred shares held by the closed-end funds.
Response : It is the Registrants'
practice to categorize closed-end fund investments based on the state in which the investments are made by the closed-end funds. Closed-end
funds that hold investments across multiple states are categorized as multiple states. Closed-end fund investments are not classified
by the state of organization of the closed-end fund.
9. Comment : The Staff notes that the notes to the financial statements for the exchange-traded
funds ("ETFs") indicate there are variable charges paid to the ETFs. Please disclose the accounting policy for these variable
charges paid to the ETFs.
Response : The Registrants
will add the requested disclosure in future filings.
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10. Comment : In future Form N-CSR filings, please disclose more detail in your response to Item
4(b) and 4(c) about the nature of the services rendered by the principal accountant for the audit-related fees and the tax fees.
Response : The Registrants
will further enhance their disclosure to include more detail in future Form N-CSR filings for Item 4(b) and 4(c) consistent with industry
practice.
11. Comment : The Staff notes that the website for the money market funds include references
to the daily liquid asset and weekly liquid asset requirements that applied before the recent amendments to rule 2a-7 under the 1940 Act
(10 and 30 percent, respectively). Please update these references to reflect the daily liquid asset and weekly liquid asset requirements
under the amended rule 2a-7 (25 and 50 percent, respectively).
Response : The Registrants
confirm that these changes have been incorporated.
Prospectus
12. Comment : The Staff notes that the Schwab High Yield Bond ETF's fee table includes
a footnote indicating that the Fund's other expenses are estimated. The Staff notes that the Fund had at least one year of operating
history at the time of the prospectus update. Please confirm whether other expenses are estimated.
Response : The Registrant
confirms that other expenses are based on actual amounts for the most recent fiscal year. The Registrant will remove the footnote at the
next opportunity.
13. Comment : The Staff notes that some of the international ETFs incurred professional fees
relating to tax reclaims, but the expense table for these Funds indicate "None" in the other expenses line item. Please consider
whether the fee table should state "None" for other expenses when these Funds are incurring other expenses.
Response : As noted
on the telephone conference held on April 29, 2022 and our response to the Staff's comments dated May 26, 2022, Schwab
generally views professional fees and reimbursements made to the investment adviser in the amounts of less than 0.01% ( i.e. ,
one basis point) of the average net assets of a Fund to be immaterial. In this case, the total amount of professional fees and
reimbursements associated with tax reclaims for any Fund amounted to less than one basis point, and in relation to the size of the
Funds, Schwab deemed such amounts to be immaterial. These fees are paid upfront by the Funds and are contractually waived by the
investment adviser. In addition, these are non-routine fees, infrequent in occurrence and subject to repayment to the investment
adviser only if the Fund successfully recovers income related to foreign tax reclaims. Professional fees
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associated with upfront
professional fees for tax reclaims are presented as an expense and expense reduction along with an explanatory footnote in the
Statement of Operations, and all details are presented on a gross basis in the notes to financial statements, affiliated transaction
section. Repayment made to the investment adviser for previously waived upfront professional fees occurs when the Fund recognizes
income. When income recognition occurs, the investment adviser is repaid for previously waived professional fees associated with
foreign tax reclaims. Repayment of previously waived fee amounts are presented net of dividend income and are measured for separate
disclosure when the amount exceeds one basis point of average net assets. All details related to a Fund's foreign tax reclaim
activities during the period are disclosed on a gross basis in the notes to financial statements, affiliated transaction
section.
Because the professional fees relating
to tax reclaims were less than one basis point and immaterial to the Funds, they did not impact the Total Annual Fund Operating Expenses
shown for the Funds. However, going forward, the Registrant will update the Fund Fees and Expenses tables for these Funds to show a number
( i.e. , 0.00%) rather than "None" at each Fund's next annual update.
14. Comment : Please confirm whether the Schwab Core Equity Fund, Schwab Large-Cap Growth Fund,
and Schwab Select Large Cap Growth Fund meet the diversification requirements for a "diversified" fund.
Response : The Registrants
confirm that the Schwab Core Equity Fund, Schwab Large-Cap Growth Fund, and Schwab Select Large Cap Growth Fund meet the requirements
for a "diversified" fund under Section 5(b)(1) and 5(c) of the 1940 Act. The Registrants note that Section 5(c) of the 1940
Act states that "a registered diversified company which at the time of its qualification as such meets the requirements of paragraph
(1) of subsection (b) shall not lose its status as a diversified company because of any subsequent discrepancy between the value of its
various investments and the requirements of said paragraph, so long as any such discrepancy existing immediately after its acquisition
of any security or other property is neither wholly nor partly the result of such acquisition."
N-CEN
15. Comment : The Staff notes that the Schwab U.S. Broad Market ETF checked Item C.6.b(i)(1)
on Form N-CEN, indicating that the Fund liquidated collateral pledged for securities lending. Please provide additional information describing
the resolution of the issue and any impact to the Fund's NAV and/or control structure.
Response : The Registrant
notes that the Schwab U.S. Broad Market ETF's response to Item C.6.b(i)(1) on Form N-CEN, indicating that the fund liquidated collateral
pledged for
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securities lending, is correct. There was one instance during the period covered by the report where the Fund forced a purchase
from a lender as a result of the Fund selling out of a security position in which the collateral was liquidated to make the Fund whole.
The amount of collateral liquidated was less than $100,000, and there was no impact to the Fund's controls related to the securities
lending program oversight or its net asset value.
* * *
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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Appendix A
File #
Registrant Name
Series Name
FYE
Reviewed
811-05954
CHARLES SCHWAB FAMILY OF FUNDS
Schwab AMT Tax-Free Money Fund
12/31/2024
811-05954
CHARLES SCHWAB FAMILY OF FUNDS
Schwab California Municipal Money Fund
12/31/2024
811-05954
CHARLES SCHWAB FAMILY OF FUNDS
Schwab Government Money Fund
12/31/2024
811-05954
CHARLES SCHWAB FAMILY OF FUNDS
Schwab Municipal Money Fund
12/31/2024
811-05954
CHARLES SCHWAB FAMILY OF FUNDS
Schwab New York Municipal Money Fund
12/31/2024
811-05954
CHARLES SCHWAB FAMILY OF FUNDS
Schwab Retirement Government Money Fund
12/31/2024
811-05954
CHARLES SCHWAB FAMILY OF FUNDS
Schwab Treasury Obligations Money Fund
12/31/2024
811-05954
CHARLES SCHWAB FAMILY OF FUNDS
Schwab U.S. Treasury Money Fund
12/31/2024
811-05954
CHARLES SCHWAB FAMILY OF FUNDS
Schwab Value Advantage Money Fund
12/31/2024
811-05547
LAUDUS TRUST
Schwab Select Large Cap Growth Fund
3/31/2025
811-08314
SCHWAB ANNUITY PORTFOLIOS
Schwab Government Money Market Portfolio
12/31/2024
811-08314
SCHWAB ANNUITY PORTFOLIOS
Schwab S&P 500 Index Portfolio
12/31/2024
811-08314
SCHWAB ANNUITY PORTFOLIOS
Schwab VIT Balanced Portfolio
12/31/2024
811-08314
SCHWAB ANNUITY PORTFOLIOS
Schwab VIT Balanced with Growth Portfolio
12/31/2024
811-08314
SCHWAB ANNUITY PORTFOLIOS
Schwab VIT Growth Portfolio
12/31/2024
811-07704
SCHWAB CAPITAL TRUST
Schwab Balanced Fund
10/31/2024
811-07704
SCHWAB CAPITAL TRUST
Schwab Core Equity Fund
10/31/2024
811-07704
SCHWAB CAPITAL TRUST
Schwab Dividend Equity Fund
10/31/2024
811-07704
SCHWAB CAPITAL TRUST
Schwab Fundamental Emerging Markets Equity Index Fund
10/31/2024
811-07704
SCHWAB CAPITAL TRUST
Schwab Fundamental International Equity Index Fund
10/31/2024
811-07704
SCHWAB CAPITAL TRUST
Schwab Fundamental International Small Equity Index Fund
10/31/2024
File #
Registrant Name
Series Name
FYE
Reviewed
811-07704
SCHWAB CAPITAL TRUST
Schwab Fundamental U.S. Large Company Index Fund
10/31/2024
811-07704
SCHWAB CAPITAL TRUST
Schwab Fundamental U.S. Small Company Index Fund
10/31/2024
811-07704
SCHWAB CAPITAL TRUST
Schwab Health Care Fund
10/31/2024
811-07704
SCHWAB CAPITAL TRUST
Schwab International Core Equity Fund
10/31/2024
811-07704
SCHWAB CAPITAL TRUST
Schwab International Index Fund
10/31/2024
811-07704
SCHWAB CAPITAL TRUST
Schwab International Opportunities Fund
10/31/2024
811-07704
SCHWAB CAPITAL TRUST
Schwab Large-Cap Growth Fund
10/31/2024
811-07704
SCHWAB CAPITAL TRUST
Schwab MarketTrack All Equity Portfolio
10/31/2024
811-07704
SCHWAB CAPITAL TRUST
Schwab MarketTrack Balanced Portfolio
10/31/2024