UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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¨ | Preliminary Proxy Statement |
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x | Definitive Proxy Statement |
¨ | Definitive Additional Materials |
¨ | Soliciting Material Pursuant to §240.14a-12 |
Schwab Annuity Portfolios
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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/s/ Walter W. Bettinger II
CHAIRMAN
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 1, 2022
/s/ Jonathan de St. Paer
President and Chief Executive Officer
March 16, 2022
| | Proposal Summary | | | | Funds Voting on the Proposal | | |
| | Election of ten trustees to Schwab Annuity Portfolios, effective October 1, 2022. | | | | Each Fund in Schwab Annuity Portfolios will vote together with all other Funds of the Trust on the proposal. A list of the Funds is contained in Appendix A. | | |
| Name, Year of Birth, and Positions(s) with the Trusts; (Term of Office and Length of Time Served(1)) | | | Principal Occupations During the Past Five Years | | | Number of Portfolios in Fund Complex Overseen by the Trustee | | | Other Directorships Held by Trustee | |
| INTERESTED TRUSTEES | | |||||||||
| Walter W. Bettinger II(2) 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 and Chief Executive Officer (Oct. 2008-present) and President (Oct. 2008-Oct. 2021), The Charles Schwab Corporation; President and Chief Executive Officer (Oct. 2008-Oct. 2021) and Director (May 2008-Oct. 2021), 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 (Oct. 2020-present), TD Ameritrade Holding Corporation; Director (July 2016-Oct. 2021), Charles Schwab Investment Management, Inc. | | | 103 | | | Director (2008-present), CSC | |
| Name, Year of Birth, and Positions(s) with the Trusts; (Term of Office and Length of Time Served(1)) | | | Principal Occupations During the Past Five Years | | | Number of Portfolios in Fund Complex Overseen by the Trustee | | | Other Directorships Held by Trustee | |
| INTERESTED TRUSTEES | | |||||||||
| Richard A. Wurster(2) Nominee | | | President (Oct. 2021-present) and Executive Vice President – Schwab Asset Management Solutions (Apr. 2019-Oct. 2021), The Charles Schwab Corporation; President, Director (Oct. 2021-present), Executive Vice President – Schwab Asset Management Solutions (July 2019-Oct. 2021) and Senior Vice President – Advisory (May 2016-July 2019), Charles Schwab & Co., Inc.; President (Nov. 2021-present), Schwab Holdings, Inc.; Director (Oct. 2021- present) and Chief Executive Officer (Nov. 2019-Jan. 2022), Charles Schwab Investment Management, Inc.; Director, Chief Executive Officer and President (Mar. 2018- present), Charles Schwab Investment Advisory, Inc.; Chief Executive Officer (July 2016-Apr. 2018) and President (Mar. 2017-Apr. 2018), ThomasPartners, Inc.; Chief Executive Officer (July 2016-Apr. 2018), Windhaven Investment Management, Inc. | | | 103 | | | None | |
| INDEPENDENT TRUSTEES | | |||||||||
| Michael J. Beer Nominee | | | Retired. Director, President and Chief Executive Officer (Dec. 2016-Sept. 2019), Principal Funds (investment management). | | | 103 | | | Principal Funds, Inc. (Dec. 2016-Sept. 2019) | |
| 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) and President, PIMCO Funds. | | | 103 | | | None | |
| 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). | | | 103 | | | None | |
| Name, Year of Birth, and Positions(s) with the Trusts; (Term of Office and Length of Time Served(1)) | | | Principal Occupations During the Past Five Years | | | Number of Portfolios in Fund Complex Overseen by the Trustee | | | Other Directorships Held by Trustee | |
| 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 (2001-present). Formerly, Co-Chief Executive Officer, McKesson Corporation (healthcare services). | | | 103 | | | Director (2004- present), Corcept Therapeutics Incorporated Director (2009- 2021), 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). | | | 103 | | | 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 for consumers and small businesses). | | | 103 | | | 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). Formerly, Chief Financial Officer and Executive Vice President, First Data Corporation (financial services). | | | 103 | | | None | |
| Name, Year of Birth, and Positions(s) with the Trusts; (Term of Office and Length of Time Served(1)) | | | Principal Occupations During the Past Five Years | | | Number of Portfolios in Fund Complex Overseen by the Trustee | | | Other Directorships Held by Trustee | |
| INDEPENDENT TRUSTEES | | |||||||||
| J. Derek Penn 1957 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2021) | | | Head of Equity Sales and Trading (2006-2018), BNY Mellon (financial services). | | | 103 | | | None | |
Name of Independent Trustee | | | Aggregate Compensation from the Trust | | | Total Compensation from the Trust and the Family of Investment Companies | | ||||||
Robert W. Burns | | | | $ | 13,080 | | | | | $ | 333,064 | | |
Nancy F. Heller | | | | $ | 13,002 | | | | | $ | 331,070 | | |
David L. Mahoney | | | | $ | 13,080 | | | | | $ | 333,064 | | |
Jane P. Moncreiff | | | | $ | 13,785 | | | | | $ | 351,013 | | |
Kiran M. Patel | | | | $ | 13,707 | | | | | $ | 349,019 | | |
Kimberly S. Patmore | | | | $ | 13,002 | | | | | $ | 331,070 | | |
J. Derek Penn(1) | | | | $ | 7,531 | | | | | $ | 191,958 | | |
| | | Dollar Range of Equity Securities of each Fund | | ||||||||||||
Name of Trustee | | | 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 | |
INTERESTED TRUSTEES | | |||||||||||||||
Walter W. Bettinger II | | | None | | | None | | | None | | | None | | | None | |
Richard A. Wurster | | | None | | | None | | | None | | | None | | | None | |
INDEPENDENT TRUSTEES | | |||||||||||||||
Robert W. Burns | | | None | | | None | | | None | | | None | | | None | |
Nancy F. Heller | | | None | | | None | | | None | | | None | | | None | |
David L. Mahoney | | | None | | | None | | | None | | | None | | | None | |
Jane P. Moncreiff | | | None | | | None | | | None | | | None | | | None | |
Kiran M. Patel | | | None | | | None | | | None | | | None | | | None | |
Kimberly S. Patmore | | | None | | | None | | | None | | | None | | | None | |
J. Derek Penn(1) | | | None | | | None | | | None | | | None | | | None | |
Michael J. Beer | | | None | | | None | | | None | | | None | | | None | |
Name of Trustee | | | Aggregate Dollar Range of Equity Securities in All Funds Overseen or to be Overseen by Trustee or Nominee in Family of Investment Companies | |
INTERESTED TRUSTEES | | |||
Walter W. Bettinger II | | | Over $100,000 | |
Richard A. Wurster | | | Over $100,000 | |
INDEPENDENT TRUSTEES | | |||
Robert W. Burns | | | Over $100,000 | |
Nancy F. Heller | | | Over $100,000 | |
David L. Mahoney | | | Over $100,000 | |
Jane P. Moncreiff | | | Over $100,000 | |
Kiran M. Patel | | | Over $100,000 | |
Kimberly S. Patmore | | | Over $100,000 | |
J. Derek Penn(1) | | | None | |
Michael J. Beer | | | None | |
| Name of Officer, Year of Birth, and Positions(s) with the Trust (Term of Office and Length of Time Served(1)) | | | Principal Occupation(s) During the Past Five Years | |
| 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), Chief Operating Officer (Jan. 2020-present) and Chief Executive Officer (Apr. 2019-Nov. 2019), Charles Schwab Investment Management, Inc.; Senior Vice President (June 2020-present) and Chief Operating Officer (Jan. 2020-present), Charles Schwab Investment Advisory, Inc.; Chief Executive Officer (Apr. 2019-present), President (Nov. 2018-present) and Trustee (Apr. 2019-Dec. 2020), Schwab Funds and 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, Chief Financial Officer and Chief Operating 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, Chief Financial Officer (Jan. 2016- present) and Chief Operating Officer (Dec. 2020- present), Schwab Funds and ETFs; Assistant Treasurer (Dec. 2013-Dec. 2015), The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust; Assistant Treasurer (Nov. 2013-Dec. 2015), Schwab Strategic Trust; 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. | |
| Name of Officer, Year of Birth, and Positions(s) with the Trust (Term of Office and Length of Time Served(1)) | | | Principal Occupation(s) During the Past Five Years | |
| Omar Aguilar 1970 Vice President and Chief Investment Officer (Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2011) | | | Chief Executive Officer (Jan. 2022-present), Chief Investment Officer (Apr. 2011-present) and Senior Vice President (Apr. 2011-Dec. 2021), Charles Schwab Investment Management, Inc.; Vice President and Chief Investment Officer (June 2011-present), Schwab Funds and ETFs; Head of the Portfolio Management Group and Vice President of Portfolio Management (May 2009-Apr. 2011), Financial Engines, Inc. (investment management); Head of Quantitative Equity (July 2004-Jan. 2009), ING Investment Management. | |
| Brett Wander 1961 Vice President and Chief Investment Officer (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.; Vice President and Chief Investment Officer (June 2011-present), Schwab Funds and 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). | |
| William P. McMahon, Jr. 1972 Vice President and Chief Investment Officer (Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2021) | | | Senior Vice President and Chief Investment Officer (Jan. 2020-present), Charles Schwab Investment Management, Inc.; Vice President and Chief Investment Officer (June 2021-present), Schwab Funds and ETFs; Senior Vice President and Chief Investment Officer – ThomasPartners Strategies (Apr. 2018-Dec. 2019), Charles Schwab Investment Advisory, Inc.; Senior Vice President and Chief Investment Officer (May 2001-Apr. 2018), ThomasPartners, Inc. | |
| Catherine MacGregor 1964 Chief Legal Officer and Secretary, Schwab Funds and Schwab ETFs Chief Legal Officer, Vice President and Clerk, Laudus Trust (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 Trust; Chief Legal Officer and Secretary (Oct. 2021-present), Vice President (Nov. 2005-Oct. 2021) and Assistant Secretary (June 2007-Oct. 2021), The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios; Chief Legal Officer and Secretary (Oct. 2021-present), Vice President and Assistant Secretary (Oct. 2009-Oct. 2021), Schwab Strategic Trust. | |
Fiscal Year End | | | Fees | | |||
12/31/21 | | | | $ | 103,520 | | |
12/31/20 | | | | $ | 103,520 | | |
Fiscal Year End | | | Fees | | |||
12/31/21 | | | | $ | 9,000 | | |
12/31/20 | | | | $ | 9,000 | | |
Fiscal Year End | | | Fees(1) | | |||
12/31/21 | | | | $ | 15,500 | | |
12/31/20 | | | | $ | 15,500 | | |
Fiscal Year End | | | Fees | | |||
12/31/21 | | | | $ | 0 | | |
12/31/20 | | | | $ | 0 | | |
Fiscal Year End | | | Fees | | |||
12/31/21 | | | | $ | 3,088,431 | | |
12/31/20 | | | | $ | 3,577,864 | | |
Fund | | | Name and Address of Record or Beneficial Owner | | | Amount and Nature of Beneficial Ownership Shares Held | | | Percent of Fund | |
Schwab Government Money Market Portfolio | | | Great-West Life & Annuity VA-1 Signature 8515 E Orchard Rd Greenwood Village, CO 80111-5002 | | | 66,758,059.883 Record | | | 32.11% | |
| | | Great-West Life & Annuity FBO Schwab Annuities One Source Choice 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 | | | 40,906,673.373 Record | | | 19.68% | |
| | | Great-West Life & Annuity FBO Schwab Annuities Advisor Choice 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 | | | 30,317,239.975 Record | | | 14.58% | |
| | | Great-West Life & Annuity VA-1 Signature 8515 E Orchard Rd Greenwood Village, CO 80111-5002 | | | 28,351,224.924 Record | | | 13.64% | |
| | | Protective Life Insurance Company 2801 Highway 280 S Birmingham, AL 35223-2488 | | | 26,828,710.817 Record | | | 12.91% | |
Schwab S&P 500 Index Portfolio | | | Nationwide Life Insurance Co NWPP c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029 | | | 5,844,692.563 Record | | | 27.11% | |
| | | Great-West Life & Annuity VA-1 Signature 8517 E Orchard Rd Greenwood Village, CO 80111 | | | 3,236,211.904 Record | | | 15.01% | |
| | | Great-West Life & Annuity FBO Schwab Annuities One Source Choice 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 | | | 2,447,313.811 Record | | | 11.35% | |
| | | Nationwide Life Insurance Co NWPPVUL4 c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029 | | | 2,308,560.909 Record | | | 10.71% | |
| | | Protective Life Insurance Company 2801 Highway 280 S Birmingham, AL 35223-2488 | | | 1,465,143.085 Record | | | 6.80% | |
| | | Nationwide Life Insurance Co NWVLI4 c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029 | | | 1,365,244.212 Record | | | 6.33% | |
| | | Great-West Life & Annuity FBO Schwab Annuities Advisor Choice 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111-5002 | | | 1,353,858.304 Record | | | 6.28% | |
Fund | | | Name and Address of Record or Beneficial Owner | | | Amount and Nature of Beneficial Ownership Shares Held | | | Percent of Fund | |
| | | NYL Insurance and Annuity Corp COLI PPVUL c/o NYLIAC 51 Madison Ave New York, NY 10010 | | | 1,341,635.710 Record | | | 6.22% | |
| | | Great-West Life & Annuity VA-1 Signature 8515 E Orchard Rd Greenwood Village, CO 80111-5002 | | | 1,332,763.092 Record | | | 6.18% | |
Schwab VIT Balanced Portfolio | | | Pacific Life Insurance Separate Account A of Pacific Life Insurance Co 700 Newport Center Dr Newport Beach, CA 92660-6307 | | | 4,959,515.771 Record | | | 79.30% | |
| | | Protective Life Insurance Company 2801 Highway 280 S Birmingham, AL 35223-2488 | | | 640,782.264 Record | | | 10.25% | |
| | | Pacific Life Insurance Separate Account A of Pacific Life & Annuity Co 700 Newport Center Dr Newport Beach, CA 92660-6307 | | | 333,869.918 Record | | | 5.34% | |
Schwab VIT Balanced with Growth Portfolio | | | Pacific Life Insurance Separate Account A of Pacific Life Insurance Co 700 Newport Center Dr Newport Beach, CA 92660-6307 | | | 9,065,840.851 Record | | | 84.93% | |
| | | Protective Life Insurance Company 2801 Highway 280 S Birmingham, AL 35223-2488 | | | 654,128.603 Record | | | 6.13% | |
Schwab VIT Growth Portfolio | | | Pacific Life Insurance Separate Account A of Pacific Life Insurance Co 700 Newport Center Dr Newport Beach, CA 92660-6307 | | | 8,698,619.653 Record | | | 92.93% | |
Fund | | | Outstanding Shares(1) | | |||
Schwab Government Money Market Portfolio | | | | | 207,871,903.974 | | |
Schwab S&P 500 Index Portfolio | | | | | 21,558,503.848 | | |
Schwab VIT Balanced Portfolio | | | | | 6,253,800.906 | | |
Schwab VIT Balanced with Growth Portfolio | | | | | 10,674,864.828 | | |
Schwab VIT Growth Portfolio | | | | | 9,360,816.848 | | |
Total for Schwab Annuity Portfolios | | | | | 255,719,890.404 | | |
SCHWAB INVESTMENTS,
SCHWAB CAPITAL TRUST,
SCHWAB ANNUITY PORTFOLIOS,
LAUDUS TRUST
AND SCHWAB STRATEGIC TRUST
KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners] Date CHARLES SCHWAB & CO., INC. 9800 SCHWAB WAY LONE TREE, CO 80124 D72192-S43019 ! ! ! The Board of Trustees recommends that you vote FOR each of the nominees listed below: 01) Walter W. Bettinger II 02) Richard A. Wurster 03) Robert W. Burns 04) Nancy F. Heller 05) David L. Mahoney 06) Jane P . Moncreiff 07) Kiran M. Patel 08) Kimberly S. Patmore 09) J. Der ek Penn 10) Michael J. Beer 1. T o elect trustees for the Trust Nominees: For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the name(s) of the nominee(s) on the line below. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by an authorized officer. To vote by Internet 1) Read the Proxy Statement and have the proxy card below at hand. 2) Go to website www.proxyvote.com or scan the QR Barcode above. 3) Follow the instructions provided on the website. 4) T o attend and vote at the meeting, please register by going to Virtual Shareholder Meeting at https://www.viewproxy.com/schwab/broadridgevsm/. To vote by Telephone 1) Read the Proxy Statement and have the proxy card below at hand. 2) Call 1-800-690-6903 3) Follow the instructions. To vote by Mail 1) Read the Proxy Statement. 2) Check the appropriate box on the proxy card below. 3) Sign and date the proxy card. 4) Return the proxy card in the envelope provided. SCAN TO VIEW MATERIALS & VOTE w FUND NAME WILL PRINT HERE |
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on June 1, 2022 The proxy materials for this meeting are available at www.proxyvote.com D72193-S43019 Schwab Annuity Portfolios PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 1, 2022 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARDS OF TRUSTEES OF THE FUNDS The undersigned hereby appoint(s) Michelle Bowman, Robin Nesbitt, Catherine MacGregor and Alexandra Riedel, and each of them as Proxies of the undersigned with full power of substitution, to vote and act with respect to all interests in each of the Funds with respect to which the undersigned is/are entitled to vote at the Special Meeting of Shareholders (“Special Meeting”) of each such Fund to be held virtually on June 1, 2022 at 9:00 a.m., Pacific Time, and at any adjournments or postponements thereof. Shareholders will not be able to attend the Special Meeting in person. Any shareholders wishing to participate in the Special Meeting by means of remote communication can do so at https://www.viewproxy.com/schwab/broadridgevsm/. The undersigned acknowledges receipt of the Notice of the Special Meeting and of the accompanying Proxy Statement, and revokes any proxy previously given with respect to such Special Meeting. This proxy, when properly executed, will be voted as instructed. If you sign without otherwise indicating a vote on the proposal, this proxy will be voted FOR the proposal. As to any other matter that may properly come before the Special Meeting or any adjournments thereof, the shares will be voted by the Proxies in accordance with their judgment. Continued and to be signed on the reverse side |