N-CSRS 1 f30129nvcsrs.htm FORM N-CSRS nvcsrs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSRS
CERTIFIED SHAREHOLDER REPORT
OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-6200
Schwab Investments – Schwab Global Real Estate Fund
(Exact name of registrant as specified in charter)
211 Maint Street, San Francisco, California 94105
(Address of principal executive offices)      (Zip code)
Marie Chandoha
Schwab Investments – Schwab Global Real Estate Fund
211 Main Street, San Francisco, California 94105
(Name and address of agent for service)
Registrant’s telephone number, including area code: (415) 627-7000
Date of fiscal year end: February 28
Date of reporting period: August 31, 2013
 
 
Item 1: Report(s) to Shareholders.

 


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Semiannual report dated August 31, 2013, enclosed.
 
 
Schwab Global Real Estate Fundtm
 
 
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This wrapper is not part of the shareholder report.


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Schwab Global Real Estate Fundtm
 
Semiannual Report
August 31, 2013
 
 
 
 
(CHARLES SCHWAB LOGO)
 


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This page is intentionally left blank.
 


 

 
 
In This Report
 
 
 
 
Fund investment adviser: Charles Schwab Investment Management, Inc. (CSIM).
Distributor: Charles Schwab & Co., Inc. (Schwab).
 
The Sector/Industry classifications in this report use the Global Industry Classification Standard (GICS) which was developed by and is the exclusive property of Morgan Stanley Capital International Inc. (MSCI) and Standard & Poor’s (S&P). GICS is a service mark of MSCI and S&P and has been licensed for use by Schwab. The Industry classifications used in the schedules of Portfolio Holdings are sub-categories of Sector classifications.
 


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Performance at a Glance
 
 
The performance data quoted represents past performance. Past performance does not guarantee future results. Investment returns and principal value will fluctuate so that an investor’s shares may be worth more or less than their original cost. Current performance may be lower or higher than performance data quoted. To obtain performance information current to the most recent month end, please visit www.schwabfunds.com/prospectus.
 
         
Total Return for the 6 Months Ended August 31, 2013  
   
Schwab Global Real Estate Fundtm (Ticker Symbol: SWASX)     -7.55% *
 
 
FTSE EPRA/NAREIT Global Index (Net)1,2     -6.51%  
Fund Category: Morningstar Global Real Estate     -5.57%  
 
 
Performance Details     pages 6-7  
 
 
 
         
Minimum Initial Investment3   $ 100  
 
 
 
 
All figures on this page assume dividends and distributions were reinvested. Index figures do not include trading and management costs, which would lower performance. Indices are unmanaged, and you cannot invest in them directly. Performance results less than one year are not annualized.
 
Fund expenses may have been partially absorbed by CSIM and its affiliates. Without these reductions, the fund’s total return would have been lower. Performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or on the redemption of fund shares.
 
Source for category information: Morningstar, Inc. The Morningstar Category return represents all active and index mutual funds within the category as of the report date.
 
Index ownership—“FTSE®” is trademark of the London Exchange Plc (the “Exchange”) and is used by the fund under license. The Schwab Global Real Estate Fund is not sponsored, endorsed, sold or promoted by the Exchange, and the Exchange does not make any representation regarding the advisability of investing in shares of the fund.
 
* Total return for the report period presented in the table differs from the return in the Financial Highlights. The total return presented in the above table is calculated based on the NAV at which shareholder transactions were processed. The total return presented in the Financial Highlights section of the report is calculated in the same manner, but also takes into account certain adjustments that are necessary under generally accepted accounting principles required in the annual and semi-annual reports.
1 Effective June 28, 2013, the fund changed its comparative index, for purposes of performance calculation, from FTSE EPRA/NAREIT Global Index (Gross) to FTSE EPRA/NAREIT Global Index (Net). The Net version of the index more accurately reflects how dividends paid to the fund on its foreign securities are treated for tax purposes, and provides a better basis for comparing the fund’s performance. The Net version of the index reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes.
2 The FTSE EPRA/NAREIT Global Index provides a diverse representation of publicly traded equity REITs and listed property companies worldwide. The index constituents are free-float adjusted, and screened on liquidity, size and revenue. The index is comprised of about 34 countries in developed and emerging markets. The Net of Tax Index is calculated based on the maximum withholding tax rates applicable to dividends received by institutional investors who are not residents in the same country as the remitting company and who do not benefit from double taxation treaties.
3 Please see the fund’s prospectus for further detail and eligibility requirements.
 
 
 
Schwab Global Real Estate Fund


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From the President
 

CHANDOHA PHOTO
 
Marie Chandoha is President and CEO of Charles Schwab Investment Management, Inc. and the fund covered in this report.

 
Dear Shareholder,
 
As President and CEO of Charles Schwab Investment Management, Inc., I’d like to thank you for trusting us to help you meet your investment goals, and for reading this important report concerning the Schwab Global Real Estate Fund. The fund is a potential solution for investing in global real estate securities, providing shareholders with access to markets in Asia, Europe, and the Americas. Using Schwab’s proprietary research, the fund invests in securities of real estate companies and in companies related to the real estate industry, including real estate investment trusts and real estate operating companies.
 
For the six months ended August 31, 2013, the fund underperformed the -6.5% return of the FTSE EPRA/NAREIT Global Index amid volatile conditions.* The backdrop for this performance included generally healthy returns for global real estate securities through mid-May, as they rallied alongside many global stock markets. However, with the U.S. economy continuing to generally improve, the Federal Reserve revealed that it was starting to consider “tapering” some of its stimulative policies. Long-term interest rates rose sharply in response, and income-oriented stocks, such as real estate securities, suffered steep subsequent losses.
 
Amid this environment, the performance of global real estate securities varied widely from one market to another. Securities from the developed markets of Japan and the U.K. were some of the better performers. By comparison, real estate securities from the U.S. posted moderate losses, and securities from the

 Asset Class Performance Comparison % returns during the six months ended 8/31/2013
 
This graph compares the performance of various asset classes during the report period. Final performance figures for the period are in the key below.
         
         
(LEGEND)   8.95%   S&P 500® Index: measures U.S. large-cap stocks
         
(LEGEND)   −6.51%   FTSE EPRA/NAREIT Global Index (Net): measures (in U.S. dollars) real estate equities worldwide
         
(LEGEND)   3.71%   MSCI EAFE® Index (Net): measures (in U.S. dollars) large-cap stocks in Europe, Australasia and the Far East
         
(LEGEND)   −2.61%   Barclays U.S. Aggregate Bond Index: measures the U.S. bond market
 
(LINE GRAPH)
 
These figures assume dividends and distributions were reinvested. Index figures do not include trading and management costs, which would lower performance. Indices are unmanaged and you cannot invest in them directly. Remember that past performance is not an indication of future results.
 
Data source: Index provider websites and Charles Schwab Investment Management, Inc.
 
Nothing in this report represents a recommendation of a security by the investment adviser.
 
Management views and portfolio holdings may have changed since the report date.
 
* The cited return is for the FTSE EPRA/NAREIT Global Index (Net). The Net version of the index reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes.

 
 
 
Schwab Global Real Estate Fund 3


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From the President continued
 

For the six months ended August 31, 2013, the fund underperformed the -6.5% return of the FTSE EPRA/NAREIT Global Index amid volatile conditions.*

emerging markets of Brazil and India faced significant headwinds and fell by more than 30%. The depreciation of many overseas currencies versus the U.S. dollar played a role in these performances, generally reducing the returns of overseas investments in U.S. dollar terms.
 
For more information about the performance, holdings, and portfolio characteristics of the Schwab Global Real Estate Fund, please continue reading this report. In addition, you can find answers to frequently asked questions and further details about the fund by visiting www.schwabfunds.com, or by contacting us at 1-800-435-4000.
 
Sincerely,
 
-s- Marie Chandoha

 
Indices are unmanaged, do not incur management fees, costs and expenses, and cannot be invested in directly. Index return figures assume dividends and distributions were reinvested.
 
* The cited return is for the FTSE EPRA/NAREIT Global Index (Net). The Net version of the index reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes.

 
 
 
Schwab Global Real Estate Fund


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Fund Management
 
     
     
(PHOTO)   Jonas Svallin, CFA Managing Director and Head of Disciplined Active Equity Strategies, leads the portfolio management team of Schwab’s disciplined active equity funds. He also has overall responsibility for all aspects of the management of the fund. Prior to joining CSIM in 2012, Mr. Svallin spent nearly three years as a partner and a director of quantitative analytics and research at Fiduciary Research & Consulting, where he provided oversight of quantitative analytics and risk management efforts. From 2003 until 2009, Mr. Svallin was a principal and head portfolio manager at Algert Coldiron Investors (ACI). Prior to joining ACI, Mr. Svallin worked as a quantitative research associate at RCM Capital Management and a senior consultant at FactSet Research Systems. 
     
(PHOTO)   Wei Li, Ph.D., CFA Portfolio Manager, is responsible for the day-to-day co-management of the fund. Prior to joining CSIM in 2012, Ms. Li spent more than ten years at BlackRock, Inc. (formerly Barclays Global Investors), where she held a number of positions. From 2001 to 2009, she worked in various roles in the Global Advanced Active group, including portfolio management and quantitative research for both U.S. and international equity markets. After 2009, she worked in the defined contribution research and product development area for almost two years.
 
 
 
Schwab Global Real Estate Fund 5


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Schwab Global Real Estate Fund™
 
 
Performance and Fund Facts as of 08/31/13
 
The performance data quoted represents past performance. Past performance does not guarantee future results. Investment returns and principal value will fluctuate so that an investor’s shares may be worth more or less than their original cost. Current performance may be lower or higher than performance data quoted. To obtain performance information current to the most recent month end, please visit www.schwabfunds.com/prospectus.
 
 Average Annual Total Returns1,2,3
 
                                         
Fund and Inception Date   6 Months   1 Year   5 Years   Since Inception
 
 
Fund: Schwab Global Real Estate Fundtm (5/31/07)
    -7.55 % *     1.36 %       2.95 %       -2.55 %  
FTSE EPRA/NAREIT Global Index (Net)4,5
    -6.51 %       5.65 %       n/a         n/a    
FTSE EPRA/NAREIT Global Index (Gross)4
    -6.17 %       6.32 %       3.88 %       -1.65 %  
Global Real Estate Spliced Index6
    -6.51 %       5.65 %       3.20 %       -2.16 %  
Fund Category: Morningstar Global Real Estate
    -5.57 %       7.21 %       3.34 %       -2.83 %  
 
Fund Expense Ratios7: Net 1.05%; Gross 1.16%
 
All total returns on this page assume dividends and distributions were reinvested. Index figures do not include trading and management costs, which would lower performance. Indices are unmanaged, and you cannot invest in them directly. Performance results less than one year are not annualized.
 
Small company stocks are subject to greater volatility than other asset classes.
 
Foreign securities can involve risks such as political and economic instability and currency risk.
 
The fund is subject to risks associated with the direct ownership of real estate securities and an investment in the fund will be closely linked to the performance of the real estate markets.
 
Index ownership—“FTSE®” is trademark of the London Exchange Plc (the “Exchange”) and is used by the fund under license. The Schwab Global Real Estate Fund is not sponsored, endorsed, sold or promoted by the Exchange, and the Exchange does not make any representation regarding the advisability of investing in shares of the fund.
 
* Total return for the report period presented in the table differs from the return in the Financial Highlights. The total return presented in the above table is calculated based on the NAV at which shareholder transactions were processed. The total return presented in the Financial Highlights section of the report is calculated in the same manner, but also takes into account certain adjustments that are necessary under generally accepted accounting principles required in the annual and semi-annual reports.
1 Fund expenses may have been partially absorbed by the investment adviser and its affiliates. Without these reductions, the fund’s returns may have been lower. Performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or on the redemption of fund shares.
2 Source for category information: Morningstar, Inc.
3 On September 28, 2009, the Investor Share class and Select Share class were combined into a single class of shares of the fund, and the fund no longer offers multiple classes of shares. The performance history of the fund, prior to September 28, 2009, is that of the fund’s former Select Shares.
4 Effective June 28, 2013, the fund changed its comparative index, for purposes of performance calculation, from FTSE EPRA/NAREIT Global Index (Gross) to FTSE EPRA/NAREIT Global Index (Net). The Net version of the index more accurately reflects how dividends paid to the fund on its foreign securities are treated for tax purposes, and provides a better basis for comparing the fund’s performance. The Net version of the index reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes.
5 The FTSE EPRA/NAREIT Global Index provides a diverse representation of publicly traded equity REITs and listed property companies worldwide. The index constituents are free-float adjusted, and screened on liquidity, size and revenue. The index is comprised of about 34 countries in developed and emerging markets. The Net of Tax Index is calculated based on the maximum withholding tax rates applicable to dividends received by institutional investors who are not residents in the same country as the remitting company and who do not benefit from double taxation treaties.
6 The Global Real Estate Spliced Index is comprised of the FTSE/EPRA NAREIT Global Index (Gross) from inception of the Fund until the close of business on October 31, 2008, and the FTSE/EPRA NAREIT Global Index (Net) from November 1, 2008 thereafter.
7 As stated in the fund’s prospectus. Net Expense: Expenses reduced by a contractual fee waiver in effect for so long as CSIM serves as adviser to the fund. Gross Expense: Does not reflect the effect of contractual fee waivers. For actual ratios during the reporting period, refer to the Financial Highlights section of the financial statements.
 
 
 
Schwab Global Real Estate Fund


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 Schwab Global Real Estate Fundtm

 
Performance and Fund Facts as of 08/31/13 continued
 
 Statistics
         
Number of Holdings
    136  
Weighted Average Market Cap ($ x 1,000,000)
    $12,201  
Price/Earnings Ratio (P/E)
    23.7  
Price/Book Ratio (P/B)
    1.3  
Portfolio Turnover Rate1
    55%  
 
 Industry Weightings % of Investments
         
Real Estate Management & Development
    33.4%  
Retail REITs
    17.6%  
Specialized REITs
    12.9%  
Residential REITs
    10.5%  
Office REITs
    9.5%  
Diversified REITs
    7.6%  
Industrial REITs
    5.3%  
Homebuilding
    1.1%  
Hotels, Resorts & Cruise Lines
    1.1%  
Short-Term Investments
    1.0%  
Total
    100.0%  
 
 Top Holdings % of Net Assets2
         
Simon Property Group, Inc.
    4.5%  
Mitsubishi Estate Co., Ltd.
    3.0%  
Mitsui Fudosan Co., Ltd.
    2.8%  
Ventas, Inc.
    2.7%  
SL Green Realty Corp.
    2.6%  
HCP, Inc.
    2.3%  
General Growth Properties, Inc.
    2.1%  
Essex Property Trust, Inc.
    2.0%  
Hysan Development Co., Ltd.
    1.9%  
Swire Properties Ltd.
    1.8%  
Total
    25.7%  
 
 Country Weightings % of Investments
         
United States
    44.9%  
Japan
    13.2%  
Hong Kong
    11.0%  
Australia
    6.7%  
Singapore
    4.7%  
United Kingdom
    4.5%  
Canada
    4.2%  
Austria
    1.5%  
France
    1.4%  
Germany
    1.2%  
Other Countries
    6.7%  
Total
    100.0%  
 
 
 
Portfolio holdings may have changed since the report date.
 
Source of Sector Classification: S&P and MSCI.
 
1 Not annualized.
2 This list is not a recommendation of any security by the investment adviser.
 
 
 
Schwab Global Real Estate Fund 7


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Fund Expenses (Unaudited)
 
 Examples for a $1,000 Investment
 
As a fund shareholder, you may incur two types of costs: (1) transaction costs, such as redemption fees; and, (2) ongoing costs, including management fees, transfer agent and shareholder services fees, and other fund expenses.
 
The expense examples below are intended to help you understand your ongoing cost (in dollars) of investing in the fund and to compare this cost with the ongoing cost of investing in other mutual funds. These examples are based on an investment of $1,000 invested for six months beginning March 1, 2013 and held through August 31, 2013.
 
Actual Return line in the table below provides information about actual account values and actual expenses. You may use this information, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value ¸ $1,000 = 8.6), then multiply the result by the number given for your fund under the heading entitled “Expenses Paid During Period.”
 
Hypothetical Return line in the table below provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed return of 5% per year before expenses. Because the return used is not an actual return, it may not be used to estimate the actual ending account value or expenses you paid for the period.
 
You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
 
Please note that the expenses shown in the table are meant to highlight your ongoing costs only, and do not reflect any transactional costs, such as redemption fees. Therefore, the hypothetical return line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
 
 
                                 
            Ending
   
        Beginning
  Account Value
  Expenses Paid
    Expense Ratio1
  Account Value
  (Net of Expenses)
  During Period2
    (Annualized)   at 3/1/13   at 8/31/13   3/1/13–8/31/13
 
Schwab Global Real Estate Fundtm                                
Actual Return
    1.05%     $ 1,000.00     $ 923.10     $ 5.09  
Hypothetical 5% Return
    1.05%     $ 1,000.00     $ 1,019.91     $ 5.35  
 
 
1 Based on the most recent six-month expense ratio; may differ from the expense ratio provided in the Financial Highlights.
2 Expenses for the fund are equal to its annualized expense ratio, multiplied by the average account value over the period, multiplied by 184 days of the period, and divided by 365 days of the fiscal year.
 
 
 
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Schwab Global Real Estate Fund™
 
 
Financial Statements
 
Financial Highlights
 
                                                     
    3/1/13–
  3/1/12–
  3/1/11–
  3/1/10–
  3/1/09–
  3/1/08–
   
    8/31/13*   2/28/13   2/29/12   2/28/11   2/28/101   2/28/09    
 
 
Per-Share Data ($)
Net asset value at beginning of period
    6.94       6.32       6.69       5.71       3.27       7.89      
   
Income (loss) from investment operations:
                                                   
Net investment income (loss)
    0.08       0.14       0.12       0.19       0.16       0.16      
Net realized and unrealized gains (losses)
    (0.61 )     0.89       (0.27 )     1.28       2.64       (4.65 )    
   
Total from investment operations
    (0.53 )     1.03       (0.15 )     1.47       2.80       (4.49 )    
Less distributions:
                                                   
Distributions from net investment income
    (0.14 )     (0.41 )     (0.22 )     (0.49 )     (0.36 )     (0.13 )    
   
Net asset value at end of period
    6.27       6.94       6.32       6.69       5.71       3.27      
   
Total return (%)
    (7.69 )2     16.64       (2.13 )     26.70       86.27       (57.72 )    
 
Ratios/Supplemental Data (%)
Ratios to average net assets:
                                                   
Net operating expenses
    1.05 3     1.05       1.05       1.05       1.07 4     1.05      
Gross operating expenses
    1.16 3     1.16       1.18       1.20       1.30       1.24      
Net investment income (loss)
    2.06 3     1.70       1.79       2.29       2.31       2.83      
Portfolio turnover rate
    55 2     128       120       129       115       108      
Net assets, end of period ($ x 1,000,000)
    226       233       198       200       147       45      

* Unaudited.
1 Effective September 28, 2009, the Investor Shares class and the Select Shares class were combined into a single class of shares of the fund. The financial history as shown in the financial highlights is that of the former Select Shares.
2 Not annualized.
3 Annualized.
4 The ratio of net operating expenses would have been 1.05% if certain non-routine expenses (proxy and tax expense) had not been incurred.
 
 
 
See financial notes 9


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 Schwab Global Real Estate Fund
 

 
Portfolio Holdings as of August 31, 2013 (Unaudited)
 
 
This section shows all the securities in the fund’s portfolio and their values as of the report date.
 
The fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The fund’s Form N-Q is available on the SEC’s website at http://www.sec.gov and may be viewed and copied at the SEC’s Public Reference Room in Washington, D.C. Call 1-800-SEC-0330 for information on the operation of the Public Reference Room. The schedule of portfolio holdings filed on a fund’s most recent Form N-Q is also available by visiting the fund’s website at www.schwabfunds.com/prospectus.
 
                         
        Cost
  Value
Holdings by Category   ($)   ($)
 
  97 .2%   Common Stock     213,843,535       219,468,835  
  0 .0%   Rights            
  1 .0%   Short-Term Investments     2,234,147       2,234,147  
 
 
  98 .2%   Total Investments     216,077,682       221,702,982  
  1 .8%   Other Assets and Liabilities, Net             3,999,771  
 
 
  100 .0%   Net Assets             225,702,753  
 
                 
    Number
  Value
Security   of Shares   ($)
 
 Common Stock 97.2% of net assets
 
Australia 6.4%
                 
 
Real Estate 6.4%
Abacus Property Group
    249,889       499,888  
Australand Property Group
    584,965       1,755,764  
CFS Retail Property Trust Group
    309,900       555,563  
Commonwealth Property Office Fund
    2,202,814       2,250,590  
Dexus Property Group
    428,827       390,852  
Goodman Group
    54,000       221,345  
GPT Group
    615,696       1,939,542  
Westfield Group
    325,424       3,200,716  
Westfield Retail Trust
    1,453,441       3,762,295  
                 
              14,576,555  
 
Austria 1.5%
                 
 
Real Estate 1.5%
CA Immobilien Anlagen AG *
    55,083       707,511  
Conwert Immobilien Invest SE *
    20,900       225,041  
Immofinanz AG *
    609,600       2,401,072  
                 
              3,333,624  
 
Brazil 1.0%
                 
 
Consumer Durables & Apparel 0.2%
Cyrela Brazil Realty S.A. Empreendimentos e Participacoes
    59,200       390,044  
                 
 
Real Estate 0.8%
BR Malls Participacoes S.A.
    97,600       740,401  
BR Properties S.A.
    134,400       1,022,385  
Sonae Sierra Brasil S.A.
    17,900       149,520  
                 
              1,912,306  
                 
              2,302,350  
 
Canada 4.1%
                 
 
Real Estate 4.1%
Boardwalk Real Estate Investment Trust
    50,279       2,679,351  
Brookfield Canada Office Properties
    14,796       351,884  
Brookfield Office Properties, Inc.
    67,563       1,080,828  
Canadian Apartment Properties Real Estate Investment Trust
    128,414       2,511,467  
Cominar Real Estate Investment Trust
    94,900       1,680,324  
Morguard Real Estate Investment Trust
    21,300       318,904  
RioCan Real Estate Investment Trust
    27,700       619,325  
                 
              9,242,083  
 
Chile 0.3%
                 
 
Real Estate 0.3%
Parque Arauco S.A.
    360,129       742,984  
 
China 0.7%
                 
 
Real Estate 0.7%
C C Land Holdings Ltd.
    893,000       234,933  
Guangzhou R&F Properties Co., Ltd., Class H
    822,000       1,334,598  
                 
              1,569,531  
 
Finland 0.7%
                 
 
Real Estate 0.7%
Sponda Oyj
    248,285       1,232,901  
Technopolis Oyj
    45,400       270,013  
                 
              1,502,914  
 
France 1.3%
                 
 
Real Estate 1.3%
Unibail-Rodamco SE
    13,437       3,016,998  
 
Germany 1.2%
                 
 
Real Estate 1.2%
Alstria Office REIT AG *
    98,739       1,166,656  
Deutsche Wohnen AG
    53,910       944,624  
DIC Asset AG
    64,100       627,991  
                 
              2,739,271  
 
Hong Kong 10.8%
                 
 
Consumer Services 0.1%
Mandarin Oriental International Ltd.
    144,000       227,937  
 
 
 
10 See financial notes


Table of Contents

 
 Schwab Global Real Estate Fund
 

 
Portfolio Holdings (Unaudited) continued
 
                 
    Number
  Value
Security   of Shares   ($)
                 
 
Real Estate 10.7%
China Overseas Land & Investment Ltd.
    804,800       2,388,284  
Great Eagle Holdings Ltd.
    322,000       1,100,269  
Henderson Land Development Co., Ltd.
    233,200       1,362,376  
Hongkong Land Holdings Ltd.
    239,500       1,543,522  
Hysan Development Co., Ltd.
    1,002,000       4,342,217  
Kerry Properties Ltd.
    864,200       3,493,050  
New World Development Co., Ltd.
    550,000       767,358  
Regal Real Estate Investment Trust
    735,000       214,212  
Swire Properties Ltd.
    1,454,600       4,060,615  
The Link REIT
    451,500       2,062,767  
Wharf Holdings Ltd.
    346,400       2,834,915  
                 
              24,169,585  
                 
              24,397,522  
 
India 0.2%
                 
 
Real Estate 0.2%
Housing Development & Infrastructure Ltd. *
    390,331       196,466  
Indiabulls Real Estate Ltd.
    298,091       255,642  
                 
              452,108  
 
Indonesia 0.6%
                 
 
Real Estate 0.6%
PT Ciputra Development Tbk
    1,670,000       123,742  
PT Pakuwon Jati Tbk
    21,709,500       574,766  
PT Summarecon Agung Tbk
    8,744,800       622,899  
                 
              1,321,407  
 
Israel 0.9%
                 
 
Real Estate 0.9%
Azrieli Group
    68,406       2,020,661  
 
Japan 13.0%
                 
 
Real Estate 13.0%
Aeon Mall Co., Ltd.
    53,130       1,381,295  
Daiwa House Industry Co., Ltd.
    130,000       2,322,764  
Goldcrest Co., Ltd.
    45,000       995,365  
Hankyu REIT, Inc.
    100       497,610  
Japan Hotel REIT Investment Corp.
    3,043       1,176,376  
Japan Logistics Fund, Inc.
    229       2,072,293  
Kenedix Realty Investment Corp.
    100       376,048  
Mitsubishi Estate Co., Ltd.
    262,321       6,776,796  
Mitsui Fudosan Co., Ltd.
    202,500       6,339,368  
Nippon Accommodations Fund, Inc.
    279       1,818,790  
Orix JREIT, Inc.
    1,450       1,527,386  
Sumitomo Realty & Development Co., Ltd.
    79,000       3,452,658  
Tokyu Land Corp.
    62,000       570,999  
                 
              29,307,748  
 
Philippines 0.3%
                 
 
Real Estate 0.3%
Megaworld Corp.
    8,505,000       587,900  
 
Singapore 4.6%
                 
 
Real Estate 4.6%
Ascott Residence Trust
    210,000       196,176  
CapitaCommercial Trust
    1,164,200       1,232,397  
CapitaLand Ltd.
    741,600       1,766,119  
CDL Hospitality Trusts
    1,140,200       1,391,323  
Fortune Real Estate Investment Trust
    423,000       344,637  
Global Logistic Properties Ltd.
    597,300       1,258,331  
UOL Group Ltd.
    655,000       3,275,596  
Wing Tai Holdings Ltd.
    547,000       901,827  
                 
              10,366,406  
 
South Africa 0.1%
                 
 
Real Estate 0.1%
SA Corporate Real Estate Fund Nominees Pty Ltd.
    652,811       243,816  
 
Sweden 0.7%
                 
 
Real Estate 0.7%
Fastighets AB Balder, B Shares *
    70,603       545,666  
Hufvudstaden AB, A Shares
    92,454       1,125,785  
                 
              1,671,451  
 
Thailand 0.5%
                 
 
Real Estate 0.5%
Central Pattana PCL
    766,400       880,919  
CPN Retail Growth Leasehold Property Fund
    369,644       176,340  
                 
              1,057,259  
 
Turkey 0.7%
                 
 
Real Estate 0.7%
Emlak Konut Gayrimenkul Yatirim Ortakligi A/S
    242,499       278,576  
Is Gayrimenkul Yatirim Ortakligi A/S
    2,202,313       1,264,520  
                 
              1,543,096  
 
United Kingdom 4.4%
                 
 
Consumer Services 0.3%
Millennium & Copthorne Hotels plc
    92,059       786,636  
                 
 
Real Estate 4.1%
British Land Co., plc
    138,840       1,200,839  
Grainger plc
    396,600       1,057,051  
Hammerson plc
    137,912       1,034,102  
Land Securities Group plc
    222,002       3,033,517  
Segro plc
    537,356       2,430,302  
 
 
 
See financial notes 11


Table of Contents

 
 Schwab Global Real Estate Fund
 

 
Portfolio Holdings (Unaudited) continued
 
                 
    Number
  Value
Security   of Shares   ($)
Unite Group plc
    77,154       428,058  
                 
              9,183,869  
                 
              9,970,505  
 
United States 43.2%
                 
 
Consumer Durables & Apparel 0.5%
Lennar Corp., Class A
    34,300       1,091,083  
                 
 
Consumer Services 0.6%
Marriott International, Inc., Class A
    33,300       1,331,667  
                 
 
Real Estate 42.1%
Acadia Realty Trust
    23,100       538,923  
Alexander’s, Inc.
    2,400       657,432  
Alexandria Real Estate Equities, Inc.
    9,859       608,005  
American Assets Trust, Inc.
    30,200       894,222  
American Campus Communities, Inc.
    31,800       1,059,258  
AvalonBay Communities, Inc.
    9,324       1,155,244  
BioMed Realty Trust, Inc.
    214,300       3,945,263  
Boston Properties, Inc.
    13,251       1,358,227  
BRE Properties, Inc.
    13,500       647,865  
Chesapeake Lodging Trust
    27,700       609,677  
CubeSmart
    14,400       239,760  
DCT Industrial Trust, Inc.
    241,200       1,613,628  
Duke Realty Corp.
    97,480       1,422,233  
DuPont Fabros Technology, Inc.
    33,700       768,023  
EPR Properties
    21,200       1,038,376  
Equity Lifestyle Properties, Inc.
    41,600       1,445,600  
Equity Residential
    60,900       3,160,101  
Essex Property Trust, Inc.
    31,066       4,452,068  
Federal Realty Investment Trust
    6,800       661,708  
First Industrial Realty Trust, Inc.
    191,900       2,903,447  
Forest City Enterprises, Inc., Class A *
    217,800       3,898,620  
General Growth Properties, Inc.
    243,400       4,668,412  
HCP, Inc.
    126,248       5,142,081  
Home Properties, Inc.
    27,800       1,604,060  
Host Hotels & Resorts, Inc.
    213,253       3,631,699  
Kilroy Realty Corp.
    24,400       1,190,476  
Kite Realty Group Trust
    115,367       665,668  
LaSalle Hotel Properties
    18,408       488,364  
Mack-Cali Realty Corp.
    37,900       818,640  
Medical Properties Trust, Inc.
    58,100       671,055  
Prologis, Inc.
    70,071       2,469,302  
Public Storage
    8,000       1,221,360  
Rayonier, Inc.
    42,100       2,325,604  
Senior Housing Properties Trust
    32,800       746,200  
Simon Property Group, Inc.
    69,581       10,133,081  
SL Green Realty Corp.
    67,500       5,885,325  
Sunstone Hotel Investors, Inc. *
    303,600       3,652,308  
Tanger Factory Outlet Centers, Inc.
    129,200       3,985,820  
Taubman Centers, Inc.
    12,600       849,366  
The Macerich Co.
    31,300       1,761,564  
UDR, Inc.
    98,703       2,229,701  
Ventas, Inc.
    98,567       6,136,781  
Vornado Realty Trust
    21,222       1,725,349  
                 
              95,079,896  
                 
              97,502,646  
                 
Total Common Stock
(Cost $213,843,535)     219,468,835  
         
                 
                 
 
 Rights 0.0% of net assets
 
Hong Kong 0.0%
New Hotel (b)(d)*
    7,838        
                 
Total Rights
(Cost $—)      
         
                 
                 
Security
  Face Amount
  Value
    Rate, Maturity Date   Local Currency   ($)
 
 Short-Term Investments 1.0% of net assets
 
Time Deposits 0.9%
Brown Brothers Harriman
Singapore Dollar
0.01%, 09/02/13
    111,000       87,018  
JPMorgan Chase
Australian Dollar
1.42%, 09/02/13
    219,401       195,277  
Societe Generale
US Dollar
0.03%, 09/03/13
    1,841,853       1,841,853  
                 
              2,124,148  
 
U.S. Treasury Obligations 0.1%
U.S. Treasury Bills
0.04%, 09/19/13 (a)(c)
    60,000       59,999  
0.01%, 09/19/13 (a)(c)
    50,000       50,000  
                 
              109,999  
                 
Total Short-Term Investments
(Cost $2,234,147)     2,234,147  
         
 
End of Investments.
 
 
 
12 See financial notes


Table of Contents

 
 Schwab Global Real Estate Fund
 

 
Portfolio Holdings (Unaudited) continued
 
At 08/31/13, the tax basis cost of the fund’s investments was $217,860,125 and the unrealized appreciation and depreciation were $17,576,550 and ($13,733,693), respectively, with a net unrealized appreciation of $3,842,857.
 
As of 08/31/13, the values of certain foreign securities held by the fund aggregating $106,903,156 were adjusted from their closing market values in accordance with international fair valuation procedures approved by the Board of Trustees. (See financial note 2).
 
* Non-income producing security.
(a) The rate shown is the purchase yield.
(b) Fair-valued by management in accordance with procedures approved by the Board of Trustees.
(c) All or a portion of this security is held as collateral for open futures contracts.
(d) Illiquid security. At the period end, the value of these amounted to $0 or 0.0% of net assets.
 
     
REIT —
  Real Estate Investment Trust
 
In addition to the above, the fund held the following at 08/31/13.
 
                         
        Contract
  Unrealized
    Number of
  Value
  Losses
    Contracts   ($)   ($)
 
 Futures Contract
S&P 500 Index, e-mini, Long, expires 09/20/13
    20       1,631,300       (9,573 )
 
 
The following is a summary of the inputs used to value the fund’s investments as of August 31, 2013 (see financial note 2(a) for additional information):
 
Assets Valuation Input
 
                                 
    Quoted Prices in
      Significant
   
    Active Markets for
  Significant Other
  Unobservable
   
    Identical Assets
  Observable Inputs
  Inputs
   
Description
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
Total
 
Common Stock1
    $110,033,879       $—       $—       $110,033,879  
Australia1
          14,576,555             14,576,555  
Austria1
          3,333,624             3,333,624  
China1
          1,569,531             1,569,531  
Finland
                               
Real Estate
    270,013       1,232,901             1,502,914  
France1
          3,016,998             3,016,998  
Germany
                               
Real Estate
    1,166,656       1,572,615             2,739,271  
Hong Kong
                               
Consumer Services
          227,937             227,937  
Real Estate
    214,212       23,955,373             24,169,585  
India1
          452,108             452,108  
Indonesia1
          1,321,407             1,321,407  
Israel1
          2,020,661             2,020,661  
Japan1
          29,307,748             29,307,748  
Philippines1
          587,900             587,900  
Singapore1
          10,366,406             10,366,406  
Sweden1
          1,671,451             1,671,451  
Thailand
                               
Real Estate
    880,919       176,340             1,057,259  
Turkey1
          1,543,096             1,543,096  
United Kingdom1
          9,970,505             9,970,505  
Rights1
                       
Short-Term Investments1
          2,234,147             2,234,147  
                                 
Total
    $112,565,679       $109,137,303       $—       $221,702,982  
                                 
                                 
                                 
 
 
 
See financial notes 13


Table of Contents

 
 Schwab Global Real Estate Fund
 

 
Portfolio Holdings (Unaudited) continued
 
                                 
Liabilities Valuation Input
                 
    Quoted Prices in
      Significant
   
    Active Markets for
  Significant Other
  Unobservable
   
    Identical Assets
  Observable Inputs
  Inputs
   
Description
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
Total
 
Other Financial Instruments
                               
Futures Contract2
    ($9,573 )     $—       $—       ($9,573 )
 
     
1
  As categorized in Portfolio Holdings.
2
  Futures contracts are not included in Investments and are valued at unrealized appreciation or depreciation.
 
The fund’s policy is to recognize transfers between Level 1, Level 2 and Level 3 as of the beginning of the fiscal year. There were security transfers in the amount of $2,087,031 from Level 2 to Level 1 for the period ended August 31, 2013. The transfers between Level 2 and Level 1 were primarily due to the use of international fair valuation by the fund. There were no transfers in or out of Level 3 securities during the period.
 
 
 
14 See financial notes


Table of Contents

 
 Schwab Global Real Estate Fund
 

Statement of
Assets and Liabilities
As of August 31, 2013; unaudited
 
             
 
Assets
Investments, at value (cost $216,077,682)
        $221,702,982  
Foreign currency, at value (cost $655,542)
        607,075  
Receivables:
           
Fund shares sold
        3,239,151  
Dividends
        276,113  
Foreign tax reclaims
        20,717  
Interest
        3  
Prepaid expenses
  +     4,304  
   
Total assets
        225,850,345  
 
Liabilities
Payables:
           
Investment adviser and administrator fees
        11,836  
Shareholder services fees to affiliate
        4,006  
Independent trustees’ fees
        393  
Fund shares redeemed
        105,055  
Due to brokers for futures
        5,400  
Accrued expenses
  +     20,902  
   
Total liabilities
        147,592  
 
Net Assets
Total assets
        225,850,345  
Total liabilities
      147,592  
   
Net assets
        $225,702,753  
 
Net Assets by Source
Capital received from investors
        338,110,193  
Distributions in excess of net investment income
        (7,181,249 )
Net realized capital losses
        (110,792,405 )
Net unrealized capital gains
        5,566,214  
 
Net Asset Value (NAV)
 
                         
        Shares
             
Net Assets   ÷   Outstanding   =   NAV      
$225,702,753
      35,984,286         $6.27      
 
 
 
See financial notes 15


Table of Contents

 
 Schwab Global Real Estate Fund
 

Statement of
Operations
For the period March 1, 2013 through August 31, 2013; unaudited
 
             
 
Investment Income
Dividends (net of foreign withholding tax of $234,115 )
        $3,725,572  
Interest
  +     692  
   
Total investment income
        3,726,264  
 
Expenses
Investment adviser fees
        921,406  
Shareholder service fees
        294,447  
Professional fees
        37,819  
Portfolio accounting fees
        35,499  
Custodian fees
        28,470  
Shareholder reports
        27,408  
Registration fees
        17,931  
Transfer agent fees
        11,814  
Independent trustees’ fees
        5,043  
Interest expense
        124  
Other expenses
  +     12,383  
   
Total expenses
        1,392,344  
Expense reduction by CSIM
      135,758  
   
Net expenses
      1,256,586  
   
Net investment income
        2,469,678  
 
Realized and Unrealized Gains (Losses)
Net realized gains on investments
        6,841,269  
Net realized gains on futures contracts
        251,017  
Net realized losses on foreign currency transactions
  +     (42,820 )
   
Net realized gains
        7,049,466  
Net unrealized losses on investments
        (27,848,563 )
Net unrealized losses on futures contracts
        (106,320 )
Net unrealized losses on foreign currency translations
  +     (43,374 )
   
Net unrealized losses
  +     (27,998,257 )
   
Net realized and unrealized losses
        (20,948,791 )
             
Decrease in net assets resulting from operations
        ($18,479,113 )
 
 
 
16 See financial notes


Table of Contents

 
 Schwab Global Real Estate Fund
 

Statement of
Changes in Net Assets
For the current and prior report periods
Figures for the current period are unaudited
 
                     
 
Operations
                     
3/1/13-8/31/13     3/1/12-2/28/13  
Net investment income
        $2,469,678       $3,561,198  
Net realized gains
        7,049,466       20,331,765  
Net unrealized gains (losses)
  +     (27,998,257 )     8,418,522  
   
Increase (Decrease) in net assets from operations
        (18,479,113 )     32,311,485  
 
Distributions to Shareholders
Distributions from net investment income
        ($4,979,610 )     ($12,846,685 )
 
Transactions in Fund Shares
                                     
        3/1/13-8/31/13     3/1/12-2/28/13  
          SHARES       VALUE       SHARES       VALUE  
Shares sold
        5,714,077       $39,179,911       6,313,389       $42,092,531  
Shares reinvested
        359,164       2,398,980       968,980       6,418,413  
Shares redeemed
  +     (3,691,698 )     (25,472,489 )     (4,958,944 )     (32,711,806 )
   
Net transactions in fund shares
        2,381,543       $16,106,402       2,323,425       $15,799,138  
 
Shares Outstanding and Net Assets
        3/1/13-8/31/13     3/1/12-2/28/13  
          SHARES       NET ASSETS       SHARES       NET ASSETS  
Beginning of period
        33,602,743       $233,055,074       31,279,318       $197,791,136  
Total increase or decrease
  +     2,381,543       (7,352,321 )     2,323,425       35,263,938  
   
End of period
        35,984,286       $225,702,753       33,602,743       $233,055,074  
   
                                     
Distributions in excess of net investment income
                ($7,181,249 )             ($4,671,317 )
 
 
 
See financial notes 17


Table of Contents

 
 Schwab Global Real Estate Fund
 

 
Financial Notes, unaudited
 
 
1. Business Structure of the Fund:
 
Schwab Global Real Estate Fund is a series of Schwab Investments (the “trust”), a no-load, open-end management investment company. The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The list below shows all the funds in the trust as of the end of the period, including the fund discussed in this report, which is highlighted:
 
         
 
Schwab Investments (organized October 26, 1990)
  Schwab GNMA Fund    
Schwab Global Real Estate Fund
  Schwab Treasury Inflation Protected Securities Index Fund    
Schwab Short-Term Bond Market Fund
  (formerly Schwab Treasury Inflation Protected Securities Fund)    
Schwab Intermediate-Term Bond Fund
  Schwab Tax-Free Bond Fund    
(formerly Schwab Premier Income Fund)
  Schwab California Tax-Free Bond Fund    
Schwab Total Bond Market Fund
  Schwab 1000 Index Fund    
 
 
Schwab Global Real Estate Fund offers one share class. Shares are bought and sold (subject to a redemption fee, see financial note 9) at closing net asset value per share (“NAV”), which is the price for all outstanding shares of the fund. Each share has a par value of 1/1,000 of a cent, and the fund’s Board of Trustees (the “Board”) may authorize the issuance of as many shares as necessary.
 
The fund maintains its own account for purposes of holding assets and accounting, and is considered a separate entity for tax purposes. Within its account, the fund may also keep certain assets in segregated accounts, as required by securities law.
 
2. Significant Accounting Policies:
 
The following is a summary of the significant accounting policies the fund uses in its preparation of financial statements. The accounting policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
 
(a) Security Valuation:
 
Under procedures approved by the Board, the investment adviser has formed a Pricing Committee to administer the pricing and valuation of portfolio securities and other assets and to ensure that prices used for internal purposes or provided by third parties reasonably reflect fair market value. Among other things, these procedures allow the fund to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
 
The fund values the securities in its portfolio every business day. The fund uses the following policies to value various types of securities:
 
  •  Securities traded on an exchange or over-the-counter: Traded securities are valued at the closing value for the day, or, on days when no closing value has been reported, at halfway between the most recent bid and ask quotes. Securities that are primarily traded on foreign exchanges are valued at the official closing price or the last sales price on the exchange where the securities are principally traded with these values then translated into U.S. dollars at the current exchange rate, unless these securities are fair valued as discussed below.
 
  •  Securities for which no quoted value is available: The Board has adopted procedures to fair value the fund’s securities when market prices are not “readily available” or are unreliable. For example, a fund may fair value a security when it is de-listed or its trading is halted or suspended; when a security’s primary pricing source is unable or unwilling to provide a price; or when a security’s primary trading market is closed during regular market hours. The fund makes fair value determinations in good faith in accordance with the fund’s valuation procedures. The Pricing Committee considers a number of factors, including unobservable market inputs when arriving at fair value. The Pricing Committee may employ techniques such as the review of related or comparable assets or liabilities, related market activities, recent transactions, market multiples, book values, transactional back-testing, disposition analysis and other relevant information. The Pricing Committee regularly reviews these inputs and assumptions to calibrate the valuations. Due to the subjective and variable nature of fair value pricing, there can be no assurance that a fund could obtain the fair value assigned to the security upon the sale of such security. The Board convenes on a regular basis to review fair value determinations made by the fund pursuant to the valuation procedures.
 
 
 
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Financial Notes, unaudited (continued)
 
2. Significant Accounting Policies (continued):
 
  •  Foreign equity security fair valuation: The Board has adopted procedures to fair value foreign equity securities that are traded in markets that close prior to the fund valuing its holdings. By fair valuing securities whose prices may have been affected by events occurring after the close of trading, the fund seeks to establish prices that investors might expect to realize upon the current sales of these securities. This methodology is designed to deter “arbitrage” market timers, who seek to exploit delays between the change in the value of the fund’s portfolio holdings and the net asset value of the fund’s shares, and seeks to help ensure that the prices at which the fund’s shares are purchased and redeemed are fair and do not result in dilution of shareholder interest or other harm to shareholders. When fair value pricing is used at the open or close of a reporting period, it may cause a temporary divergence between the return of the fund and that of its comparative index or benchmark. The Board regularly reviews fair value determinations made by the fund pursuant to these procedures.
 
  •  Futures and forward foreign currency exchange contracts: Futures and forwards are valued at their settlement prices as of the close of their exchanges (for futures) or at a value based on that day’s forward exchange rates (for forwards).
 
  •  Short-term securities (60 days or less to maturity): Short-term securities are valued at amortized cost, which approximates market value.
 
  •  Underlying funds: Mutual funds are valued at their respective NAVs.
 
In accordance with the authoritative guidance on fair value measurements and disclosures under GAAP, the fund discloses the fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). If inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the valuation. If the fund determines that either the volume and/or level of activity for an asset or liability has significantly decreased (from normal conditions for that asset or liability) or price quotations or observable inputs are not associated with orderly transactions, increased analysis and management judgment will be required to estimate fair value.
 
The three levels of the fair value hierarchy are as follows:
 
  •  Level 1 — quoted prices in active markets for identical securities — Investments whose values are based on quoted market prices in active markets, and whose values are therefore classified as Level 1 prices, include active listed equities and futures contracts.
 
  •  Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.) — Investments that trade in markets that are not considered to be active, but whose values are based on quoted market prices, dealer quotations or valuations provided by alternative pricing sources supported by observable inputs are classified as Level 2 prices. These generally include U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds, certain mortgage products, less liquid listed equities, and state, municipal and provincial obligations. In addition, international securities whose markets close hours before the fund values its holdings may require fair valuations due to significant movement in the U.S. markets occurring after the daily close of the foreign markets. The Board has approved a vendor that calculates fair valuations of international equity securities based on a number of factors that appear to correlate to the movements in the U.S. markets. As investments whose values are classified as Level 2 prices include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information.
 
  •  Level 3 — significant unobservable inputs (including the fund’s own assumption in determining the fair value of investments) — Investments whose values are classified as Level 3 prices have significant unobservable inputs, as they may trade infrequently or not at all. When observable prices are not available for these securities, the fund uses one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the fund in estimating the value of Level 3 prices may include the original transaction price, quoted prices for similar securities or assets in active markets, completed or pending third-party transactions in the underlying investment or comparable issuers, and changes in
 
 
 
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Financial Notes, unaudited (continued)
 
2. Significant Accounting Policies (continued):
 
  financial ratios or cash flows. Level 3 prices may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the fund in the absence of market information. Assumptions used by the fund due to the lack of observable inputs may significantly impact the resulting fair value and therefore the fund’s results of operations.
 
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
 
The levels associated with valuing the fund’s investments as of August 31, 2013 are disclosed in the Portfolio Holdings.
 
(b) Accounting Policies for certain Portfolio Investments (if held):
 
Futures Contracts: Futures contracts are instruments that represent an agreement between two parties that obligates one party to buy, and the other party to sell, specific instruments at an agreed upon price on a stipulated future date. A fund must give the broker a deposit of cash and/or securities (initial margin) whenever it enters into the futures contract. The amount of the deposit may vary from one contract to another. Subsequent payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contract and are accounted for as unrealized gains or losses until the contract is closed, at which time the gains or losses are realized. Futures are traded publicly on exchanges, and their market value changes daily.
 
Real Estate Investment Trusts: The fund may own shares of real estate investment trusts (REITs) which report information on the source of their distributions annually. Certain distributions received from U.S. REITs during the year, which are known to be a return of capital or realized gains, are recorded as a reduction to the cost of the individual U.S. REITs or realized gains on investments, respectively.
 
Passive Foreign Investment Companies: The fund may own shares in certain foreign corporations that meet the Internal Revenue Code definition of a “passive foreign investment company” (PFIC). The fund may elect for tax purposes to mark-to-market annually the shares of each PFIC lot held and would be required to distribute as ordinary income to shareholders any such marked-to-market gains (as well as any gains realized on sale).
 
Securities Lending: Under the trust’s Securities Lending Program, a fund (lender) may make short-term loans of its securities to another party (borrower) to generate additional revenue for the fund. The borrower pledges collateral in the form of cash, securities issued or fully guaranteed by the U.S. government or foreign governments, or letters of credit issued by a bank. Collateral at the individual loan level is required to have a value of at least 102% of the prior day’s market value of the loaned securities for securities traded on U.S. exchanges and a value of at least 105% for all other securities and is marked to market daily. The lending agent provides the fund with indemnification against borrower default. The fund bears the risk of loss with respect to the investment of cash collateral. The cash collateral of securities loaned is invested in money market portfolios operating under Rule 2a-7 of the 1940 Act. Securities lending income, as disclosed in a fund’s Statement of Operations, if applicable, represents the income earned from the investment of the cash collateral plus any fees paid by borrowers, less the fees paid to the lending agent which are subject to adjustments pursuant to the securities lending agreement. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the borrower, and is allocated between the fund the lending agent.
 
As of August 31, 2013, the fund did not have any securities on loan.
 
(c) Security Transactions:
 
Security transactions are recorded as of the date the order to buy or sell the security is executed. Realized gains or losses from security transactions are based on the identified costs of the securities involved.
 
Assets and liabilities denominated in foreign currencies are reported in U.S. dollars. For assets and liabilities held on a given date, the dollar value is based on market exchange rates in effect on that date. Transactions involving foreign currencies, including purchases, sales, income receipts and expense payments, are calculated using exchange rates in effect on the transaction date. Realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the differences between the recorded amounts of dividends, interest, and foreign withholding taxes and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign
 
 
 
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Financial Notes, unaudited (continued)
 
2. Significant Accounting Policies (continued):
 
exchange gains and losses arise from changes in foreign exchange rates on foreign denominated assets and liabilities other than investments in securities held at the end of the reporting period. These realized and unrealized foreign exchange gains or losses are reported in foreign currency transactions or translations on the Statement of Operations. The fund does not isolate the portion of the fluctuations on investments resulting from changes in foreign currency exchange rates from the fluctuations in market prices of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.
 
Gains realized by the fund on the sale of securities in certain foreign countries may be subject to non-U.S. taxes. In those instances, the fund records a liability based on unrealized gains to provide for potential non-U.S. taxes payable upon the sale of these securities.
 
When the fund closes out a futures or forwards position, it calculates the difference between the value of the position at the beginning and at the end of the contract, and records a realized gain or loss accordingly.
 
(d) Investment Income:
 
Interest income is recorded as it accrues. Dividends and distributions from portfolio securities and underlying funds are recorded on the date they are effective (the ex-dividend date), although the fund records certain foreign security dividends on the day it learns of the ex-dividend date.
 
Income received from foreign sources may result in withholding tax. Withholding taxes are accrued at the same time as the related income if the tax rate is fixed and known, unless a tax withheld is reclaimable from the local tax authorities in which case it is recorded as receivable. If the tax rate is not known or estimable, such expense or reclaim receivable is recorded when the net proceeds are received.
 
(e) Expenses:
 
Expenses that are specific to a fund are charged directly to the fund. Expenses that are common to all funds within the trust generally are allocated among the funds in proportion to their average daily net assets.
 
(f) Distributions to Shareholders:
 
The fund makes distributions from net investment income quarterly and from net realized capital gains, if any, once a year.
 
(g) Accounting Estimates:
 
The accounting policies described in this report conform to GAAP. Notwithstanding this, shareholders should understand that in order to follow these principles, fund management has to make estimates and assumptions that affect the information reported in the financial statements. It’s possible that once the results are known, they may turn out to be different from these estimates and these differences may be material.
 
(h) Federal Income Taxes:
 
The fund intends to meet federal income and excise tax requirements for regulated investment companies. Accordingly, the fund distributes substantially all of its net investment income and realized net capital gains, if any, to its respective shareholders each year. As long as a fund meets the tax requirements, it is not required to pay federal income tax.
 
(i) Foreign Taxes:
 
The fund may be subject to foreign taxes (a portion of which may be reclaimable) on income, corporate events, foreign currency exchanges and capital gains on investments. All foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in foreign markets in which the fund invests. These foreign taxes, if any, are paid by the fund and are disclosed in the Statement of Operations. Foreign taxes payable as of August 31, 2013, if any, are reflected in the fund’s Statement of Assets and Liabilities
 
 
 
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Financial Notes, unaudited (continued)
 
2. Significant Accounting Policies (continued):
 
(j) Indemnification:
 
Under the fund’s organizational documents, the officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the fund. In addition, in the normal course of business the fund enters into contracts with its vendors and others that provide general indemnifications. The fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the fund. However, based on experience, the fund expects the risk of loss attributable to these arrangements to be remote.
 
3. Risk Factors:
 
Investing in the fund may involve certain risks, as discussed in the fund’s prospectus, including, but not limited to, those described below. Any of these risks could cause an investor to lose money.
 
Stock and bond markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of an investment in the fund will fluctuate, which means that an investor could lose money.
 
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles which may cause stock prices to fall over short or extended periods of time.
 
Even the larger REITs and other real estate companies may be small- to medium-sized companies in relation to the equity markets as a whole. Historically, mid- and small-cap stocks have been riskier than large-cap stocks. Mid- and small-cap companies themselves may be more vulnerable to adverse business or economic events than larger, more established companies. Stock prices of smaller companies may be based in substantial part on future expectations rather than current achievements and may move sharply, especially during market upturns and downturns. During a period when mid- and small-cap stocks fall behind other types of investments — bonds or large-cap stocks, for instance — the fund’s small- and mid-cap holdings could reduce performance.
 
Although the fund does not invest directly in real estate, the fund has a policy of concentrating its investments in real estate companies and companies related to the real estate industry. As such, the fund is subject to risks associated with the direct ownership of real estate securities and an investment in the fund will be closely linked to the performance of the real estate markets. These risks include, among others, declines in the value of real estate; risks related to general and local economic conditions; possible lack of availability of mortgage funds or other limits to accessing the credit or capital markets; default by borrowers or tenants, particularly during an economic downturn; and changes in interest rates.
 
In addition to the risks associated with investing in securities of real estate companies and real estate related companies, REITs are subject to certain additional risks. Equity REITs may be affected by changes in the value of the underlying properties owned by the trusts, and mortgage REITs may be affected by the quality of any credit extended. Further, REITs are dependent upon specialized management skills and may have their investments in relatively few properties, or in a small geographic area or a single property type. Failure of a company to qualify as a REIT under federal tax law may have adverse consequences to the fund. In addition, REITs have their own expenses, and the fund will bear a proportionate share of those expenses.
 
The fund may invest in debt securities, including high yield securities (junk bonds) issued or guaranteed by real estate companies or companies related to the real estate industry, such as fixed-, floating- or variable-rate corporate bonds, collateralized debt obligations, fixed-rate capital securities, mortgage pass through certificates, real estate mortgage investment conduit certificates and collateralized mortgage obligations. The fund’s investments in such securities are subject to the risk that interest rates rise and fall over time, which will affect the fund’s yield and share price. The credit quality of a portfolio investment could also cause the fund’s share price to fall. The fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Debt securities may be paid off earlier or later than expected. Either situation could cause the fund to hold securities paying lower than market rates of interest, which could hurt the fund’s yield or share price. Below investment-grade bonds (junk bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturns than investment-grade securities.
 
The fund’s investments in securities of foreign issuers involve certain risks that are greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other
 
 
 
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Financial Notes, unaudited (continued)
 
3. Risk Factors (continued):
 
conditions, or changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures: and higher transaction costs. These risks may be heightened in connection with investments in emerging markets.
 
To the extent the fund’s investments in a single country or a limited number of countries represent a higher percentage of the fund’s assets, the fund assumes the risk that economic, political, and social conditions in those countries will have a significant impact on its investment performance and it may be subject to increased price volatility.
 
The value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline, and the credit standing of the issuer. The price of a convertible security will also normally vary in some proportion to changes in the price of the underlying common stock because of the conversion or exercise feature.
 
The fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and could cause the fund to lose more than the principal amount invested. In addition, investments in derivatives may involve leverage. However, these risks are less severe when the fund uses derivatives for hedging rather than to enhance the fund’s returns or as a substitute for a position or security. Certain fund transactions, such as derivatives, short sales and reverse repurchase agreements, may give rise to a form of leverage and may expose the fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of the fund’s portfolio securities which means even a small amount of leverage can have a disproportionately large impact on the fund. The use of leverage may cause the fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. The fund will incur a loss if the price of the security sold short increases between the time of the short sale and the time the fund replaces the borrowed security.
 
As an actively managed mutual fund, the fund is subject to the risk that its investment adviser will make poor security selections. The fund’s investment adviser applies its own investment techniques and risk analyses in making investment decisions for the fund, but there can be no guarantee that they will produce the desired results.
 
When the fund invests in an exchange-traded fund (ETF), it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in an ETF can result in its value being more volatile than the underlying portfolio securities. Securities lending involves the risk of loss of rights in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent.
 
A particular investment may be difficult to purchase or sell. The fund may be unable to sell illiquid securities at an advantageous time or price. An investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
 
Please refer to the fund’s prospectus for a more complete description of the principal risks of investing in the fund.
 
4. Affiliates and Affiliated Transactions:
 
Charles Schwab Investment Management, Inc. (“CSIM” or the “investment adviser”), a wholly owned subsidiary of The Charles Schwab Corporation, serves as the fund’s investment adviser and administrator pursuant to an Investment Advisory and Administration Agreement (“Advisory Agreement”) between CSIM and the trust.
 
For its advisory and administrative services to the fund, CSIM is entitled to receive an annual fee equal to 0.77% of the fund’s average daily net assets.
 
The Board has adopted a Shareholder Servicing Plan (the “Plan”) on behalf of the fund. The Plan enables the fund to bear expenses relating to the provision by service providers, including Charles Schwab & Co., Inc. (a broker-dealer affiliate of CSIM, “Schwab”), of certain account maintenance, customer liaison and shareholder services to the current shareholders of the fund. Schwab serves as the fund’s paying agent under the Plan for making payments of the shareholder service fee due to the service providers (other than Schwab). All shareholder service fees paid by the fund to Schwab in its capacity as the fund’s paying agent will be passed through to the service providers, and Schwab will not retain any portion of such fees.
 
Pursuant to the Plan, the fund’s shares are subject to an annual shareholder servicing fee up to 0.25%. The shareholder servicing fee paid to a particular service provider is made pursuant to its written agreement with Schwab (or, in the case of payments
 
 
 
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Financial Notes, unaudited (continued)
 
4. Affiliates and Affiliated Transactions (continued):
 
made to Schwab, pursuant to Schwab’s written agreement with the fund), and the fund will pay no more than 0.25% of the average annual daily net asset value of the fund shares owned by shareholders holding shares through such service providers. Payments under the Plan are made as described above regardless of Schwab’s or the service provider’s actual cost of providing the services. If the cost of providing the services under the Plan is less than the payment received, the unexpended portion of the fees may be retained as profit by Schwab or the service provider.
 
Although these agreements specify certain fees for these services, CSIM and its affiliates have made an additional agreement with the fund, for so long as CSIM serves as the investment adviser to the fund, which may only be amended or terminated with the approval of the Board, to limit the total annual fund operating expenses charged, excluding interest, taxes and certain non-routine expenses (“expense limitation”) to 1.05%.
 
Certain Schwab funds may own shares of other Schwab funds. The table below reflects the percentage of the outstanding shares of the fund owned by other Schwab funds as of August 31, 2013:
 
         
Schwab Target Funds:
       
Schwab Target 2010 Fund
    0.5%  
Schwab Target 2015 Fund
    0.9%  
Schwab Target 2020 Fund
    5.0%  
Schwab Target 2025 Fund
    3.4%  
Schwab Target 2030 Fund
    9.4%  
Schwab Target 2035 Fund
    3.3%  
Schwab Target 2040 Fund
    11.3%  
Schwab Target 2045 Fund
    0.3%  
Schwab Target 2050 Fund
    0.2%  
Schwab Target 2055 Fund
    0.1%  
         
Schwab Monthly Income Funds:
       
Schwab Monthly Income Fund — Moderate Payout
    1.4%  
Schwab Monthly Income Fund — Enhanced Payout
    2.0%  
Schwab Monthly Income Fund — Maximum Payout
    0.7%  
 
Pursuant to an exemptive order issued by the SEC, the fund may enter into interfund borrowing and lending transactions with other Schwab Funds. All loans are for temporary or emergency purposes only. The interest rate to be charged on a loan is the average of the overnight repurchase agreement rate and the short-term bank loan rate. The interfund lending facility is subject to the oversight and periodic review by the Board. The fund had no interfund borrowing or lending activity during the period.
 
5. Board of Trustees:
 
The Board may include people who are officers and/or directors of the investment adviser or its affiliates. Federal securities law limits the percentage of such “interested persons” who may serve on a trust’s board, and the trust was in compliance with these limitations throughout the report period. The trust did not pay any of these interested persons for their services as trustees, but it did pay non-interested persons (independent trustees), as noted in the fund’s Statement of Operations. For information regarding the trustees please refer to Trustees and Officers table at the end of this report.
 
6. Borrowing from Banks:
 
The fund has access to custodian overdraft facilities, a committed line of credit of $150 million with State Street Bank and Trust Company (“State Street”), an uncommitted line of credit of $100 million with Bank of America, N.A. and an uncommitted line of credit of $50 million with Brown Brothers Harriman & Co. The fund pays interest on the amounts it borrows at rates that are negotiated periodically. The fund also pays an annual fee to State Street for the committed line of credit.
 
There were no borrowings from the lines of credit by the fund during the period. However, the fund may have utilized its overdraft facility and incurred interest expense, which is disclosed in the Statement of Operations, if any. The interest expense is determined based on a negotiated rate above the current Federal Funds Rate.
 
 
 
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Financial Notes, unaudited (continued)
 
7. Derivatives:
 
The fund entered into equity index futures contracts (“futures”) during the report period. The fund invested in futures to equitize available cash. The fair value and due to brokers for futures contracts held at August 31, 2013 are presented on the face of the Portfolio Holdings and Statement of Assets and Liabilities, respectively. The net realized/unrealized gains (losses) on futures contracts are presented on the Statement of Operations. Refer to financial note 2(b) for the fund’s accounting policies with respect to futures contracts and financial note 3 for disclosures concerning the risks of investing in futures contracts. During the period, the month-end average contract values of futures contracts held by the fund was $2,300,804 and the month-end average number of contracts held was 29.
 
8. Purchases and Sales/Maturities of Investment Securities:
 
For the period ended August 31, 2013, purchases and sales/maturities of securities (excluding short-term obligations) were as follows:
 
             
Purchases of Securities
 
Sales/Maturities of Securities
 
  $141,478,732       $127,497,434  
 
9. Redemption Fee:
 
The fund charges a 2.00% redemption fee on shares redeemed or exchanged by a shareholder within 30 days of the original purchase date. Such amounts are netted against redemption proceeds in the Statement of Changes in Net Assets. The redemption fees charged during the current and prior periods are:
 
             
Current Period
  Prior Period
(3/1/13-8/31/13)
 
(3/1/12-2/28/13)
 
  $3,841       $10,588  
 
10. Federal Income Taxes:
 
Capital loss carryforwards may be used to offset future realized capital gains for federal income tax purposes. As of February 28, 2013, the fund had capital loss carryforwards available to offset future net capital gains before the expiration dates:
 
         
Expiration Date
   
 
February 28, 2017
    $54,927,360  
February 28, 2018
    60,285,041  
         
Total
    $115,212,401  
         
 
For tax purposes, realized net capital losses and late-year ordinary losses incurred after October 31 may be deferred and treated as occurring on the first day of the following fiscal year. For the year ended February 28, 2013, the fund had no capital losses deferred and had capital losses utilized in the amount of $6,006,418.
 
As of February 28, 2013, management has reviewed the tax positions for open periods (for federal purposes, three years from the date of filing and for state purposes, four years from the date of filing) as applicable to the fund, and has determined that no provision for income tax is required in the fund’s financial statements. The fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the period ended February 28, 2013, the fund did not incur any interest or penalties.
 
11. Subsequent Events:
 
Management has determined there are no subsequent events or transactions through the date the financial statements were issued that would have materially impacted the financial statements as presented.
 
 
 
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Investment Advisory Agreement Approval
 
The Investment Company Act of 1940 (the “1940 Act”) requires that initial approval of, as well as the continuation of, a fund’s investment advisory agreement must be specifically approved (1) by the vote of the trustees or by a vote of the shareholders of the fund, and (2) by the vote of a majority of the trustees who are not parties to the investment advisory agreement or “interested persons” of any party (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval. In connection with such approvals, the fund’s trustees must request and evaluate, and the investment adviser is required to furnish, such information as may be reasonably necessary to evaluate the terms of the investment advisory agreement.
 
The Board of Trustees (the “Board” or the “Trustees”, as appropriate) calls and holds one or more meetings each year that are dedicated, in whole or in part, to considering whether to renew the investment advisory agreement between Schwab Investments (the “Trust”) and Charles Schwab Investment Management, Inc. (“CSIM”) (the “Agreement”) with respect to existing funds in the Trust, including Schwab Global Real Estate Fund (the “Fund”), and to review certain other agreements pursuant to which CSIM provides investment advisory services to certain other registered investment companies. In preparation for the meeting(s), the Board requests and reviews a wide variety of materials provided by CSIM, including information about CSIM’s affiliates, personnel and operations. The Board also receives extensive data provided by third parties. This information is in addition to the detailed information about the Fund that the Board reviews during the course of each year, including information that relates to Fund operations and Fund performance. The Independent Trustees receive advice from independent counsel to the Independent Trustees, including a memorandum regarding the responsibilities of trustees for the approval of investment advisory agreements. In addition, the Independent Trustees meet in executive session outside the presence of Fund management and participate in question and answer sessions with representatives of CSIM.
 
The Board, including a majority of the Independent Trustees, considered information specifically relating to its consideration of the continuance of the Agreement with respect to the Fund at meetings held on April 23, 2013, and June 4, 2013, and approved the renewal of the Agreement with respect to the Fund for an additional one year term at the meeting held on June 4, 2013. The Board’s approval of the Agreement with respect to the Fund was based on consideration and evaluation of a variety of specific factors discussed at these meetings and at prior meetings, including:
 
1.  the nature, extent and quality of the services provided to the Fund under the Agreement, including the resources of CSIM and its affiliates dedicated to the Fund;
 
2.  the Fund’s investment performance and how it compared to that of certain other comparable mutual funds;
 
3.  the Fund’s expenses and how those expenses compared to those of certain other comparable mutual funds;
 
4.  the profitability of CSIM and its affiliates, including Charles Schwab & Co., Inc. (“Schwab”), with respect to the Fund, including both direct and indirect benefits accruing to CSIM and its affiliates; and
 
4.  the extent to which economies of scale would be realized as the Fund grows and whether fee levels in the Agreement reflect those economies of scale for the benefit of Fund investors.
 
Nature, Extent and Quality of Services. The Board considered the nature, extent and quality of the services provided by CSIM to the Fund and the resources of CSIM and its affiliates dedicated to the Fund. In this regard, the Trustees evaluated, among other things, CSIM’s personnel, experience, track record and compliance program. The Trustees also considered information provided by CSIM relating to the Fund’s portfolio management team, portfolio strategy and risk oversight structure, and internal investment guidelines. The Trustees also considered investments in CSIM’s mutual fund infrastructure, Schwab’s wide range of products, services, and channel alternatives such as free advice, investment and research tools, Internet access, and an array of account features that benefit the Fund and its shareholders. The Trustees also considered Schwab’s excellent reputation as a full service brokerage firm and its overall financial condition. Finally, the Trustees considered that the vast majority of the Fund’s shareholders are also brokerage clients of Schwab. Following such evaluation, the Board concluded, within the context of its full deliberations, that the nature, extent and quality of services provided by CSIM to the Fund and the resources of CSIM and its affiliates dedicated to the Fund supported renewal of the Agreement with respect to the Fund.
 
Fund Performance. The Board considered Fund performance in determining whether to renew the Agreement with respect to the Fund. Specifically, the Trustees considered the Fund’s performance relative to a peer category of other mutual funds and an appropriate index/benchmark, in light of total return and market trends. As part of this review, the Trustees considered the composition of the peer category, selection criteria and the reputation of the third party who prepared the peer category analysis. In evaluating the performance of the Fund, the Trustees considered both risk and shareholder risk expectations for the Fund and the appropriateness of the benchmark used to compare the performance of the Fund. The Trustees further considered the level of Fund performance in the context of its review of Fund
 
 
 
26 


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expenses and adviser profitability discussed below. Following such evaluation, the Board concluded, within the context of its full deliberations, that the performance of the Fund supported renewal of the Agreement with respect to the Fund.
 
Fund Expenses. With respect to the Fund’s expenses, the Trustees considered the rate of compensation called for by the Agreement, and the Fund’s net operating expense ratio, in each case, in comparison to those of other comparable mutual funds, such peer group and comparison having been selected and calculated by an independent third party. The Trustees considered the effects of CSIM’s and Schwab’s historical practice of voluntarily waiving management and other fees to prevent total Fund expenses from exceeding a specified cap. The Trustees also considered CSIM’s contractual commitment to keep the Fund’s expense cap for so long as CSIM serves as the adviser to the Fund. The Trustees also considered fees charged by CSIM to other mutual funds. Following such evaluation, the Board concluded, within the context of its full deliberations, that the expenses of the Fund are reasonable and supported renewal of the Agreement with respect to the Fund.
 
Profitability. With regard to profitability, the Trustees considered the compensation flowing to CSIM and its affiliates, directly or indirectly. In this connection, the Trustees reviewed management’s profitability analyses, together with certain commentary thereon from an independent accounting firm. The Trustees also considered any other benefits derived by CSIM from its relationship with the Fund, such as whether, by virtue of its management of the Fund, CSIM obtains investment information or other research resources that aid it in providing advisory services to other clients. The Trustees considered whether the varied levels of compensation and profitability with respect to the Fund under the Agreement and other service agreements were reasonable and justified in light of the quality of all services rendered to the Fund by CSIM and its affiliates. Based on this evaluation, the Board concluded, within the context of its full deliberations, that the profitability of CSIM is reasonable and supported renewal of the Agreement with respect to the Fund.
 
Economies of Scale. The Trustees considered the existence of any economies of scale and whether those are passed along to the Fund’s shareholders through a graduated investment advisory fee schedule or other means, including any fee waivers by CSIM and its affiliates. In this regard, and consistent with their consideration of Fund expenses, the Trustees considered that CSIM and Schwab have previously committed resources to minimize the effects on shareholders of diseconomies of scale during periods when fund assets were relatively small through their contractual expense waivers. For example, such diseconomies of scale may particularly affect newer funds or funds with investment strategies that are from time to time out of favor, but shareholders may benefit from the continued availability of such funds at subsidized expense levels. Based on this evaluation, the Board concluded, within the context of its full deliberations, that the Fund obtains reasonable benefit from economies of scale.
 
In the course of their deliberations, the Trustees did not identify any particular information or factor that was all important or controlling. Based on the Trustees’ deliberation and their evaluation of the information described above, the Board, including all of the Independent Trustees, approved the continuation of the Agreement with respect to the Fund and concluded that the compensation under the Agreement with respect to the Fund is fair and reasonable in light of such services and expenses and such other matters as the Trustees have considered to be relevant in the exercise of their reasonable judgment.
 
 
 
 27


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Trustees and Officers
 
 
The tables below give information about the trustees and officers of Schwab Investments, which includes the funds covered in this report. The “Fund Complex” includes The Charles Schwab Family of Funds, Schwab Capital Trust, Schwab Investments, Schwab Annuity Portfolios, Schwab Strategic Trust, Laudus Trust and Laudus Institutional Trust. The Fund Complex includes 99 funds.
 
The address for all trustees and officers is 211 Main Street, San Francisco, CA 94105. You can find more information about the trustees and officers in the funds’ Statement of Additional Information, which is available free by calling 1-800-435-4000.
 
 Independent Trustees
 
             
Name, Year of Birth,
      Number of
   
and Position(s) with
      Portfolios in
   
the trust; (Terms of
      Fund Complex
   
office, and length of
  Principal Occupations
  Overseen by
   
Time Served1)   During the Past Five Years   the Trustee   Other Directorships
 
Mariann Byerwalter
1960
Trustee
(Trustee of Schwab Investments since 2000.)
  Chairman of JDN Corporate Advisory LLC (advisory services firm) (Oct. 2001 – present).   76   Director, WageWorks, Inc. (2010 – present)
Director, Redwood Trust, Inc. (1998 – present)
Director, PMI Group Inc. (2001 – 2009)
 
John F. Cogan
1947
Trustee
(Trustee of Schwab Investments 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. 2000 – present).   76   Director, Gilead Sciences, Inc. (2005 – present)
Director, Monaco Coach Corporation (2005 – 2009)
 
William A. Hasler
1941
Trustee
(Trustee of Schwab Investments since 2000.)
  Dean Emeritus, Haas School of Business, University of California, Berkeley (July 1998 – present).   76   Director, TOUSA (1998 – present)
Director, Globalstar, Inc. (2009 – present)
Director, Aviat Networks (2001 – present)
Director, Mission West Properties (1998 – 2012)
Director, Ditech Networks Corporation (1997 – 2012)
Director, Genitope Corporation (2000 – 2009)
 
David L. Mahoney
1954
Trustee
(Trustee of Schwab Investments since 2011.)
  Private Investor.   76   Director, Symantec Corporation (2003 – present)
Director, Corcept Therapeutics Incorporated (2004 – present)
Director, Tercica Inc. (2004 – 2008)
 
Kiran M. Patel
1948
Trustee
(Trustee of Schwab Investments since 2011.)
  Retired. Formerly, Executive Vice President and General Manager of Small Business Group, Intuit, Inc. (financial software and services for consumers and small businesses) (Dec. 2008 – Sept. 2013); 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).   76   Director, KLA-Tencor Corporation (2008 – present)
Director, BEA Systems, Inc. (2007 – 2008)
 
Gerald B. Smith
1950
Trustee
(Trustee of Schwab Investments since 2000.)
  Chairman, Chief Executive Officer and Founder of Smith Graham & Co. (investment advisors) (1990 – present).   76   Director and Chairman of the Audit Committee, Oneok Partners LP (2003 – present)
Director, Oneok, Inc. (2009 – present)
Lead Independent Director, Board of Cooper Industries (2002 – 2012)
 
 
 
 
28 


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 Independent Trustees (continued)
 
             
Name, Year of Birth,
      Number of
   
and Position(s) with
      Portfolios in
   
the trust; (Terms of
      Fund Complex
   
office, and length of
  Principal Occupations
  Overseen by
   
Time Served1)   During the Past Five Years   the Trustee   Other Directorships
 
Joseph H. Wender
1944
Trustee
(Trustee of Schwab Investments since 2008.)
  Senior Consultant, Goldman Sachs & Co., Inc. (investment banking and securities firm) (Jan. 2008 – present); Partner, Colgin Partners, LLC (vineyards) (February 1998 – present).   76   Board Member and Chairman of the Audit Committee, Isis Pharmaceuticals (1994 – present)
 
 
 Interested Trustees
 
             
Name, Year of Birth,
      Number of
   
and Position(s) with
      Portfolios in
   
the trust; (Terms of
      Fund Complex
   
office, and length of
  Principal Occupations
  Overseen by
   
Time Served )   During the Past Five Years   the Trustee   Other Directorships
 
Charles R. Schwab2
1937
Chairman and Trustee
(Chairman and Trustee of Schwab Investments since 199.)
  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.   76   None
 
Walter W. Bettinger II2
1960
Trustee
(Trustee of Schwab Investments 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. Until October 2008, President and Chief Operating Officer, Charles Schwab & Co., Inc. and The Charles Schwab Corporation. From 2004 through 2007, Executive Vice President and President, Schwab Investor Services. From 2004 through 2005, Executive Vice President and Chief Operating Officer, Individual Investor Enterprise, and from 2002 through 2004, Executive Vice President, Corporate Services.   99   None
 
 
 Officers of the Trust
 
     
Name, Year of Birth, and Position(s)
   
with the trust; (Terms of office, and
   
length of Time Served3)   Principal Occupations During the Past Five Years
 
Marie Chandoha
1961
President and Chief Executive Officer
(Officer of Schwab Investments 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 – Oct. 2011), Charles Schwab Investment Management, Inc.; President, Chief Executive Officer (Dec. 2010 – present), and Chief Investment Officer (Sept. 2010 – Oct. 2011), Schwab Funds, Laudus Funds and Schwab ETFs; Global Head of Fixed Income Business Division, BlackRock, Inc. (formerly Barclays Global Investors) (March 2007 – August 2010).
 
 
 
 
 29


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 Officers of the Trust (continued)
 
     
Name, Year of Birth, and Position(s)
   
with the trust; (Terms of office, and
   
length of Time Served3)   Principal Occupations During the Past Five Years
 
George Pereira
1964
Treasurer and Principal Financial Officer
(Officer of Schwab Investments since 2004.)
  Senior Vice President and Chief Financial Officer (Nov. 2004 – present), Chief Operating Officer (Jan. 2011 – present), Charles Schwab Investment Management, Inc.; 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 (April 2005 – present).
 
Omar Aguilar
1970
Senior Vice President and Chief Investment Officer – Equities
(Officer of Schwab Investments since 2011.)
  Senior Vice President and Chief Investment Officer — Equities, Charles Schwab Investment Management, Inc. (April 2011 – present); Senior Vice President and Chief Investment Officer – Equities, Schwab Funds and Laudus Funds (June 2011 – present); Head of the Portfolio Management Group and Vice President of Portfolio Management, Financial Engines, Inc. (May 2009 – April 2011); Head of Quantitative Equity, ING Investment Management (July 2004 – Jan. 2009).
 
Brett Wander
1961
Senior Vice President and Chief Investment Officer – Fixed Income
(Officer of Schwab Investments since 2011.)
  Senior Vice President and Chief Investment Officer – Fixed Income, Charles Schwab Investment Management, Inc. (April 2011 – present); Senior Vice President and Chief Investment Officer – Fixed Income, Schwab Funds and Laudus Funds (June 2011 – present); Senior Managing Director, Global Head of Active Fixed-Income Strategies, State Street Global Advisors (Jan. 2008 – Oct. 2010); Director of Alpha Strategies, Loomis, Sayles & Company (April 2006 – Jan. 2008).
 
David Lekich
1964
Chief Legal Officer and Secretary
(Officer of Schwab Investments since 2011.)
  Senior Vice President (Sept. 2011 – present), Vice President (March 2004 – Sept. 2011), Charles Schwab & Co., Inc.; Senior Vice President and Chief Counsel (Sept. 2011 – present), Vice President (Jan. 2011 – Sept. 2011), Charles Schwab Investment Management, Inc.; Secretary (April 2011 – present) and Chief Legal Officer (Dec. 2011 – present), Schwab Funds; Vice President and Assistant Clerk, Laudus Funds (April 2011 – present); Secretary (May 2011 – present) and Chief Legal Officer (Nov. 2011 – present), Schwab ETFs.
 
Catherine MacGregor
1964
Vice President and Assistant Secretary
(Officer of Schwab Investments 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 (Nov. 2005 – present) and Assistant Secretary (June 2007 – present), Schwab Funds; Vice President and Assistant Secretary, 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 retire at age 72 or after twenty years as a trustee, whichever comes first. In addition, the retirement policy requires any independent trustee of 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 own stock of The Charles Schwab Corporation, the parent company of the investment adviser.
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.
 
 
 
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Glossary
 
 
asset allocation The practice of dividing a portfolio among different asset classes, with each asset class assigned a particular percentage.
 
asset class A group of securities with similar structure and basic characteristics. Stocks, bonds and cash are the three main examples of asset classes.
 
beta A historical measure of an investment’s volatility relative to a market index (usually the S&P 500). The index is defined as having a beta of 1.00. Investments with a beta higher than 1.00 have been more volatile than the index; those with a beta of less than 1.00 have been less volatile.
 
Barclays U.S. Aggregate Bond Index A broad-based benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-back securities (agency fixed-rate and hybrid ARM passthroughs), asset-backed securities, and commercial mortgage-backed securities.
 
bond A security representing a loan from the investor to the issuer. A bond typically pays interest at a fixed rate (the “coupon rate”) until a specified date (the “maturity date”), at which time the issuer returns the money borrowed (“principal” or “face value”) to the bondholder. Because of their structure, bonds are sometimes called “fixed income securities” or “debt securities.”
 
An individual bond is subject to the credit risk of the issuer. Changes in interest rates can affect a bond’s market value prior to call or maturity. There is no guarantee that a bond’s yield to call or maturity will provide a positive return over the rate of inflation.
 
cap, capitalization See “market cap.”
 
capital gain, capital loss the difference between the amount paid for an investment and its value at a later time. If the investment has been sold, the capital gain or loss is considered a realized gain or loss. If the investment is still held, the gain or loss is still “on paper” and is considered unrealized.
 
earnings growth rate For a mutual fund, the average yearly rate at which the earnings of the companies in the fund’s portfolio have grown, measured over the past five years.
 
earnings per share (EPS) A company’s earnings, or net income, for the past 12 months, divided by the number of shares outstanding.
 
expense ratio The amount that is taken from a mutual fund’s assets each year to cover the fund’s operating expenses. An expense ratio of 0.50% means that a fund’s expenses amount to half of one percent of its average net assets a year.
 
FTSE EPRA/NAREIT Global Index An index that is designed to provide a diverse representation of publicly traded equity REITs and listed property companies worldwide. The index constituents are free-float adjusted, and screened on liquidity, size and revenue. The index is comprised of about 34 countries in developed and emerging markets. The Net of Tax Index is calculated based on the maximum withholding tax rates applicable to dividends received by institutional investors who are not residents in the same country as the remitting company and who do not benefit from double taxation treaties.
 
market cap, market capitalization The value of a company as determined by the total value of all shares of its stock outstanding.
 
median market cap The midpoint of the range of market caps of the stocks held by a fund. There are different ways of calculating median market cap. With a simple median, half of the stocks in the fund’s portfolio would be larger than the median, and half would be smaller. With a weighted median (the type that is calculated for these funds), half of the fund’s assets are invested in stocks that are larger than the median market cap, and half in stocks that are smaller.
 
MSCI EAFE (Europe, Australasia, Far East) Index A free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the US & Canada.
 
net asset value (NAV) The value of one share of a mutual fund. NAV is calculated by taking the fund’s total assets, subtracting liabilities, and dividing by the number of shares outstanding.
 
outstanding shares, shares outstanding When speaking of a company or mutual fund, indicates all shares currently held by investors.
 
price-to-book ratio (P/B)  The market price of a company’s stock compared with its “book value.” A mutual fund’s P/B is the weighted average of the P/B of all stocks in the fund’s portfolio.
 
price-to-earnings ratio (P/E)  The market price of a company’s stock compared with earnings over the past year. A mutual fund’s P/E is the weighted average of the P/E of all stocks in the fund’s portfolio.
 
real estate investment trust (REIT) Real estate companies that own and commonly operate income producing commercial and/or residential real estate.
 
real estate operating companies (REOC) Real estate companies that engage in the development, management or financing of real estate.
 
return on equity (ROE) The average yearly rate of return for each dollar of investors’ money, measured over the past five years.
 
S&P 500 Index A market capitalization index that is designed to measure the performance of 500 leading publicly held companies in leading industries of the U.S. economy.
 
stock A share of ownership, or equity, in the issuing company.
 
total return The percentage that an investor would have earned or lost on an investment in the fund assuming dividends and distributions were reinvested.
 
weighted average For mutual funds, an average that gives the same weight to each security as the security represents in the fund’s portfolio.
 
yield The income paid out by an investment, expressed as a percentage of the investment’s market value.
 
 
 
 
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Notes


Table of Contents

 
Schwab Funds® offers you an extensive family of mutual funds, each one based on a clearly defined investment approach and using disciplined management strategies. The list at right shows all currently available Schwab Funds.
 
Whether you are an experienced investor or just starting out, Schwab Funds can help you achieve your financial goals. An investor should consider a fund’s investment objectives, risks, charges and expenses carefully before investing or sending money. This and other important information can be found in the fund’s prospectus. Please call 1-800-435-4000 for a prospectus and brochure for any Schwab Fund. Please read the prospectus carefully before you invest. This report must be preceded or accompanied by a current prospectus.
 
Proxy Voting Policies, Procedures and Results
 
A description of the proxy voting policies and procedures used to determine how to vote proxies on behalf of the funds is available without charge, upon request, by visiting Schwab’s website at www.schwabfunds.com/prospectus, the SEC’s website at http://www.sec.gov, or by contacting Schwab Funds at 1-800-435-4000.
 
Information regarding how a fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available, without charge, by visiting the fund’s website at www.schwabfunds.com/prospectus or the SEC’s website at http://www.sec.gov.
 
The Schwab Funds Family®
 
Stock Funds
Schwab Core Equity Fundtm
Schwab Dividend Equity Fundtm
Schwab Large-Cap Growth Fundtm
Schwab Small-Cap Equity Fundtm
Schwab Hedged Equity Fundtm
Schwab Financial Services Fundtm
Schwab Health Care Fundtm
Schwab® International Core Equity Fund
Schwab Fundamental US Large Company Index Fund
Schwab Fundamental US Small Company Index Fund
Schwab Fundamental International Large Company Index Fund
Schwab Fundamental International Small Company Index Fund
Schwab Fundamental Emerging Markets Large Company Index Fund
Schwab Global Real Estate Fundtm
Schwab® S&P 500 Index Fund
Schwab 1000 Index® Fund
Schwab Small-Cap Index Fund®
Schwab Total Stock Market Index Fund®
Schwab International Index Fund®
 
Asset Allocation Funds
Schwab Balanced Fundtm
Schwab MarketTrack All Equity Portfoliotm
Schwab MarketTrack Growth Portfoliotm
Schwab MarketTrack Balanced Portfoliotm
Schwab MarketTrack Conservative Portfoliotm
Schwab Target 2010 Fund
Schwab Target 2015 Fund
Schwab Target 2020 Fund
Schwab Target 2025 Fund
Schwab Target 2030 Fund
Schwab Target 2035 Fund
Schwab Target 2040 Fund
Schwab Target 2045 Fund
Schwab Target 2050 Fund
Schwab Target 2055 Fund
Schwab® Monthly Income Fund – Moderate Payout
Schwab® Monthly Income Fund – Enhanced Payout
Schwab® Monthly Income Fund – Maximum Payout
 
Bond Funds
Schwab Short-Term Bond Market Fundtm
Schwab Intermediate-Term Bond Fundtm
Schwab Total Bond Market Fundtm
Schwab GNMA Fundtm
Schwab® Treasury Inflation Protected Securities Index Fund
Schwab Tax-Free Bond Fundtm
Schwab California Tax-Free Bond Fundtm
 
Schwab Money Funds
Schwab offers an array of money market funds1. Choose from taxable or tax-advantaged alternatives. Many can be linked to your eligible Schwab account to “sweep” cash balances automatically, subject to availability, when you’re between investments. Or, for your larger cash reserves, choose one of our Value Advantage Investments®.
 
 
1 Investments in money market funds are neither insured nor guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency and, although they seek to preserve the value of your investment at $1 per share, it is possible to lose money.


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(CHARLES SCHWAB LOGO)
 
 
 
Investment Adviser
Charles Schwab Investment Management, Inc.
211 Main Street, San Francisco, CA 94105
 
Funds
Schwab Funds®
P.O. Box 3812, Englewood, CO 80155–3812
 
 
This report is not authorized for distribution to prospective investors
unless preceded or accompanied by a current prospectus.
© 2013 Charles Schwab & Co., Inc. All rights reserved.
Member SIPC
Printed on recycled paper.
MFR38869-06
00103209


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(CHARLES SCHWAB LOGO)


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Item 2: Code of Ethics.
Not applicable to this semi-annual report.
Item 3: Audit Committee Financial Expert.
Not applicable to this semi-annual report.
Item 4: Principal Accountant Fees and Services.
Not applicable to this semi-annual report.
Item 5: Audit Committee of Listed Registrants.
Not applicable.
Item 6: Schedule of Investments.
Except as noted below, the schedules of investments are included as part of the report to shareholders filed under Item 1 of this Form.

 


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Item 7: Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8: Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9: Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10: Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 11: Controls and Procedures.
(a)   Based on their evaluation of Registrant’s disclosure controls and procedures, as of a date within 90 days of the filing date, Registrant’s Chief Executive Officer, Marie Chandoha and Registrant’s Principal Financial Officer, George Pereira, have concluded that Registrant’s disclosure controls and procedures are: (i) reasonably designed to ensure that information required to be disclosed in this report is appropriately communicated to Registrant’s officers to allow timely decisions regarding disclosures required in this report; (ii) reasonably designed to ensure that information required to be disclosed in this report is recorded, processed, summarized and reported in a timely manner; and (iii) are effective in achieving the goals described in (i) and (ii) above.
 
(b)   During the second fiscal quarter of the period covered by this report, there have been no changes in Registrant’s internal control over financial reporting that the above officers believe to have materially affected, or to be reasonably likely to materially affect, Registrant’s internal control over financial reporting.
Item 12: Exhibits.
(a)   (1)     Code of ethics – not applicable to this semi-annual report.
  (2)   Separate certifications for Registrant’s principal executive officer and principal financial officer, as required by Rule 30a-2(a) under the 1940 Act, are attached.
 
  (3)   Not applicable.
(b)   A certification for Registrant’s principal executive officer and principal financial officer, as required by Rule 30a-2(b) under the 1940 Act, is attached. This certification is being furnished to the Securities and Exchange Commission solely pursuant to 18 U.S.C. section 1350 and is not being filed as part of the Form N-CSR with the Commission.

 


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Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Schwab Investments – Schwab Global Real Estate Fund
         
By:
  /s/ Marie Chandoha    
 
 
 
Marie Chandoha
   
 
  Chief Executive Officer    
 
       
Date:
  October 14, 2013    
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
         
By:
  /s/ Marie Chandoha    
 
 
 
Marie Chandoha
   
 
  Chief Executive Officer    
 
       
Date:
  October 14, 2013    
 
       
By:
  /s/ George Pereira    
 
 
 
George Pereira
   
 
  Principal Financial Officer    
 
       
Date:
  October 14, 2013