N-CSRS 1 f30251nvcsrs.htm FORM N-CSRS nvcsrs
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT
OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-8314
Schwab Annuity Portfolios
(Exact name of registrant as specified in charter)
211 Main Street, San Francisco, California 94105
(Address of principal executive offices) (Zip code)
Marie Chandoha
Schwab Annuity Portfolios
211 Main Street, San Francisco, California 94105
(Name and address of agent for service)
Registrant’s telephone number, including area code: (415) 636-7000
Date of fiscal year end: December 31
Date of reporting period: June 30, 2014
 
 
Item 1: Report(s) to Shareholders.

 


 

           
         
           
      Schwab S&P 500
Index Portfolio
   
           
           
      Semiannual report dated June 30, 2014    


 

 
 
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 the Schwab Fund’s website at www.schwabfunds.com/prospectus, the SEC’s website at 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 Schwab’s website at www.schwabfunds.com/prospectus or the SEC’s website at www.sec.gov.
 
The Sector/Industry classifications in this report use the Global Industry Classification Standard (GICS) which was developed by and is the exclusive property of MSCI and Standard & Poor’s (S&P). GICS is a service mark of MSCI and S&P and has been licensed for use by Charles Schwab & Co., Inc. The Industry classifications used in the schedules of Portfolio Holdings are sub-categories of Sector classifications.
 
Investment Adviser: Charles Schwab Investment Management, Inc. (CSIM)


 

 
The Investment Environment
 
 
Many major U.S. stock indices reached record highs during the six-month reporting period ended June 30, 2014, with the S&P 500 Index returning 7.1%. Low interest rates and hopes for faster economic growth down the road helped to make these results possible, although heightened geopolitical tensions drove up market volatility.
 
With the U.S. economy not yet fully recovered, the Federal Reserve (the Fed) kept short-term interest rates low. This approach played a supportive role in propping up the performance of stocks, even as geopolitical tensions rose and the Fed began removing some of its monetary policy accommodations aimed at holding down long-term interest rates. In spite of this policy shift, the S&P 500 Index reached record highs during the reporting period, benefitting from the Fed’s reassurances that short-term interest rates needed to remain low for the time being. Stocks also overcame a brief slowdown in economic growth early in the year due partly to harsh winter weather.
 
Within the S&P 500 Index, the Utilities, Energy, and Health Care sectors were some of the better performers, while the Consumer Discretionary, Telecommunication Services, and Industrials sectors underperformed by comparison.

 Asset Class Performance Comparison % returns during the 6 months ended 6/30/2014
 
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)   7.14%   S&P 500® Index: measures U.S. large-cap stocks
         
(LEGEND)   3.19%   Russell 2000® Index: measures U.S. small-cap stocks
         
(LEGEND)   4.78%   MSCI EAFE® Index (Net): measures (in U.S. dollars) large-cap stocks in Europe, Australasia and the Far East
         
(LEGEND)   3.93%   Barclays U.S. Aggregate Bond Index: measures the U.S. bond market
         
(LEGEND)   0.02%   Barclays U.S. Treasury Bills 1-3 Months Index: measures short-term U.S. Treasury obligations
 
(LINE GRAPH)
 
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.
 
Index figures assume dividends and distributions were reinvested, and do not include trading and management costs, which would lower performance. Indices are unmanaged, do not incur management fees, costs and expenses, and you cannot invest in them directly. Remember that past performance is not a guarantee of future results.

 
 
 
Schwab S&P 500 Index Portfolio 1


 

 
Portfolio Management
 
     
     
(PHOTO)   Agnes Hong, CFA, Managing Director and Head of Passive Equity Strategies, leads the portfolio management teams of Schwab’s index mutual funds and equity ETFs. She also has overall responsibility for all aspects of the management of the portfolio. Prior to joining CSIM in 2009, Ms. Hong spent five years as a portfolio manager at Barclays Global Investors (subsequently acquired by BlackRock), where she managed institutional index funds and quantitative active funds. Prior to that, Ms. Hong worked in management consulting and product management, servicing global financial services clients.
     
(PHOTO)   Ferian Juwono, CFA, Managing Director and Senior Portfolio Manager, is responsible for the day-to-day co-management of the portfolio. Prior to joining CSIM in 2010, Mr. Juwono worked at BlackRock (formerly Barclays Global Investors), where he spent over three years as a portfolio manager, managing equity index funds for institutional clients, and nearly two years as a senior business analyst. Prior to that, Mr. Juwono worked for over four years as a senior financial analyst with Union Bank of California.
     
(PHOTO)   Ron Toll, Portfolio Manager, is responsible for the day-to-day co-management of the portfolio. Mr. Toll has been a portfolio manager with CSIM since 2007, and has held a number of positions at the firm since beginning his tenure in 1998. His previous roles include serving as a manager in Portfolio Operations, and as a manager in Portfolio Operations and Analytics.
 
 
 
Schwab S&P 500 Index Portfolio


 

 
Schwab S&P 500 Index Portfolio
 
 
Performance and Fund Facts as of 06/30/14
 
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
 
                                         
Portfolio and inception Date   6 Months   1 Year   5 Years   10 Years
 
 
Portfolio: Schwab S&P 500 Index Portfolio (11/01/96)
    6.99 %       24.33 %       18.51 %       7.64 %  
S&P 500® Index
    7.14 %       24.61 %       18.83 %       7.78 %  
Fund Category: Morningstar Large-Cap Blend
    6.39 %       23.65 %       17.47 %       7.32 %  
 
Portfolio Expense Ratio3: 0.24%
 
 
 Statistics
         
Number of Holdings
    504  
Weighted Average Market Cap ($ x 1,000,000)
    $125,080  
Price/Earnings Ratio (P/E)
    19.0  
Price/Book Ratio (P/B)
    2.7  
Portfolio Turnover Rate4
    1%  
 
 Sector Weightings % of Investments
         
Information Technology
    18.5%  
Financials
    15.8%  
Health Care
    13.1%  
Consumer Discretionary
    11.7%  
Energy
    10.7%  
Industrials
    10.3%  
Consumer Staples
    9.4%  
Materials
    3.5%  
Utilities
    3.1%  
Telecommunication Services
    2.4%  
Other
    1.5%  
Total
    100.0%  
 
 Top Equity Holdings % of Net Assets5
         
Apple, Inc.
    3.2%  
Exxon Mobil Corp.
    2.4%  
Microsoft Corp.
    1.8%  
Johnson & Johnson
    1.7%  
General Electric Co.
    1.5%  
Wells Fargo & Co.
    1.4%  
Chevron Corp.
    1.4%  
Berkshire Hathaway, Inc., Class B
    1.3%  
JPMorgan Chase & Co.
    1.2%  
The Procter & Gamble Co.
    1.2%  
Total
    17.1%  
 
All total return 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.
 
Portfolio holdings may have changed since the report date.
 
Source of Sector Classification: S&P and MSCI.
 
Standard & Poor’s® S&P®, S&P 500®, Standard & Poor’s 500® and 500® are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by the portfolio. The portfolio is not sponsored, endorsed, sold or promoted by Standard & Poor’s, and Standard & Poor’s makes no representation regarding the advisability of investing in the portfolio.
 
1 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.
2 Portfolio expenses have been partially absorbed by CSIM and its affiliates. Without these reductions, the portfolio’s returns would have been lower. Portfolio performance does not reflect the additional fees and expenses imposed by the insurance company under the variable insurance product contract. If those contract fees and expenses were included, the performance would be less than that shown. Please refer to the variable insurance product prospectus for a complete listing of these expenses.
3 As stated in the prospectus. Reflects the total annual operating expenses without contractual fee waivers. For actual ratios during the period, refer to the financial highlights section of the financial statements.
4 Not annualized.
5 This list is not a recommendation of any security by the investment adviser.
 
 
 
Schwab S&P 500 Index Portfolio 3


 

 
Fund Expenses (Unaudited)
 
 Examples for a $1,000 Investment
 
The portfolio incurs ongoing costs, such as 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 a 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 January 1, 2014 and held through June 30, 2014.
 
The 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 the portfolio under the heading entitled “Expenses Paid During Period.”
 
The Hypothetical Return line in the table below provides information about hypothetical account values and hypothetical expenses based on a 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 portfolio 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.
 
                                 
            Ending
   
        Beginning
  Account Value
  Expenses Paid
    Expense Ratio1
  Account Value
  (Net of Expenses)
  During Period2
    (Annualized)   at 1/1/14   at 6/30/14   1/1/14–6/30/14
 
Schwab S&P 500 Index Portfolio                                
Actual Return
    0.22%     $ 1,000.00     $ 1,069.90     $ 1.13  
Hypothetical 5% Return
    0.22%     $ 1,000.00     $ 1,023.70     $ 1.10  
 
 
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 portfolio are equal to its annualized expense ratio, multiplied by the average account value over the period, multiplied by 181 days of the period, and divided by 365 days of the fiscal year.
 
 
 
Schwab S&P 500 Index Portfolio


 

 
Schwab S&P 500 Index Portfolio
 
 
Financial Statements
 
Financial Highlights
 
                                                     
    1/1/14–
  1/1/13–
  1/1/12–
  1/1/11–
  1/1/10–
  1/1/09–
   
    6/30/14*   12/31/13   12/31/12   12/31/11   12/31/10   12/31/09    
 
 
Per-Share Data ($)
Net asset value at beginning of period
    27.03       20.82       18.30       18.27       16.24       13.18      
   
Income (loss) from investment operations:
                                                   
Net investment income (loss)
    0.24       0.42       0.41       0.34       0.38       0.31      
Net realized and unrealized gains (losses)
    1.65       6.19       2.45       0.02 1     2.00       3.14      
   
Total from investment operations
    1.89       6.61       2.86       0.36       2.38       3.45      
Less distributions:
                                                   
Distributions from net investment income
    (0.42 )     (0.40 )     (0.34 )     (0.33 )     (0.35 )     (0.39 )    
   
Net asset value at end of period
    28.50       27.03       20.82       18.30       18.27       16.24      
   
Total return (%)
    6.99 2     32.06       15.74       1.89       14.68       26.18      
 
Ratios/Supplemental Data (%)
Ratios to average net assets:
                                                   
Net operating expenses
    0.22 3     0.24       0.28       0.27       0.28       0.28      
Gross operating expenses
    0.23 3     0.26       0.29       0.28       0.30       0.30      
Net investment income (loss)
    1.80 3     1.84       2.03       1.82       1.79       2.10      
Portfolio turnover rate
    1 2     2       4       4       3       4      
Net assets, end of period ($ x 1,000,000)
    209       193       139       122       123       127      

* Unaudited.

1 The per share amount does not accord with the change in aggregate gains and losses in securities during the period because of the timing of fund transactions in relation to fluctuating market values.
2 Not annualized.
3 Annualized.
 
 
 
See financial notes 5


 

 
 Schwab S&P 500 Index Portfolio
 

 
Portfolio Holdings as of June 30, 2014 (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   ($)   ($)
 
  98 .6%   Common Stock     97,357,443       205,835,743  
  1 .4%   Short-Term Investments     2,931,126       2,931,126  
 
 
  100 .0%   Total Investments     100,288,569       208,766,869  
  0 .2%   Collateral Invested for Securities on Loan     319,182       319,182  
  (0 .2%)   Other Assets and Liabilities, Net             (411,432 )
 
 
  100 .0%   Net Assets             208,674,619  
 
                 
    Number
  Value
Security   of Shares   ($)
 
 Common Stock 98.6% of net assets
 
Automobiles & Components 1.2%
BorgWarner, Inc.
    2,800       182,532  
Delphi Automotive plc
    3,400       233,716  
Ford Motor Co.
    46,736       805,729  
General Motors Co.
    15,543       564,211  
Harley-Davidson, Inc.
    2,602       181,750  
Johnson Controls, Inc.
    7,700       384,461  
The Goodyear Tire & Rubber Co.
    3,262       90,618  
                 
              2,443,017  
 
Banks 5.9%
Bank of America Corp.
    124,287       1,910,291  
BB&T Corp.
    8,492       334,840  
Citigroup, Inc.
    35,904       1,691,078  
Comerica, Inc.
    2,130       106,841  
Fifth Third Bancorp
    9,805       209,337  
Hudson City Bancorp, Inc.
    5,100       50,133  
Huntington Bancshares, Inc.
    9,356       89,256  
JPMorgan Chase & Co.
    44,732       2,577,458  
KeyCorp
    10,300       147,599  
M&T Bank Corp.
    1,571       194,882  
People’s United Financial, Inc.
    3,700       56,129  
Regions Financial Corp.
    16,027       170,207  
SunTrust Banks, Inc.
    6,300       252,378  
The PNC Financial Services Group, Inc.
    6,326       563,330  
U.S. Bancorp
    21,454       929,387  
Wells Fargo & Co.
    56,650       2,977,524  
Zions Bancorp
    2,008       59,176  
                 
              12,319,846  
 
Capital Goods 7.7%
3M Co.
    7,330       1,049,949  
Allegion plc
    1,033       58,550  
AMETEK, Inc.
    2,800       146,384  
Caterpillar, Inc.
    7,380       801,985  
Cummins, Inc.
    2,000       308,580  
Danaher Corp.
    7,110       559,770  
Deere & Co.
    4,440       402,042  
Dover Corp.
    2,000       181,900  
Eaton Corp. plc
    5,634       434,832  
Emerson Electric Co.
    8,311       551,518  
Fastenal Co.
    3,152       155,992  
Flowserve Corp.
    1,700       126,395  
Fluor Corp.
    1,900       146,110  
General Dynamics Corp.
    3,810       444,056  
General Electric Co.
    118,520       3,114,706  
Honeywell International, Inc.
    9,256       860,345  
Illinois Tool Works, Inc.
    4,644       406,629  
Ingersoll-Rand plc
    3,100       193,781  
Jacobs Engineering Group, Inc. *
    1,583       84,342  
Joy Global, Inc.
    1,100       67,738  
L-3 Communications Holdings, Inc.
    1,100       132,825  
Lockheed Martin Corp.
    3,130       503,085  
Masco Corp.
    3,910       86,802  
Northrop Grumman Corp.
    2,554       305,535  
PACCAR, Inc.
    4,094       257,226  
Pall Corp.
    1,200       102,468  
Parker Hannifin Corp.
    1,735       218,142  
Pentair plc
    2,399       173,016  
Precision Castparts Corp.
    1,700       429,080  
Quanta Services, Inc. *
    2,597       89,804  
Raytheon Co.
    3,713       342,524  
Rockwell Automation, Inc.
    1,590       199,004  
Rockwell Collins, Inc.
    1,600       125,024  
Roper Industries, Inc.
    1,179       172,146  
Snap-on, Inc.
    688       81,542  
Stanley Black & Decker, Inc.
    1,823       160,096  
Textron, Inc.
    3,300       126,357  
The Boeing Co.
    7,896       1,004,608  
United Technologies Corp.
    9,968       1,150,806  
W.W. Grainger, Inc.
    700       177,989  
Xylem, Inc.
    2,000       78,160  
                 
              16,011,843  
 
Commercial & Professional Supplies 0.7%
Cintas Corp.
    1,157       73,516  
Equifax, Inc.
    1,442       104,603  
Iron Mountain, Inc.
    2,133       75,615  
Nielsen N.V.
    3,583       173,453  
Pitney Bowes, Inc.
    2,300       63,526  
Republic Services, Inc.
    3,236       122,871  
Robert Half International, Inc.
    1,550       73,997  
Stericycle, Inc. *
    1,000       118,420  
The ADT Corp.
    2,300       80,362  
The Dun & Bradstreet Corp.
    500       55,100  
Tyco International Ltd.
    5,452       248,611  
Waste Management, Inc.
    5,155       230,583  
                 
              1,420,657  
 
 
 
See financial notes


 

 
 Schwab S&P 500 Index Portfolio
 

 
Portfolio Holdings (Unaudited) continued
 
                 
    Number
  Value
Security   of Shares   ($)
 
Consumer Durables & Apparel 1.3%
Coach, Inc.
    3,100       105,989  
D.R. Horton, Inc.
    3,422       84,113  
Fossil Group, Inc. *
    600       62,712  
Garmin Ltd.
    1,500       91,350  
Harman International Industries, Inc.
    800       85,944  
Hasbro, Inc.
    1,275       67,639  
Leggett & Platt, Inc.
    1,600       54,848  
Lennar Corp., Class A
    2,000       83,960  
Mattel, Inc.
    3,900       151,983  
Michael Kors Holdings Ltd. *
    2,200       195,030  
Mohawk Industries, Inc. *
    700       96,838  
Newell Rubbermaid, Inc.
    3,124       96,813  
NIKE, Inc., Class B
    8,640       670,032  
PulteGroup, Inc.
    3,665       73,886  
PVH Corp.
    986       114,967  
Ralph Lauren Corp.
    700       112,483  
Under Armour, Inc. Class A *
    1,900       113,031  
VF Corp.
    4,040       254,520  
Whirlpool Corp.
    933       129,892  
                 
              2,646,030  
 
Consumer Services 1.7%
Carnival Corp.
    5,022       189,078  
Chipotle Mexican Grill, Inc. *
    360       213,303  
Darden Restaurants, Inc.
    1,591       73,615  
Graham Holdings Co., Class B
    52       37,342  
H&R Block, Inc.
    3,000       100,560  
Marriott International, Inc., Class A
    2,657       170,314  
McDonald’s Corp.
    11,682       1,176,845  
Starbucks Corp.
    8,820       682,491  
Starwood Hotels & Resorts Worldwide, Inc.
    2,340       189,119  
Wyndham Worldwide Corp.
    1,580       119,638  
Wynn Resorts Ltd.
    957       198,635  
Yum! Brands, Inc.
    5,200       422,240  
                 
              3,573,180  
 
Diversified Financials 5.0%
Affiliated Managers Group, Inc. *
    600       123,240  
American Express Co.
    10,852       1,029,529  
Ameriprise Financial, Inc.
    2,278       273,360  
Berkshire Hathaway, Inc., Class B *
    21,280       2,693,197  
BlackRock, Inc.
    1,483       473,967  
Capital One Financial Corp.
    6,680       551,768  
CME Group, Inc.
    3,700       262,515  
Discover Financial Services
    5,490       340,270  
E*TRADE Financial Corp. *
    3,812       81,043  
Franklin Resources, Inc.
    4,700       271,848  
Intercontinental Exchange, Inc.
    1,359       256,715  
Invesco Ltd.
    5,339       201,547  
Legg Mason, Inc.
    1,400       71,834  
Leucadia National Corp.
    3,500       91,770  
McGraw Hill Financial, Inc.
    3,230       268,187  
Moody’s Corp.
    2,223       194,868  
Morgan Stanley
    16,596       536,549  
Navient Corp.
    5,000       88,550  
Northern Trust Corp.
    2,631       168,937  
State Street Corp.
    5,100       343,026  
T. Rowe Price Group, Inc.
    3,123       263,612  
The Bank of New York Mellon Corp.
    13,478       505,155  
The Charles Schwab Corp. (a)
    13,893       374,139  
The Goldman Sachs Group, Inc.
    4,965       831,340  
The NASDAQ OMX Group, Inc.
    1,400       54,068  
                 
              10,351,034  
 
Energy 10.7%
Anadarko Petroleum Corp.
    5,987       655,397  
Apache Corp.
    4,608       463,657  
Baker Hughes, Inc.
    5,163       384,385  
Cabot Oil & Gas Corp.
    4,800       163,872  
Cameron International Corp. *
    2,413       163,384  
Chesapeake Energy Corp.
    5,900       183,372  
Chevron Corp.
    22,500       2,937,375  
Cimarex Energy Co.
    1,029       147,620  
ConocoPhillips
    14,510       1,243,942  
CONSOL Energy, Inc.
    2,719       125,264  
Denbury Resources, Inc.
    4,300       79,378  
Devon Energy Corp.
    4,532       359,841  
Diamond Offshore Drilling, Inc. (b)
    800       39,704  
Ensco plc, Class A
    2,700       150,039  
EOG Resources, Inc.
    6,428       751,176  
EQT Corp.
    1,800       192,420  
Exxon Mobil Corp.
    50,756       5,110,114  
FMC Technologies, Inc. *
    2,780       169,775  
Halliburton Co.
    9,982       708,822  
Helmerich & Payne, Inc.
    1,300       150,943  
Hess Corp.
    3,210       317,437  
Kinder Morgan, Inc.
    7,897       286,345  
Marathon Oil Corp.
    7,864       313,931  
Marathon Petroleum Corp.
    3,432       267,936  
Murphy Oil Corp.
    2,032       135,087  
Nabors Industries Ltd.
    3,200       93,984  
National Oilwell Varco, Inc.
    4,986       410,597  
Newfield Exploration Co. *
    1,641       72,532  
Noble Corp., plc
    2,900       97,324  
Noble Energy, Inc.
    4,200       325,332  
Occidental Petroleum Corp.
    9,297       954,151  
ONEOK, Inc.
    2,400       163,392  
Peabody Energy Corp.
    2,800       45,780  
Phillips 66
    6,688       537,916  
Pioneer Natural Resources Co.
    1,700       390,677  
QEP Resources, Inc.
    2,404       82,938  
Range Resources Corp.
    2,014       175,117  
Rowan Cos. plc, Class A
    1,300       41,509  
Schlumberger Ltd.
    15,391       1,815,369  
Southwestern Energy Co. *
    4,173       189,830  
Spectra Energy Corp.
    7,781       330,537  
Tesoro Corp.
    1,500       88,005  
The Williams Cos., Inc.
    8,702       506,544  
Transocean Ltd.
    4,024       181,201  
Valero Energy Corp.
    6,465       323,897  
                 
              22,327,848  
 
Food & Staples Retailing 2.2%
Costco Wholesale Corp.
    5,187       597,335  
CVS Caremark Corp.
    13,819       1,041,538  
 
 
 
See financial notes 7


 

 
 Schwab S&P 500 Index Portfolio
 

 
Portfolio Holdings (Unaudited) continued
 
                 
    Number
  Value
Security   of Shares   ($)
Safeway, Inc.
    2,740       94,092  
Sysco Corp.
    7,100       265,895  
The Kroger Co.
    6,040       298,557  
Wal-Mart Stores, Inc.
    19,050       1,430,083  
Walgreen Co.
    10,377       769,247  
Whole Foods Market, Inc.
    4,200       162,246  
                 
              4,658,993  
 
Food, Beverage & Tobacco 5.1%
Altria Group, Inc.
    23,478       984,667  
Archer-Daniels-Midland Co.
    7,735       341,191  
Brown-Forman Corp., Class B
    1,927       181,466  
Campbell Soup Co.
    2,000       91,620  
Coca-Cola Enterprises, Inc.
    2,700       129,006  
ConAgra Foods, Inc.
    4,978       147,747  
Constellation Brands, Inc., Class A *
    1,900       167,447  
Dr Pepper Snapple Group, Inc.
    2,300       134,734  
General Mills, Inc.
    7,258       381,335  
Hormel Foods Corp.
    1,500       74,025  
Kellogg Co.
    3,000       197,100  
Keurig Green Mountain, Inc.
    1,500       186,915  
Kraft Foods Group, Inc.
    7,036       421,808  
Lorillard, Inc.
    4,308       262,659  
McCormick & Co., Inc. - Non Voting Shares
    1,500       107,385  
Mead Johnson Nutrition Co.
    2,400       223,608  
Molson Coors Brewing Co., Class B
    1,978       146,689  
Mondelez International, Inc., Class A
    19,990       751,824  
Monster Beverage Corp. *
    1,700       120,751  
PepsiCo, Inc.
    17,919       1,600,884  
Philip Morris International, Inc.
    18,590       1,567,323  
Reynolds American, Inc.
    3,678       221,967  
The Coca-Cola Co.
    44,675       1,892,433  
The Hershey Co.
    1,744       169,813  
The JM Smucker Co.
    1,246       132,786  
Tyson Foods, Inc., Class A
    3,186       119,602  
                 
              10,756,785  
 
Health Care Equipment & Services 4.2%
Abbott Laboratories
    17,855       730,269  
Aetna, Inc.
    4,282       347,185  
AmerisourceBergen Corp.
    2,660       193,276  
Baxter International, Inc.
    6,413       463,660  
Becton, Dickinson & Co.
    2,285       270,316  
Boston Scientific Corp. *
    15,290       195,253  
C.R. Bard, Inc.
    920       131,569  
Cardinal Health, Inc.
    3,934       269,715  
CareFusion Corp. *
    2,417       107,194  
Cerner Corp. *
    3,400       175,372  
Cigna Corp.
    3,191       293,476  
Covidien plc
    5,329       480,569  
DaVita HealthCare Partners, Inc. *
    2,230       161,274  
DENTSPLY International, Inc.
    1,600       75,760  
Edwards Lifesciences Corp. *
    1,200       103,008  
Express Scripts Holding Co. *
    9,137       633,468  
Humana, Inc.
    1,800       229,896  
Intuitive Surgical, Inc. *
    454       186,957  
Laboratory Corp. of America Holdings *
    1,004       102,810  
McKesson Corp.
    2,716       505,746  
Medtronic, Inc.
    11,816       753,388  
Patterson Cos., Inc.
    980       38,720  
Quest Diagnostics, Inc.
    1,760       103,294  
St. Jude Medical, Inc.
    3,304       228,802  
Stryker Corp.
    3,495       294,698  
Tenet Healthcare Corp. *
    1,125       52,808  
UnitedHealth Group, Inc.
    11,581       946,747  
Varian Medical Systems, Inc. *
    1,200       99,768  
WellPoint, Inc.
    3,436       369,748  
Zimmer Holdings, Inc.
    1,983       205,954  
                 
              8,750,700  
 
Household & Personal Products 2.0%
Avon Products, Inc.
    4,916       71,823  
Colgate-Palmolive Co.
    10,278       700,754  
Kimberly-Clark Corp.
    4,453       495,263  
The Clorox Co.
    1,600       146,240  
The Estee Lauder Cos., Inc., Class A
    3,000       222,780  
The Procter & Gamble Co.
    31,982       2,513,465  
                 
              4,150,325  
 
Insurance 2.8%
ACE Ltd.
    3,997       414,489  
Aflac, Inc.
    5,512       343,122  
American International Group, Inc.
    16,971       926,277  
Aon plc
    3,510       316,216  
Assurant, Inc.
    800       52,440  
Cincinnati Financial Corp.
    1,735       83,350  
Genworth Financial, Inc., Class A *
    5,600       97,440  
Lincoln National Corp.
    3,062       157,509  
Loews Corp.
    3,620       159,316  
Marsh & McLennan Cos., Inc.
    6,498       336,726  
MetLife, Inc.
    13,303       739,115  
Principal Financial Group, Inc.
    3,163       159,668  
Prudential Financial, Inc.
    5,460       484,684  
The Allstate Corp.
    5,340       313,565  
The Chubb Corp.
    2,880       265,450  
The Hartford Financial Services Group, Inc.
    5,315       190,330  
The Progressive Corp.
    6,473       164,155  
The Travelers Cos., Inc.
    4,239       398,763  
Torchmark Corp.
    1,000       81,920  
Unum Group
    2,976       103,446  
XL Group plc
    3,300       108,009  
                 
              5,895,990  
 
Materials 3.5%
Air Products & Chemicals, Inc.
    2,509       322,708  
Airgas, Inc.
    795       86,583  
Alcoa, Inc.
    13,855       206,301  
Allegheny Technologies, Inc.
    1,315       59,307  
Avery Dennison Corp.
    1,100       56,375  
Ball Corp.
    1,800       112,824  
Bemis Co., Inc.
    1,200       48,792  
CF Industries Holdings, Inc.
    615       147,926  
 
 
 
See financial notes


 

 
 Schwab S&P 500 Index Portfolio
 

 
Portfolio Holdings (Unaudited) continued
 
                 
    Number
  Value
Security   of Shares   ($)
E.I. du Pont de Nemours & Co.
    10,854       710,286  
Eastman Chemical Co.
    1,800       157,230  
Ecolab, Inc.
    3,197       355,954  
FMC Corp.
    1,500       106,785  
Freeport-McMoRan Copper & Gold, Inc.
    12,277       448,110  
International Flavors & Fragrances, Inc.
    900       93,852  
International Paper Co.
    5,098       257,296  
LyondellBasell Industries N.V., Class A
    4,923       480,731  
MeadWestvaco Corp.
    1,949       86,263  
Monsanto Co.
    6,195       772,764  
Newmont Mining Corp.
    5,846       148,722  
Nucor Corp.
    3,799       187,101  
Owens-Illinois, Inc. *
    2,000       69,280  
PPG Industries, Inc.
    1,600       336,240  
Praxair, Inc.
    3,462       459,892  
Sealed Air Corp.
    2,528       86,382  
Sigma-Aldrich Corp.
    1,482       150,393  
The Dow Chemical Co.
    14,105       725,843  
The Mosaic Co.
    3,900       192,855  
The Sherwin-Williams Co.
    1,033       213,738  
United States Steel Corp.
    1,500       39,060  
Vulcan Materials Co.
    1,555       99,131  
                 
              7,218,724  
 
Media 3.5%
Cablevision Systems Corp., Class A
    2,500       44,125  
CBS Corp., Class B - Non Voting Shares
    6,480       402,667  
Comcast Corp., Class A
    30,728       1,649,479  
DIRECTV *
    5,580       474,356  
Discovery Communications, Inc., Class A *
    2,600       193,128  
Gannett Co., Inc.
    2,560       80,154  
News Corp., Class A *
    5,493       98,544  
Omnicom Group, Inc.
    3,040       216,509  
Scripps Networks Interactive, Inc., Class A
    1,200       97,368  
The Interpublic Group of Cos., Inc.
    4,997       97,491  
The Walt Disney Co.
    19,036       1,632,147  
Time Warner Cable, Inc.
    3,293       485,059  
Time Warner, Inc.
    10,374       728,774  
Twenty-First Century Fox, Inc., Class A
    22,474       789,961  
Viacom, Inc., Class B
    4,680       405,896  
                 
              7,395,658  
 
Pharmaceuticals, Biotechnology & Life Sciences 8.9%
AbbVie, Inc.
    18,793       1,060,677  
Actavis plc *
    2,162       482,234  
Agilent Technologies, Inc.
    3,967       227,865  
Alexion Pharmaceuticals, Inc. *
    2,300       359,375  
Allergan, Inc.
    3,510       593,962  
Amgen, Inc.
    8,947       1,059,056  
Biogen Idec, Inc. *
    2,804       884,129  
Bristol-Myers Squibb Co.
    19,586       950,117  
Celgene Corp. *
    9,500       815,860  
Eli Lilly & Co.
    11,643       723,845  
Forest Laboratories, Inc. *
    2,835       280,665  
Gilead Sciences, Inc. *
    18,151       1,504,899  
Hospira, Inc. *
    1,997       102,586  
Johnson & Johnson
    33,438       3,498,284  
Merck & Co., Inc.
    34,540       1,998,139  
Mylan, Inc. *
    4,391       226,400  
PerkinElmer, Inc.
    1,200       56,208  
Perrigo Co., plc
    1,600       233,216  
Pfizer, Inc.
    75,391       2,237,605  
Regeneron Pharmaceuticals, Inc. *
    942       266,087  
Thermo Fisher Scientific, Inc.
    4,715       556,370  
Vertex Pharmaceuticals, Inc. *
    2,800       265,104  
Waters Corp. *
    1,000       104,440  
Zoetis, Inc.
    5,922       191,103  
                 
              18,678,226  
 
Real Estate 2.2%
American Tower Corp.
    4,670       420,206  
Apartment Investment & Management Co., Class A
    1,577       50,890  
AvalonBay Communities, Inc.
    1,434       203,900  
Boston Properties, Inc.
    1,809       213,788  
CBRE Group, Inc., Class A *
    3,600       115,344  
Crown Castle International Corp.
    3,900       289,614  
Equity Residential
    3,900       245,700  
Essex Property Trust, Inc.
    700       129,437  
General Growth Properties, Inc.
    6,000       141,360  
HCP, Inc.
    5,416       224,114  
Health Care REIT, Inc.
    3,610       226,239  
Host Hotels & Resorts, Inc.
    9,060       199,411  
Kimco Realty Corp.
    4,853       111,522  
Plum Creek Timber Co., Inc.
    2,060       92,906  
Prologis, Inc.
    5,832       239,637  
Public Storage
    1,700       291,295  
Simon Property Group, Inc.
    3,637       604,760  
The Macerich Co.
    1,663       111,005  
Ventas, Inc.
    3,400       217,940  
Vornado Realty Trust REIT
    2,060       219,864  
Weyerhaeuser Co. (b)
    6,966       230,505  
                 
              4,579,437  
 
Retailing 4.0%
Amazon.com, Inc. *
    4,405       1,430,656  
AutoNation, Inc. *
    700       41,776  
AutoZone, Inc. *
    400       214,496  
Bed Bath & Beyond, Inc. *
    2,516       144,368  
Best Buy Co., Inc.
    3,125       96,906  
CarMax, Inc. *
    2,500       130,025  
Dollar General Corp. *
    3,585       205,636  
Dollar Tree, Inc. *
    2,600       141,596  
Expedia, Inc.
    1,200       94,512  
Family Dollar Stores, Inc.
    1,148       75,929  
GameStop Corp., Class A
    1,200       48,564  
Genuine Parts Co.
    1,900       166,820  
Kohl’s Corp.
    2,310       121,691  
L Brands, Inc.
    2,808       164,717  
Lowe’s Cos., Inc.
    12,140       582,599  
Macy’s, Inc.
    4,322       250,762  
Netflix, Inc. *
    700       308,420  
 
 
 
See financial notes 9


 

 
 Schwab S&P 500 Index Portfolio
 

 
Portfolio Holdings (Unaudited) continued
 
                 
    Number
  Value
Security   of Shares   ($)
Nordstrom, Inc.
    1,750       118,878  
O’Reilly Automotive, Inc. *
    1,309       197,135  
PetSmart, Inc.
    1,100       65,780  
Ross Stores, Inc.
    2,400       158,712  
Staples, Inc.
    7,350       79,674  
Target Corp.
    7,487       433,872  
The Gap, Inc.
    3,176       132,026  
The Home Depot, Inc.
    16,265       1,316,814  
The Priceline Group, Inc. *
    620       745,860  
The TJX Cos., Inc.
    8,220       436,893  
Tiffany & Co.
    1,326       132,931  
Tractor Supply Co.
    1,600       96,640  
TripAdvisor, Inc. *
    1,300       141,258  
Urban Outfitters, Inc. *
    1,200       40,632  
                 
              8,316,578  
 
Semiconductors & Semiconductor Equipment 2.3%
Altera Corp.
    3,951       137,337  
Analog Devices, Inc.
    3,630       196,274  
Applied Materials, Inc.
    14,070       317,279  
Avago Technologies Ltd.
    2,975       214,408  
Broadcom Corp., Class A
    6,614       245,512  
First Solar, Inc. *
    900       63,954  
Intel Corp.
    58,836       1,818,032  
KLA-Tencor Corp.
    2,000       145,280  
Lam Research Corp.
    1,912       129,213  
Linear Technology Corp.
    2,730       128,501  
Microchip Technology, Inc.
    2,400       117,144  
Micron Technology, Inc. *
    12,651       416,850  
NVIDIA Corp.
    6,700       124,218  
Texas Instruments, Inc.
    12,768       610,183  
Xilinx, Inc.
    3,213       152,007  
                 
              4,816,192  
 
Software & Services 9.8%
Accenture plc, Class A
    7,400       598,216  
Adobe Systems, Inc. *
    5,471       395,882  
Akamai Technologies, Inc. *
    2,000       122,120  
Alliance Data Systems Corp. *
    641       180,281  
Autodesk, Inc. *
    2,620       147,716  
Automatic Data Processing, Inc.
    5,613       444,999  
CA, Inc.
    3,644       104,729  
Citrix Systems, Inc. *
    2,060       128,853  
Cognizant Technology Solutions Corp., Class A *
    7,210       352,641  
Computer Sciences Corp.
    1,700       107,440  
eBay, Inc. *
    13,488       675,209  
Electronic Arts, Inc. *
    3,558       127,625  
Facebook, Inc., Class A *
    20,323       1,367,535  
Fidelity National Information Services, Inc.
    3,300       180,642  
Fiserv, Inc. *
    3,120       188,198  
Google, Inc., Class A *
    3,348       1,957,475  
Google, Inc., Class C *
    3,348       1,926,037  
International Business Machines Corp.
    11,245       2,038,381  
Intuit, Inc.
    3,396       273,480  
MasterCard, Inc., Class A
    11,820       868,415  
Microsoft Corp.
    88,845       3,704,837  
Oracle Corp.
    40,618       1,646,248  
Paychex, Inc.
    4,046       168,152  
Red Hat, Inc. *
    2,100       116,067  
salesforce.com, Inc. *
    6,689       388,497  
Symantec Corp.
    7,841       179,559  
Teradata Corp. *
    1,800       72,360  
The Western Union Co.
    6,559       113,733  
Total System Services, Inc.
    1,800       56,538  
VeriSign, Inc. *
    1,425       69,554  
Visa, Inc., Class A
    5,948       1,253,303  
Xerox Corp.
    13,167       163,797  
Yahoo! Inc. *
    11,010       386,781  
                 
              20,505,300  
 
Technology Hardware & Equipment 6.4%
Amphenol Corp., Class A
    1,900       183,046  
Apple, Inc.
    71,266       6,622,750  
Cisco Systems, Inc.
    60,546       1,504,568  
Corning, Inc.
    15,465       339,457  
EMC Corp.
    24,197       637,349  
F5 Networks, Inc. *
    895       99,739  
FLIR Systems, Inc.
    1,500       52,095  
Harris Corp.
    1,200       90,900  
Hewlett-Packard Co.
    22,118       744,934  
Jabil Circuit, Inc.
    2,127       44,454  
Juniper Networks, Inc. *
    5,700       139,878  
Motorola Solutions, Inc.
    2,676       178,141  
NetApp, Inc.
    3,900       142,428  
QUALCOMM, Inc.
    19,949       1,579,961  
SanDisk Corp.
    2,759       288,122  
Seagate Technology plc
    3,879       220,405  
TE Connectivity Ltd.
    4,964       306,974  
Western Digital Corp.
    2,500       230,750  
                 
              13,405,951  
 
Telecommunication Services 2.4%
AT&T, Inc.
    61,342       2,169,053  
CenturyLink, Inc.
    6,785       245,617  
Frontier Communications Corp.
    11,096       64,801  
Verizon Communications, Inc.
    48,945       2,394,879  
Windstream Holdings, Inc. (b)
    7,243       72,140  
                 
              4,946,490  
 
Transportation 2.0%
C.H. Robinson Worldwide, Inc.
    1,900       121,201  
CSX Corp.
    11,891       366,362  
Delta Air Lines, Inc.
    10,022       388,052  
Expeditors International of Washington, Inc.
    2,300       101,568  
FedEx Corp.
    3,320       502,582  
Kansas City Southern
    1,300       139,763  
Norfolk Southern Corp.
    3,700       381,211  
Ryder System, Inc.
    600       52,854  
Southwest Airlines Co.
    7,986       214,504  
Union Pacific Corp.
    10,706       1,067,923  
United Parcel Service, Inc., Class B
    8,331       855,260  
                 
              4,191,280  
 
Utilities 3.1%
AES Corp.
    7,450       115,848  
 
 
 
10 See financial notes


 

 
 Schwab S&P 500 Index Portfolio
 

 
Portfolio Holdings (Unaudited) continued
 
                 
    Number
  Value
Security   of Shares   ($)
AGL Resources, Inc.
    1,643       90,414  
Ameren Corp.
    3,100       126,728  
American Electric Power Co., Inc.
    5,769       321,737  
CenterPoint Energy, Inc.
    4,850       123,869  
CMS Energy Corp.
    3,196       99,555  
Consolidated Edison, Inc.
    3,350       193,429  
Dominion Resources, Inc.
    6,874       491,628  
DTE Energy Co.
    2,000       155,740  
Duke Energy Corp.
    8,263       613,032  
Edison International
    3,880       225,467  
Entergy Corp.
    2,227       182,814  
Exelon Corp.
    10,149       370,236  
FirstEnergy Corp.
    4,769       165,580  
Integrys Energy Group, Inc.
    897       63,804  
NextEra Energy, Inc.
    5,155       528,284  
NiSource, Inc.
    3,546       139,500  
Northeast Utilities
    3,600       170,172  
NRG Energy, Inc.
    3,986       148,279  
Pepco Holdings, Inc.
    3,150       86,562  
PG&E Corp.
    5,514       264,782  
Pinnacle West Capital Corp.
    1,550       89,652  
PPL Corp.
    7,467       265,303  
Public Service Enterprise Group, Inc.
    6,014       245,311  
SCANA Corp.
    1,600       86,096  
Sempra Energy
    2,731       285,963  
TECO Energy, Inc.
    2,140       39,547  
The Southern Co.
    10,529       477,806  
Wisconsin Energy Corp.
    2,500       117,300  
Xcel Energy, Inc.
    5,933       191,221  
                 
              6,475,659  
                 
Total Common Stock
(Cost $97,357,443)     205,835,743  
         
                 
                 
Issuer
  Face Amount
  Value
    Rate, Maturity Date   ($)   ($)
 
 Short-Term Investments 1.4% of net assets
 
Time Deposits 1.3%
DNB
0.03%, 07/01/14
    579,078       579,078  
Skandinaviska Enskilda Banken
0.03%,07/01/14
    2,092,057       2,092,057  
                 
              2,671,135  
 
U.S. Treasury Bill 0.1%
U.S. Treasury Bill
0.02%, 09/18/14 (c)(d)
    260,000       259,991  
                 
Total Short-Term Investments
(Cost $2,931,126)     2,931,126  
         
 
End of Investments.
                 
                 
    Number
  Value
Security   of Shares   ($)
 
 Collateral Invested for Securities on Loan 0.2% of net assets
                 
                 
Wells Fargo Advantage Government Money Market Fund 0.01% (e)
    319,182       319,182  
                 
Total Collateral Invested for Securities on Loan
(Cost $319,182)     319,182  
         
 
End of Collateral Invested for Securities on Loan.
 
At 06/30/14, the tax basis cost of the fund’s investments was $103,429,979 and the unrealized appreciation and depreciation were $107,977,325 and ($2,640,435), respectively, with a net unrealized appreciation of $105,336,890.
 
* Non-income producing security.
(a) Issuer is affiliated with the fund’s adviser.
(b) All or a portion of this security is on loan. Securities on loan were valued at $315,668.
(c) All or a portion of this security is held as collateral for open futures contracts.
(d) The rate shown is the purchase yield.
(e) The rate shown is the 7-day yield.
 
     
REIT —
  Real Estate Investment Trust
 
In addition to the above, the fund held the following at 06/30/14.
 
                         
        Contract
  Unrealized
    Number of
  Value
  Appreciation
    Contracts   ($)   ($)
 
 Futures Contracts
                         
                         
S&P 500 Index, e-mini, Long, expires 09/19/14
    28       2,733,360       33,750  
 
 
 
 
See financial notes 11


 

 
 Schwab S&P 500 Index Portfolio
 

 
Portfolio Holdings (Unaudited) continued
 
The following is a summary of the inputs used to value the fund’s investments as of June 30, 2014 (see financial note 2(a) for additional information):
 
                                 
    Quoted Prices in
      Significant
   
    Active Markets for
  Other Significant
  Unobservable
   
    Identical Assets
  Observable Inputs
  Inputs
   
Description
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
Total
 
Common Stock1
    $205,835,743       $—       $—       $205,835,743  
Short-Term Investments1
          2,931,126             2,931,126  
                                 
Total
    $205,835,743       $2,931,126       $—       $208,766,869  
                                 
Other Financial Instruments
                               
Collateral Invested for Securities on Loan
    $319,182       $—       $—       $319,182  
Futures Contracts2
    33,750                   33,750  
 
     
1
  As categorized in Portfolio Holdings.
2
  Futures contracts are not included in Investments in the schedule of portfolio holdings 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 no transfers between Level 1, Level 2 and Level 3 for the period ended June 30, 2014.
 
 
 
12 See financial notes


 

 
 Schwab S&P 500 Index Portfolio
 

Statement of
Assets and Liabilities
As of June 30, 2014; unaudited
 
             
 
Assets
Investments in affiliated issuers, at value (cost $158,789)
        $374,139  
Investments in unaffiliated issuers, at value (cost $100,129,780) including securities on loan of $315,668
  +     208,392,730  
   
Total investments, at value (cost $100,288,569)
        208,766,869  
Collateral invested for securities on loan
        319,182  
Receivables:
           
Dividends
        215,718  
Variation margin on futures contracts
        560  
Income from securities on loan
        241  
Fund shares sold
        25  
Interest
        2  
Prepaid expenses
  +     593  
   
Total assets
        209,303,190  
 
Liabilities
Collateral held for securities on loan
        319,182  
Payables:
           
Investments bought
        180,673  
Investment adviser and administrator fees
        2,597  
Fund shares redeemed
        78,677  
Accrued expenses
  +     47,442  
   
Total liabilities
        628,571  
 
Net Assets
Total assets
        209,303,190  
Total liabilities
      628,571  
   
Net assets
        $208,674,619  
 
Net Assets by Source
Capital received from investors
        107,637,959  
Net investment income not yet distributed
        1,779,660  
Net realized capital losses
        (9,255,051 )
Net unrealized capital appreciation
        108,512,051  
 
Net Asset Value (NAV)
 
                         
        Shares
             
Net Assets   ÷   Outstanding   =   NAV      
$208,674,619
      7,321,872         $28.50      
 
 
 
See financial notes 13


 

 
 Schwab S&P 500 Index Portfolio
 

Statement of
Operations
For the period January 1, 2014 through June 30, 2014; unaudited
 
             
 
Investment Income
Dividends received from affiliated issuer
        $1,597  
Dividends received from unaffiliated issuers (net of foreign withholding taxes of $204)
        1,971,296  
Interest
        717  
Securities on loan
  +     1,592  
   
Total investment income
        1,975,202  
 
Expenses
Investment adviser and administrator fees
        146,468  
Professional fees
        23,100  
Shareholder reports
        12,010  
Transfer agent fees
        10,983  
Index fee
        10,718  
Independent trustees’ fees
        10,333  
Portfolio accounting fees
        6,576  
Custodian fees
        4,636  
Other expenses
  +     1,513  
   
Total expenses
        226,337  
Expense reduction by CSIM
      10,983  
   
Net expenses
      215,354  
   
Net investment income
        1,759,848  
 
Realized and Unrealized Gains (Losses)
Net realized gains on investments
        394,832  
Net realized gains on futures contracts
  +     345,719  
   
Net realized gains
        740,551  
Net change in unrealized appreciation (depreciation) on affiliated issuer
        11,349  
Net change in unrealized appreciation (depreciation) on investments
        11,122,632  
Net change in unrealized appreciation (depreciation) on futures contracts
  +     (91,103 )
   
Net change in unrealized appreciation (depreciation)
  +     11,042,878  
   
Net realized and unrealized gains
        11,783,429  
             
Increase in net assets resulting from operations
        $13,543,277  
 
 
 
14 See financial notes


 

 
 Schwab S&P 500 Index Portfolio
 

Statement of
Changes in Net Assets
For the current and prior report periods
Figures for the current period are unaudited
 
                     
 
Operations
                     
1/1/14-6/30/14     1/1/13-12/31/13  
Net investment income
        $1,759,848       $3,048,534  
Net realized gains (losses)
        740,551       (769,458 )
Net change in unrealized appreciation (depreciation)
  +     11,042,878       43,340,343  
   
Increase in net assets from operations
        13,543,277       45,619,419  
 
Distributions to Shareholders
Distributions from net investment income
        ($3,029,534 )     ($2,746,605 )
 
Transactions in Fund Shares
                                     
        1/1/14-6/30/14     1/1/13-12/31/13  
          SHARES       VALUE       SHARES       VALUE  
Shares sold
        601,330       $16,441,445       1,314,487       $31,642,871  
Shares reinvested
        106,300       3,029,534       118,083       2,746,605  
Shares redeemed
  +     (545,374 )     (14,809,098 )     (970,143 )     (23,175,830 )
   
Net transactions in fund shares
        162,256       $4,661,881       462,427       $11,213,646  
 
Shares Outstanding and Net Assets
        1/1/14-6/30/14     1/1/13-12/31/13  
          SHARES       NET ASSETS       SHARES       NET ASSETS  
Beginning of period
        7,159,616       $193,498,995       6,697,189       $139,412,535  
Total increase
  +     162,256       15,175,624       462,427       54,086,460  
   
End of period
        7,321,872       $208,674,619       7,159,616       $193,498,995  
   
                                     
Net investment income not yet distributed
                $1,779,660               $3,049,346  
 
 
 
See financial notes 15


 

 
 Schwab S&P 500 Index Portfolio
 

 
Financial Notes, unaudited
 
 
1. Business Structure of the Fund:
 
Schwab S&P 500 Index Portfolio (the “fund”) is a series of Schwab Annuity Portfolios (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 Annuity Portfolios (organized January 21, 1994)
       
Schwab Money Market Portfolio
       
Schwab MarketTrack Growth Portfolio II
       
Schwab S&P 500 Index Portfolio
       
Schwab VIT Balanced Portfolio
       
Schwab VIT Balanced with Growth Portfolio
       
Schwab VIT Growth Portfolio
       
 
 
The fund offers one share class. Shares are bought and sold at closing net asset value per share (“NAV”), which is the price for all outstanding shares of a 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 is intended as an investment vehicle for variable annuity contracts and variable life insurance policies to be offered by separate accounts of participating life insurance companies and for pension and retirement plans qualified under the Internal Revenue Code of 1986, as amended. At June 30, 2014, 100% of the fund’s shares were held through one insurance company. Subscriptions and redemptions of these insurance separate accounts could have a material impact on the fund.
 
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 fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 Financial Services - Investment Companies. The accounting policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
 
For more information about the underlying funds’ operations and policies, please refer to those funds’ semiannual and annual reports, which are filed with the U.S. Securities and Exchange Commission (“SEC”).
 
(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
 
 
 
16 


 

 
 Schwab S&P 500 Index Portfolio
 

 
Financial Notes, unaudited (continued)
 
2. Significant Accounting Policies (continued):
 
  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.
 
  •  Futures Contracts (“futures”): Futures are valued at their settlement prices as of the close of their exchanges.
 
  •  Short-term securities (60 days or less to maturity): Short-term securities are valued at amortized cost, which approximates market value.
 
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. Investments in mutual funds are valued daily at their NAVs, which are classified as Level 1 prices.
 
  •  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. 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 assumptions 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 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 June 30, 2014 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
 
 
 
 17


 

 
 Schwab S&P 500 Index Portfolio
 

 
Financial Notes, unaudited (continued)
 
2. Significant Accounting Policies (continued):
 
broker a deposit of cash and/or securities (initial margin) whenever it enters into a 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 appreciation or depreciation 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.
 
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 be maintained on a daily marked-to-market basis in an amount at least equal to the current value of the securities loaned. The lending agent provides the fund with indemnification against borrower default (the borrower fails to return the security on loan) reducing the risk of loss as a result of default. The cash collateral of securities loaned is currently invested in money market portfolios operating under Rule 2a-7 of the 1940 Act. The fund bears the risk of loss with respect to the investment of cash collateral. The terms of the securities lending agreement allow the fund to terminate any loans at any given time. Securities lending income, as disclosed in the 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 and broker rebates which are subject to adjustments pursuant to the securities lending agreement. On loans not collateralized by cash, a fee is received from the borrower, and is allocated between the fund and the lending agent. The fund retains the right to recall a security on loan. The aggregate market value of securities loaned will not at any time exceed one-third of the total assets of the fund, including collateral received from the loan (at market value computed at the time of the loan). Costs and expenses, including agent fees, associated with securities lending activities under the trust’s Securities Lending Program paid to the unaffiliated lending agent are approximately 15% of the gross lending revenues.
 
The values of the securities on loan and the related cash collateral as of June 30, 2014 is disclosed in the fund’s Portfolio Holdings and Statement of Assets and Liabilities.
 
(c) Security Transactions:
 
Security transactions are recorded as of the date the order to buy or sell the security is executed. Realized gains and 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. 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.
 
When a fund closes out a futures 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.
 
(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 and net realized capital gains, if any, once a year.
 
 
 
18 


 

 
 Schwab S&P 500 Index Portfolio
 

 
Financial Notes, unaudited (continued)
 
2. Significant Accounting Policies (continued):
 
(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 the participating insurance company’s (shareholders) separate accounts each year. As long as a fund meets the tax requirements, it is not required to pay federal income tax.
 
(i) 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:
 
Investment Risk. 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.
 
Market Risk. Equity 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.
 
Equity Risk. 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.
 
Investment Style Risk. The fund primarily follows the large-cap portion of the U.S. stock market, as measured by the index. It follows these stocks during upturns as well as downturns. Because of its indexing strategy, the fund does not take steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of the fund’s expenses, the fund’s performance is normally below that of the index.
 
A significant percentage of the index may be composed of securities in a single industry or sector of the economy. If the fund is focused in an industry or sector, it may present more risks than if it were broadly diversified over numerous industries and sectors of the economy.
 
Tracking Error Risk. As an index fund, the fund seeks to track the performance of its comparative index, although it may not be successful in doing so. The divergence between the performance of a fund and its index, positive or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant. For example, a fund may not invest in certain securities in the index, or match the securities’ weightings to the index, due to regulatory, operational, custodial or liquidity constraints; corporate transactions; asset valuations; transaction costs and timing; tax considerations; and index rebalancing, which may result in tracking error.
 
Large Cap Risk. Although the S&P 500 Index encompasses stocks from many different sectors of the economy, its performance primarily reflects that of large-cap stocks, which tend to go in and out of favor based on market and economic conditions. As a result, during a period when these stocks fall behind other types of investment — bonds or mid- or small-cap stocks, for instance — the fund’s performance also will lag those investments.
 
Concentration Risk. To the extent that the fund’s or the index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector, or asset class, the fund may be adversely affected by the performance of
 
 
 
 19


 

 
 Schwab S&P 500 Index Portfolio
 

 
Financial Notes, unaudited (continued)
 
3. Risk Factors (continued):
 
those securities, may be subject to increased price volatility and may be more susceptible to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector, or asset class.
 
Derivatives Risk. 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, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on the fund.
 
Liquidity Risk. 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.
 
Security Lending Risk. Securities lending risk 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.
 
Lack of Governmental Insurance or Guarantee. An investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) 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, payable monthly, based on a percentage of the fund’s average daily net assets as follows:
 
         
Average Daily Net Assets
   
 
First $500 million
    0.15%  
More than $500 million but not exceeding $5 billion
    0.09%  
More than $5 billion but not exceeding $10 billion
    0.08%  
Over $10 billion
    0.07%  
 
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 to 0.28% through April 29, 2016.
 
The fund may engage in certain transactions involving affiliates. For instance, the fund may own shares of The Charles Schwab Corporation if that company is included in its index. Below is the summary of investment activities involving The Charles Schwab Corporation shares owned by the fund during the report period:
 
                                                     
                    Realized
  Dividends
Balance of
          Balance of
  Market
  Gains (Losses)
  Received
Shares Held
  Gross
  Gross
  Shares Held
  Value at
  01/01/14 to
  01/01/14 to
at 12/31/13
 
Purchases
 
Sales
 
at 06/30/14
 
06/30/14
 
06/30/14
 
06/30/14
 
  13,106       787             13,893       $374,139       $—       $1,597  
 
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 CSIM 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
 
 
 
20 


 

 
 Schwab S&P 500 Index Portfolio
 

 
Financial Notes, unaudited (continued)
 
5. Board of Trustees (continued):
 
non-interested persons (independent trustees), as noted on 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 on the fund’s Statement of Operations, if any. The interest expense is determined based on a negotiated rate above the current Federal Funds Rate.
 
7. Purchases and Sales/Maturities of Investment Securities:
 
For the period ended June 30, 2014, purchases and sales/maturities of securities (excluding short-term obligations) were as follows:
 
             
Purchases of Securities
 
Sales/Maturities of Securities
 
  $7,025,669       $1,086,326  
 
8. Derivatives:
 
The fund entered into equity index futures contracts during the report period. The fund invested in futures to equitize available cash. The fair value and variation margin for futures contracts held at June 30, 2014 are presented on 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 $4,040,754 and the month-end average number of contracts held was 43.
 
9. Federal Income Taxes:
 
Capital loss carryforwards may be used to offset future realized capital gains, for federal income tax purposes. As of December 31, 2013, the fund had capital loss carryforwards available to offset future net capital gains before the expiration date as follows:
 
         
Expiration Date
   
 
December 31, 2014
    $880,924  
December 31, 2015
     
December 31, 2016
    2,899,868  
December 31, 2017
    1,365,160  
December 31, 2018
    257,470  
         
Total
    $5,403,422  
         
 
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 year. For the year ended December 31, 2013, the fund had capital losses deferred of $1,325,971, capital losses utilized of $662,198, and capital losses expired of $1,404,034.
 
As of December 31, 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 December 31, 2013, the fund did not incur any interest or penalties.
 
 
 
 21


 

 
 Schwab S&P 500 Index Portfolio
 

 
Financial Notes, unaudited (continued)
 
10. 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.
 
 
 
22 


 

 
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 Annuity Portfolios (the “Trust”) and Charles Schwab Investment Management, Inc. (“CSIM”) (the “Agreement”) with respect to the existing funds in the Trust, including Schwab S&P 500 Index Portfolio (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 30, 2014, and June 3, 2014, and approved the renewal of the Agreement with respect to the Fund for an additional one year term at the meeting held on June 3, 2014. 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
 
5.  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 Schwab’s wide range of products, services, and channel alternatives such as free advice, investment research tools and Internet access and an array of account features that benefit the Fund and its shareholders. 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 the Fund’s 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 appropriate indices/benchmarks, 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 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 groups and comparisons having been selected and calculated by an independent third party. The Trustees considered the effects of CSIM’s and Schwab’s historical practice of waiving management and other fees to prevent total fund expenses from exceeding a specified cap. The Trustees also considered fees charged by CSIM to other mutual funds and to other types of accounts, such as wrap accounts, but, with respect to such other types of accounts, accorded less weight to such comparisons due to the different legal, regulatory, compliance and operating features of mutual
 
 
 
 23


 

funds as compared to these other types of accounts, and the unique insurance dedicated distribution arrangements of the Fund as compared to other funds managed by CSIM. 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 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.
 
 
 
24 


 

 
Trustees and Officers
 
 
The tables below give information about the trustees and officers of Schwab Annuity Portfolios, 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 97 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 Annuity Portfolios 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 Annuity Portfolios 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)
 
David L. Mahoney
1954
Trustee
(Trustee of Schwab Annuity Portfolios since 2011.)
  Private Investor.   76   Director, Symantec Corporation (2003 – present)
Director, Corcept Therapeutics Incorporated (2004 – present)
 
Kiran M. Patel
1948
Trustee
(Trustee of Schwab Annuity Portfolios since 2011.)
  Retired. 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).   76   Director, KLA-Tencor Corporation (2008 – present)
 
Gerald B. Smith
1950
Trustee
(Trustee of Schwab Annuity Portfolios since 2000.)
  Chairman, Chief Executive Officer and Founder of Smith Graham & Co. (investment advisors) (1990 – present).   76   Director, Eaton (2012 – present)
Director and Chairman of the Audit Committee, Oneok Partners LP (2003 – 2013)
Director, Oneok, Inc. (2009 – 2013)
Lead Independent Director, Board of Cooper Industries (2002 – 2012)
 
Joseph H. Wender
1944
Trustee
(Trustee of Schwab Annuity Portfolios 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)
 
 
 
 
 25


 

 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 Annuity Portfolios since 1994.)
  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 Annuity Portfolios 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.   97   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 Annuity Portfolios 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).
 
George Pereira
1964
Treasurer and Principal Financial Officer
(Officer of Schwab Annuity Portfolios 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 Annuity Portfolios 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).
 
 
 
 
26 


 

 
 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
 
Brett Wander
1961
Senior Vice President and Chief Investment Officer – Fixed Income
(Officer of Schwab Annuity Portfolios 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 Annuity Portfolios 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 Annuity Portfolios 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.
 
 
 
 27


 

 
Notes


 

           
         
           
      Schwab Money
Market Portfoliotm
   
           
           
      Semiannual report dated June 30, 2014    


 

 
 
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 the Schwab Fund’s website at www.schwabfunds.com/prospectus, the SEC’s website at 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 Schwab’s website at www.schwabfunds.com/prospectus or the SEC’s website at www.sec.gov.
 
Investment Adviser: Charles Schwab Investment Management, Inc. (CSIM)


 

 
The Investment Environment
 
 
For the six-month reporting period ended June 30, 2014, yields on money market securities remained historically low. With moderate improvements in the U.S. economy, the Federal Reserve began reducing some of its stimulative policies aimed at holding down long-term interest rates, while providing reassurances that low short-term interest rates remained necessary for the time being. Internationally, the European Central Bank further reduced interest rates to support economic growth in the euro zone, with some pockets of economic improvement emerging. Meanwhile, persistent demand and newly implemented regulations that translated into a shrinking supply of taxable money market securities helped to keep yields at extremely low levels.
 
In related industry matters, the Securities and Exchange Commission adopted amendments to the rules that govern money market funds on July 23, 2014. We believe that these amendments strike the right balance of preserving an important cash management tool for investors, while reducing the likelihood of runs on money market funds, and represent a great outcome for retail investors. The majority of our clients seem unlikely to be significantly impacted by these changes, but we will continue to monitor developments as we work toward meeting the SEC’s lengthy implementation timeline, which is two years for the most significant changes in the rules.

 
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.

 
 
 
Schwab Money Market Portfoliotm 1


 

 
Portfolio Management
 
     
     
(PHOTO)   Lynn Paschen, Managing Director and Senior Portfolio Manager, is responsible for the day-to-day management of the portfolio. Prior to joining CSIM in 2011, Ms. Paschen held a number of positions at American Century Investments. She most recently was a portfolio manager, and from 2000 to 2003 worked as a fixed income trader. She has managed money market funds since 2003.
 
 
 
Schwab Money Market Portfoliotm


 

 
Schwab Money Market Portfolio™
 
 
The Schwab Money Market Portfolio (the portfolio) seeks the highest current income consistent with stability of capital and liquidity. To pursue its goal, the portfolio invests in high-quality, short-term money market investments issued by U.S. and foreign issuers. Examples of these securities include commercial paper, certificates of deposit, repurchase agreements, variable-rate debt securities, and obligations issued by the U.S. government or its agencies and instrumentalities. For more information concerning the portfolio’s investment objective, strategy, and risks, please see the portfolio’s prospectus.
 
Since December 2008, when the Federal Reserve (the Fed) first cut short-term interest rates to present-day levels, yields on money market securities have remained historically low—a trend that continued throughout the period. As a result, and to help the portfolio maintain a positive net yield, the portfolio’s investment adviser and its affiliates voluntarily waived certain fees or expenses during the reporting period.* For more information about the portfolio’s yield and other important characteristics, please review the charts and footnotes that follow this discussion.
 
Market Highlights. Conditions in the euro zone and broadly across Europe remained stable for the six-month reporting period ended June 30, 2014, while in the U.S., the Fed kept short-term interest rates near zero percent. However, with moderate improvements in the economy, the Fed began to take measured steps to reduce its efforts to hold down long-term interest rates. The Fed also performed daily test operations of its Reverse Repurchase Facility. The facility sells and repurchases securities and has essentially helped establish a floor for short-term interest rates. This program has become an important additional source of taxable money market supply and serves as another tool to help the Fed manage its policies.
 
Meanwhile, higher selling costs and better economic times contributed to a reduced supply of taxable money market securities. Regulatory requirements have increased the costs of selling short-term securities for many issuers. These costs, and persistently low rates, have encouraged the issuance of longer-term securities instead. In addition, the overall improvements in the U.S. economy translated into stronger cash inflows from taxes, decreasing the government’s need to issue U.S. Treasury bills and reducing the availability of these securities.
 
These combined factors led to a smaller overall supply of money market securities in which the fund typically invests and resulted in historically low yields.
 
Positioning and Strategies. The portfolio’s investment adviser remained focused on ensuring liquidity and stability of capital as market conditions evolved, while closely monitoring developments regarding money market reform. With short-term Treasury yields remaining low, the investment adviser strategically maintained some of the portfolio’s holdings of Treasury securities with longer maturities that seemed to provide attractive yields.
 
 
As of 6/30/14:
 
 Portfolio Composition By Maturity1
 
         
    % of investments  
   
1-7 Days
    17.1%  
8-30 Days
    37.0%  
31-60 Days
    16.7%  
61-90 Days
    14.0%  
91-180 Days
    13.8%  
More than 180 Days
    1.4%  
Total
    100.0%  
 
 Statistics
 
     
Weighted Average Maturity2
  43 Days
Credit Quality Of Holdings3
% of portfolio
  100% Tier 1
 
 Portfolio Composition by Security Type
 
         
    % of investments  
   
Government Agency Debt
    76.1%  
Repurchase Agreement
       
Treasury
    14.7%  
Treasury Debt
    9.2%  
Total
    100.0%  
 
An investment in a money fund is neither insured nor guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. Although money funds seek to preserve the value of your investment at $1 per share, it is possible to lose money by investing in a money fund.
 
Management views and portfolio holdings may have changed since the report date.
 
* The investment adviser and its affiliates may recapture expenses or fees they waived under a voluntary yield waiver until the third anniversary of the end of the fiscal year in which such waiver occurs, subject to certain limitations. For more information on the potential impact of such recapture on future yields, see financial note 4.
1 As shown in the Portfolio Holdings section of the shareholder report.
2 Money funds must maintain a dollar-weighted average maturity of no longer than 60 days and cannot invest in any security whose effective maturity is longer than 397 days (approximately 13 months).
3 Tier 1 securities are rated in one of the two highest rating categories by two nationally recognized statistical rating organizations (“NRSROs”), or by one if only one NRSRO has rated the securities, or, if unrated, determined to be of comparable quality by CSIM pursuant to guidelines adopted by the Board of Trustees. Money market fund shares and U.S. government securities are also Tier 1 securities. The fund uses NRSRO credit ratings from Standard & Poor’s Corp., Moody’s Investors Service, Fitch Ratings, and/or DBRS. The fund may use different ratings provided by other rating agencies for purposes of determining compliance with the fund’s investment policies. The fund itself has not been rated by an independent credit rating agency.
 
 
 
Schwab Money Market Portfoliotm 3


 

 
 Schwab Money Market Portfoliotm

 
Performance and Fund Facts as of 6/30/14
 
 
The performance data quoted represents past performance. Past performance does not guarantee future results. Current performance may be lower or higher than performance data quoted. To obtain more current performance information, please visit www.schwabfunds.com/prospectus.
 
 
 Seven-Day Average Yield Trend for previous 12 months
 
 
 Seven-Day Yields1,2
 
The seven-day yield is the income generated by the portfolio’s holdings minus the portfolio’s operating expenses. The seven-day yields are calculated using standard SEC formulas. The effective yield includes the effect of reinvesting daily dividends. Please remember that money market fund yields fluctuate.
 
           
    Schwab Money Market Portfoliotm
 
Seven-Day Yield
    0.01 %  
 
 
Seven-Day Effective Yield
    0.01 %  
 
 
 
 
An investment in a money fund is neither insured nor guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. Although money funds seek to preserve the value of your investment at $1 per share, it is possible to lose money by investing in a money fund.
 
Portfolio holdings may have changed since the report date.
 
1 Portfolio yields do not reflect the additional fees and expenses imposed by the insurance company under the variable insurance product contract. If those contract fees and expenses were included, the yields would be less than those shown. Please refer to the variable insurance product prospectus for a complete listing of these expenses.
2 The investment adviser and its affiliates have voluntarily waived expenses to maintain a positive net yield for the portfolio (voluntary yield waiver). Without the voluntary yield waiver, the portfolio’s yield would have been lower. The voluntary yield waiver added 0.42% to the seven-day yield. Please see financial note 4 for additional details.
 
 
 
Schwab Money Market Portfoliotm


 

 
Fund Expenses (Unaudited)
 
 Examples for a $1,000 Investment
 
The portfolio incurs ongoing costs, such as 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 a 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 January 1, 2014 and held through June 30, 2014.
 
The 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 the portfolio under the heading entitled “Expenses Paid During Period.”
 
The Hypothetical Return line in the table below provides information about hypothetical account values and hypothetical expenses based on a 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 portfolio 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.
 
                                 
            Ending
   
        Beginning
  Account Value
  Expenses Paid
    Expense Ratio1
  Account Value
  (Net of Expenses)
  During Period2
    (Annualized)   at 1/1/14   at 6/30/14   1/1/14–6/30/14
 
Schwab Money Market Portfoliotm                                
Actual Return
    0.07%     $ 1,000.00     $ 1,000.10     $ 0.35  
Hypothetical 5% Return
    0.07%     $ 1,000.00     $ 1,024.45     $ 0.35  
 
 
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 portfolio are equal to its annualized expense ratio, multiplied by the average account value over the period, multiplied by 181 days of the period, and divided by 365 days of the fiscal year.
 
 
 
Schwab Money Market Portfoliotm 5


 

 
Schwab Money Market Portfolio™
 
 
Financial Statements
 
Financial Highlights
 
                                                     
    1/1/14–
  1/1/13–
  1/1/12–
  1/1/11–
  1/1/10–
  1/1/09–
   
    6/30/14*   12/31/13   12/31/12   12/31/11   12/31/10   12/31/09    
 
 
Per-Share Data ($)
Net asset value at beginning of period
    1.00       1.00       1.00       1.00       1.00       1.00      
   
Income (loss) from investment operations:
                                                   
Net investment income (loss)
    0.00 1     0.00 1     0.00 1     0.00 1     0.00 1     0.00 1    
Net realized and unrealized gains (losses)
    0.00 1     0.00 1,2     0.00 1     (0.00 )1     (0.00 )1     0.00 1    
   
Total from investment operations
    0.00 1     0.00 1     0.00 1     0.00 1     0.00 1     0.00 1    
Less distributions:
                                                   
Distributions from net investment income
    (0.00 )1     (0.00 )1     (0.00 )1     (0.00 )1     (0.00 )1     (0.00 )1    
Distributions from net realized gains
                            (0.00 )1          
   
Total distributions
    (0.00 )1     (0.00 )1     (0.00 )1     (0.00 )1     (0.00 )1     (0.00 )1    
   
Net asset value at end of period
    1.00       1.00       1.00       1.00       1.00       1.00      
   
Total return (%)
    0.01 3     0.01       0.01       0.01       0.05       0.10      
 
Ratios/Supplemental Data (%)
Ratios to average net assets:
                                                   
Net operating expenses
    0.07 4,5     0.08 5     0.12 5     0.10 5     0.18 5     0.34 5,6    
Gross operating expenses
    0.51 4     0.52       0.49       0.45       0.46       0.47      
Net investment income (loss)
    0.01 4     0.01       0.01       0.01       0.01       0.12      
Net assets, end of period ($ x 1,000,000)
    109       106       116       144       149       163      

* Unaudited.

1 Per-share amount was less than $0.01.
2 Net realized and unrealized gains (losses) ratio includes payment from affiliate of $45,600. (See financial note 4)
3 Not annualized.
4 Annualized.
5 Reflects the effect of a voluntary yield waiver in excess of the contractual expense limitation. (See financial note 4)
6 The ratio of net operating expenses would have been 0.31%, if certain non-routine expenses (participation fees for the Treasury’s Temporary Guarantee Program for Money Market Funds) had not been incurred.
 
 
 
See financial notes


 

 
 Schwab Money Market Portfolio
 

 
Portfolio Holdings as of June 30, 2014 (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 quarter 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 fund also files a complete schedule of portfolio holdings with the SEC monthly on Form N-MFP which is available 60 days after the end of the month to which the information pertains. A monthly schedule of portfolio holdings is also available by visiting the fund’s website at www.schwabfunds.com/prospectus along with a link to the fund’s Form N-MFP filings on the SEC’s website.
 
For fixed rate obligations, the rate shown is the coupon rate (the rate established when the obligation was issued) and if the coupon rate is not available, the effective yield at the time of purchase is shown. For variable-rate obligations, the rate shown is the interest rate as of the report date. If the security’s structure includes one of a number of maturity-shortening provisions set forth in Rule 2a-7, such as an interest rate reset, demand feature or put feature, the effective maturity date is disclosed. In addition, the second maturity date shown is either the date on which the principal amount must be paid or the date payment must be made pursuant to a demand feature. If the effective maturity and maturity date are the same, the date will appear in the maturity date column.
 
                         
        Cost
  Value
Holdings by Category   ($)   ($)
 
  73 .2%   Fixed-Rate Obligations     80,078,667       80,078,667  
  11 .5%   Variable-Rate Obligations     12,502,214       12,502,214  
  0 .0%   Other Investment Company     45,600       45,600  
  14 .6%   Repurchase Agreements     15,984,159       15,984,159  
 
 
  99 .3%   Total Investments     108,610,640       108,610,640  
  0 .7%   Other Assets and Liabilities, Net             787,713  
 
 
  100 .0%   Net Assets             109,398,353  
 
                                         
                    Face
   
            Effective
  Maturity
  Amount
  Value
Issuer   Footnotes   Rate   Maturity   Date   ($)   ($)
 
 Fixed-Rate Obligations 73.2% of net assets
 
Government Agency Debt 64.1%
Fannie Mae       1.50%             09/08/14       5,000,000       5,013,022  
        0.13%             09/15/14       1,400,000       1,399,610  
        0.11%             09/22/14       1,158,000       1,157,720  
        0.08%             10/07/14       1,500,000       1,499,673  
                                         
Federal Home Loan Bank       0.07%             07/16/14       4,950,000       4,949,856  
        0.11%             07/16/14       2,000,000       1,999,908  
        0.07%             07/22/14       20,000,000       19,999,184  
        0.08%             08/01/14       3,160,000       3,159,782  
        0.10%             08/27/14       4,000,000       3,999,398  
        0.07%             10/03/14       5,000,000       4,999,086  
        0.07%             10/08/14       3,500,000       3,499,326  
        0.09%             12/03/14       5,000,000       4,998,106  
        0.11%             03/03/15       1,500,000       1,498,877  
                                         
Freddie Mac       5.00%             07/15/14       3,200,000       3,205,975  
        0.10%             08/26/14       1,000,000       999,852  
        0.14%             09/03/14       2,000,000       1,999,502  
        0.07%             09/05/14       2,000,000       1,999,762  
        0.09%             09/08/14       2,000,000       1,999,647  
        0.08%             09/24/14       1,700,000       1,699,679  
                                         
                                      70,077,965  
 
Treasury Debt 9.1%
United States Treasury Department       0.13%             07/31/14       10,000,000       10,000,702  
                                         
Total Fixed-Rate Obligations
(Cost $80,078,667)                                 80,078,667  
                                     
                                         
                                         
 
 
 
See financial notes 7


 

 
 Schwab Money Market Portfolio
 

 
Portfolio Holdings (Unaudited) continued
 
                                         
                    Face
   
            Effective
  Maturity
  Amount
  Value
Issuer   Footnotes   Rate   Maturity   Date   ($)   ($)
 
 Variable-Rate Obligations 11.5% of net assets
 
Government Agency Debt 11.5%
Farm Credit System       0.24%     07/01/14       03/04/15       2,500,000       2,501,537  
                                         
Federal Home Loan Bank       0.11%     07/09/14       12/09/14       10,000,000       10,000,677  
                                         
Total Variable-Rate Obligations
(Cost $12,502,214)                                 12,502,214  
                                     
                                         
                                         
 
 Other Investment Company 0.0% of net assets
 
Money Market Fund 0.0%
State Street Institutional US Government Money Market Fund, Premier Class   (a)   0.00%     n/a       n/a       45,600       45,600  
                                         
Total Other Investment Company
(Cost $45,600)                                 45,600  
                                     
                                         
                                         
                    Maturity
   
            Effective
  Maturity
  Amount
  Value
Issuer   Footnotes   Rate   Maturity   Date   ($)   ($)
 
 Repurchase Agreements 14.6% of net assets
 
Treasury Repurchase Agreements 14.6%
Barclays Capital, Inc                                        
Issued 06/30/14, repurchase date 07/01/14
(Collateralized by U.S. Treasury Securities valued at
$6,103,877, 2.25%, due 07/31/18)
      0.07%             07/01/14       5,984,171       5,984,159  
                                         
BNP Paribas Securities Corp                                        
Issued 06/30/14, repurchase date 07/01/14
(Collateralized by U.S. Treasury Securities valued at
$10,200,039, 0.75% - 4.00%, due 02/15/18 - 08/15/18)
      0.09%             07/01/14       10,000,025       10,000,000  
                                         
Total Repurchase Agreements
(Cost $15,984,159)                                 15,984,159  
                                     
 
End of Investments.
 
At 06/30/14, the tax basis cost of the fund’s investments was $108,610,640.
 
(a) The rate shown is the 7-day yield.
 
 
At June 30, 2014, all of the fund’s investment securities were classified as Level 2. 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 no transfers between Level 1, Level 2 and Level 3 for the period ended June 30, 2014. The breakdown of the fund’s investments into major categories is disclosed on the Portfolio Holdings. (See financial note 2(a) for additional information)
 
 
 
See financial notes


 

 
 Schwab Money Market Portfolio
 

Statement of
Assets and Liabilities
As of June 30, 2014; unaudited
 
             
 
Assets
Investments, at cost and value
        $92,626,481  
Repurchase agreements, at cost and value
  +     15,984,159  
   
Total investments, at cost and value (Note 2a)
        108,610,640  
Cash
        1  
Receivables:
           
Fund shares sold
        773,797  
Interest
        103,591  
Receivable from investment adviser
        740  
Prepaid expenses
  +     359  
   
Total assets
        109,489,128  
 
Liabilities
Payables:
           
Fund shares redeemed
        49,839  
Distributions to shareholders
        409  
Accrued expenses
  +     40,527  
   
Total liabilities
        90,775  
 
Net Assets
Total assets
        109,489,128  
Total liabilities
      90,775  
   
Net assets
        $109,398,353  
 
Net Assets by Source
Capital received from investors
        109,352,345  
Net realized capital gains
        46,008  
 
Net Asset Value (NAV)
 
                         
        Shares
             
Net Assets   ÷   Outstanding   =   NAV      
$109,398,353
      109,399,170         $1.00      
 
 
 
See financial notes 9


 

 
 Schwab Money Market Portfolio
 

Statement of
Operations
For the period January 1, 2014 through June 30, 2014; unaudited
 
             
 
Investment Income
Interest
        $41,631  
 
Expenses
Investment adviser and administrator fees
        187,395  
Professional fees
        27,150  
Portfolio accounting fees
        21,167  
Shareholder reports
        15,838  
Transfer agent fees
        11,238  
Independent trustees’ fees
        7,394  
Custodian fees
        3,122  
Other expenses
  +     1,109  
   
Total expenses
        274,413  
Expense reduction by CSIM and its affiliates
      238,136  
   
Net expenses
      36,277  
   
Net investment income
        5,354  
 
Realized Gains (Losses)
Net realized gains on investments
        407  
             
Increase in net assets resulting from operations
        $5,761  
 
 
 
10 See financial notes


 

 
 Schwab Money Market Portfolio
 

Statement of
Changes in Net Assets
For the current and prior report periods
Figures for the current period are unaudited
 
                     
 
Operations
                     
1/1/14-6/30/14     1/1/13-12/31/13  
Net investment income
        $5,354       $11,617  
Net realized gains
  +     407       46,681 1
   
Increase in net assets from operations
        5,761       58,298  
 
Distributions to Shareholders
Distributions from net investment income
        ($5,354 )     ($11,617 )
 
Transactions in Fund Shares*
Shares sold
        60,812,210       115,039,074  
Shares reinvested
        4,942       11,611  
Shares redeemed
  +     (57,211,627 )     (125,643,578 )
   
Net transactions in fund shares
        3,605,525       (10,592,893 )
 
Net Assets
Beginning of period
        105,792,421       116,338,633  
Total increase or decrease
  +     3,605,932       (10,546,212 )
   
End of period
        $109,398,353       $105,792,421  
 
 
 
     
*
  Transactions took place at $1.00 per share; figures for share quantities are the same as for dollars.
1
  Net realized gains includes payment from affiliate. (See financial note 4)
 
 
 
See financial notes 11


 

 
 Schwab Money Market Portfolio
 

 
Financial Notes, unaudited
 
 
1. Business Structure of the Fund:
 
Schwab Money Market Portfolio (the “fund”) is a series of Schwab Annuity Portfolios (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 Annuity Portfolios (organized January 21, 1994)
       
Schwab Money Market Portfolio
       
Schwab MarketTrack Growth Portfolio II
       
Schwab S&P 500 Index Portfolio
       
Schwab VIT Balanced Portfolio
       
Schwab VIT Balanced with Growth Portfolio
       
Schwab VIT Growth Portfolio
       
 
 
The fund offers one share class. Shares are bought and sold at closing net asset value per share (“NAV”), which is the price for all outstanding shares of a 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 is intended as an investment vehicle for variable annuity contracts and variable life insurance policies to be offered by separate accounts of participating life insurance companies and for pension and retirement plans qualified under the Internal Revenue Code of 1986, as amended. At June 30, 2014, 99% of the fund’s shares were held through two insurance companies. Subscriptions and redemptions of these insurance separate accounts could have a material impact on the fund.
 
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 fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 Financial Services - Investment Companies. The accounting policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
 
For more information about the underlying funds’ operations and policies, please refer to those funds’ semiannual and annual reports, which are filed with the U.S. Securities and Exchange Commission (“SEC”).
 
(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.
 
Securities in the fund are valued at amortized cost (which approximates market value) as permitted in accordance with Rule 2a-7 of the 1940 Act. In the event that security valuations do not approximate market value, securities may be fair valued as determined in accordance with procedures adopted by the Board. 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.
 
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
 
 
 
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 Schwab Money Market Portfolio
 

 
Financial Notes, unaudited (continued)
 
2. Significant Accounting Policies (continued):
 
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. Investments in mutual funds are valued daily at their NAVs, which are classified as Level 1 prices.
 
  •  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. 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. Securities held by money funds operating under Rule 2a-7 of the 1940 Act are valued at amortized cost which approximates current market value and are considered to be valued using Level 2 inputs.
 
  •  Level 3 — significant unobservable inputs (including the fund’s own assumptions 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 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 June 30, 2014 are disclosed in the Portfolio Holdings.
 
(b) Accounting Policies for certain Portfolio Investments (if held):
 
Repurchase Agreements: In a repurchase agreement, a fund buys a security from another party (the “counter-party”), usually a financial institution, with the agreement that it be sold back in the future. Repurchase agreements subject a fund to counter-party risk, meaning that the fund could lose money if the other party fails to perform under the terms of the agreement. The fund mitigates this risk by ensuring that a fund’s repurchase agreements are collateralized by cash, U.S. government securities, fixed income securities, equity securities or other types of securities. These risks are magnified to the extent that a repurchase agreement is secured by collateral other than cash and government securities, such as debt securities, equity securities and high yield securities that are rated below investment grade. All collateral is held by the fund’s custodian (or, with multi-party agreements, the agent’s bank) and is monitored daily to ensure that its market value is at least equal to the repurchase price under the agreement. In the event of a default by the counter-party, realization of the collateral proceeds could be delayed or limited and the value of the collateral may decline. Investments in repurchase agreements are also based on a review of the credit quality of the repurchase agreement counter-party.
 
As of June 30, 2014, the fund had investments in repurchase agreements with a gross value of $15,984,159 as disclosed in the Portfolio Holdings and the Statement of Assets and Liabilities. The value of the related collateral disclosed in the Portfolio Holdings exceeded the value of the repurchase agreements at period end.
 
 
 
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 Schwab Money Market Portfolio
 

 
Financial Notes, unaudited (continued)
 
2. Significant Accounting Policies (continued):
 
Delayed-Delivery Transactions: The fund may buy securities at a predetermined price or yield, with payment and delivery taking place after the customary settlement period for that type of security. The fund will assume the rights and risks of ownership at the time of purchase, including the risk of price and yield fluctuations. Typically, no interest will accrue to a fund until the security is delivered. The fund will earmark or segregate appropriate liquid assets to cover its delayed-delivery purchase obligations.
 
(c) Security Transactions:
 
Security transactions are recorded as of the date the order to buy or sell the security is executed. Realized gains and losses from security transactions are based on the identified costs of the securities involved.
 
(d) Investment Income:
 
Interest income is recorded as it accrues. If a fund buys a debt security at a discount (less than face value) or a premium (more than face value), it amortizes premiums and accretes discounts from the current date up to maturity. The fund then increases (in the case of discounts) or reduces (in the case of premiums) the income it records from the security. If the security is callable (meaning that the issuer has the option to pay it off before its maturity date), then the fund amortizes the premium to the security’s call date and price, rather than the maturity date and price.
 
(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 declares distributions from net investment income, if any, every day it is open for business. These distributions are paid out to the insurance company separate accounts once a month. The fund makes distributions from net realized capital gains, if any, once a year.
 
(g) Custody Credit:
 
The fund has an arrangement with its custodian bank, State Street Bank and Trust Company (“State Street”), under which the fund may receive a credit for its uninvested cash balance to offset its custody fees and accounting fees. The credit amounts, if any, are disclosed in the Statement of Operations as a reduction to the fund’s operating expenses.
 
(h) 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.
 
(i) 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 the participating insurance company’s (shareholders) separate accounts each year. As long as a fund meets the tax requirements, it is not required to pay federal income tax.
 
(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.
 
 
 
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 Schwab Money Market Portfolio
 

 
Financial Notes, unaudited (continued)
 
3. Risk Factors:
 
Investment Risk. 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. Although the fund seeks to preserve the value of a shareholder’s investment at $1 per share, it is possible to lose money by investing in the fund.
 
Interest Rate Risk. Interest rates rise and fall over time. As with any investment whose yield reflects current interest rates, the fund’s yield will change over time. During periods when interest rates are low, the fund’s yield (and total return) also will be low. Because interest rates in the United States are at, or near, historically low levels, a change in a central bank’s monetary policy (e.g., tapering of the Federal Reserve Board’s quantitative easing program) or improving economic conditions may result in an increase in interest rates. A sudden or unpredictable rise in interest rates may cause volatility in the market and may decrease liquidity in the money market securities markets, making it more difficult for the fund to sell its money market investments at a time when the investment adviser might wish to sell such investments. Decreased market liquidity also may make it more difficult to value some or all of the fund’s money market securities holdings. In addition, to the extent the fund makes any reimbursement payments to the investment adviser and/or its affiliates, the fund’s yield would be lower.
 
Repurchase Agreements Risk. When the fund enters into a repurchase agreement, the fund is exposed to the risk that the counter-party will not fulfill its contractual obligation. In a repurchase agreement, there exists the risk that, when the fund buys a security from a counter-party that agrees to repurchase the security at an agreed upon price (usually higher) and time, the counter-party will not repurchase the security. These risks are magnified to the extent that a repurchase agreement is secured by collateral other than cash and government securities, such as debt securities, equity securities and high yield securities that are rated below investment grade (“Alternative Collateral”). High yield securities that are used as Alternative Collateral are subject to greater levels of credit and liquidity risk, and are considered primarily speculative with respect to the issuer’s continuing ability to make principal and interest payments. Alternative Collateral may be subject to greater price volatility and may be more volatile or less liquid than other types of collateral, increasing the risk that the fund will be unable to recover fully in the event of a counter-party’s default.
 
Credit Risk. The fund is subject to the risk that a decline in the credit quality of a fund investment could cause the fund to lose money or underperform. The fund could lose money if the issuer of a fund investment fails to make timely principal or interest payments or if a guarantor, liquidity provider or counter-party of a fund investment fails to honor its obligations. Even though the fund’s investments in repurchase agreements are collateralized at all times, there is some risk to the fund if the other party should default on its obligations and the fund is delayed or prevented from recovering or disposing of the collateral. Negative perceptions of the ability of an issuer, guarantor, liquidity provider or counter-party to make payments or otherwise honor its obligations, as applicable, could also cause the price of that investment to decline. The credit quality of the fund’s portfolio holdings can change rapidly in certain market environments and any downgrade or default on the part of a single fund investment could cause the fund’s share price or yield to fall.
 
Many of the U.S. government securities that the fund invests in are not backed by the full faith and credit of the United States government, which means they are neither issued nor guaranteed by the U.S. Treasury. Although maintained in conservatorship by the Federal Housing Finance Agency since September 2008, Fannie Mae (FNMA) and Freddie Mac (FHLMC) maintain only lines of credit with the U.S. Treasury. The Federal Home Loan Banks (FHLB) maintain limited access to credit lines from the U.S. Treasury. Other securities, such as obligations issued by the Federal Farm Credit Banks Funding Corporation (FFCB), are supported solely by the credit of the issuer. There can be no assurance that the U.S. government will provide financial support to securities of its agencies and instrumentalities if it is not obligated to do so under law. Also, any government guarantees on securities a fund owns do not extend to shares of the fund itself.
 
Credit Enhancement and Liquidity Support Risk. The fund may invest in securities with credit and/or liquidity supports provided by a bank, bond insurance provider, or other financial institution. Adverse developments affecting a particular credit or liquidity support provider, or more generally, banks and financial institutions, could therefore have a negative effect on the value of the fund’s holdings. To the extent that a portion of the fund’s underlying investments are supported by the same bank or financial institution, these risks may be increased.
 
Foreign Investment Risk. The fund’s investments in securities of foreign issuers or securities with credit or liquidity enhancements provided by foreign entities may involve certain risks that are greater than those associated with investments in securities of U.S. issuers or securities with credit or liquidity enhancements provided by U.S. entities. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; differing accounting, auditing, financial
 
 
 
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 Schwab Money Market Portfolio
 

 
Financial Notes, unaudited (continued)
 
3. Risk Factors (continued):
 
reporting and legal standards and practices; differing securities market structures; and higher transaction costs. In addition, sovereign risk, or the risk that a government may become unwilling or unable to meet its loan obligations or guarantees, could increase the credit risk of financial institutions connected to that particular country.
 
Management Risk. Any actively managed mutual 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. The investment adviser’s maturity decisions will also affect the fund’s yield, and in unusual circumstances potentially could affect its share price. To the extent that the investment adviser anticipates interest rate trends imprecisely, the fund’s yield at times could lag those of other money market funds.
 
Liquidity Risk. Liquidity risk exists when particular investments are difficult to purchase or sell. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer, including, for example, during periods of rising interest rates. In addition, dealer inventories of certain securities — and indication of the ability of dealers to engage in “market making” — are at, or near, historic lows in relation to market size, which could potentially lead to decreased liquidity. The fund’s investments in illiquid securities may reduce the returns of the fund because it may be unable to sell the illiquid securities at an advantageous time or price. Further, transactions in illiquid securities may entail transaction costs that are higher than those for transactions in liquid securities.
 
Redemption Risk. The fund may experience periods of heavy redemptions that could cause the fund to liquidate its assets at inopportune times or at a loss or depressed value, particularly during periods of declining or illiquid markets. Redemptions by a few large investors in the fund may have a significant adverse effect on the fund’s ability to maintain a stable $1.00 share price. In the event any money market fund fails to maintain a stable net asset value, other money market funds, including the fund, could face a market-wide risk of increased redemption pressures, potentially jeopardizing the stability of their $1.00 share prices.
 
Money Market Risk. Although a money market fund seeks to maintain a stable $1 NAV, it is possible to lose money by investing in a money market fund. In addition, a money market fund is not designed to offer capital appreciation.
 
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, payable monthly, based on a percentage of the fund’s average daily net assets as follows:
 
         
Average Daily Net Assets
   
 
First $1 billion
    0.35%  
More than $1 billion but not exceeding $10 billion
    0.32%  
More than $10 billion but not exceeding $20 billion
    0.30%  
More than $20 billion but not exceeding $40 billion
    0.27%  
Over $40 billion
    0.25%  
 
Contractual Expense Limitation
 
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 0.50% through April 29, 2016.
 
During the period ended June 30, 2014, the fund waived $238,136 in expenses of which $11,238 was waived in accordance with the contractual expense limitations noted above and the remainder to maintain a positive net yield as noted below.
 
 
 
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 Schwab Money Market Portfolio
 

 
Financial Notes, unaudited (continued)
 
4. Affiliates and Affiliated Transactions (continued):
 
Voluntary Yield Waiver/Reimbursement
 
In addition to the contractual expense limitation agreements noted above, CSIM and its affiliates also may waive and/or reimburse expenses to the extent necessary to maintain a positive net yield for the fund. CSIM and its affiliates may recapture from the fund any of these expenses or fees they have waived and/or reimbursed until the third anniversary of the end of the fiscal year in which such waiver and/or reimbursement occurs, subject to certain limitations. These reimbursement payments by the fund to CSIM and its affiliates are considered “non-routine expenses” and are not subject to any net operating expense limitations in effect at the time of such payment. This recapture could negatively affect the fund’s future yield. There were no prior year amounts recaptured. As of June 30, 2014, the balance of recoupable waivers is as follows:
 
                                     
Expiration Date    
December 31, 2014
 
December 31, 2015
 
December 31, 2016
 
December 31, 2017
 
Total
 
  $495,734       $464,329       $472,070       $226,898       $1,659,031  
 
As of December 31, 2013, the fund had recoupable waivers expire in the amount of $426,637.
 
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.
 
On February 22, 2013, The Charles Schwab Corporation made a payment of $45,600 to Schwab Money Market Portfolio to cover the net remaining losses incurred on certain investments. This payment represented 0.04% of the fund’s net assets on that date.
 
5. Board of Trustees:
 
The Board may include people who are officers and/or directors of CSIM 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 on 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, 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 amount 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 on the fund’s Statement of Operations, if any. The interest expense is determined based on a negotiated rate above the current Federal Funds Rate.
 
7. Federal Income Taxes:
 
Capital loss carryforwards may be used to offset future realized capital gains for federal income tax purposes. As of December 31, 2013, the fund had no capital loss carryforwards.
 
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 year. For the year ended December 31, 2013, the fund had no capital losses deferred and had $1,080 capital losses utilized.
 
As of December 31, 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
 
 
 
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 Schwab Money Market Portfolio
 

 
Financial Notes, unaudited (continued)
 
7. Federal Income Taxes (continued):
 
to unrecognized tax benefits as income tax expense in the Statement of Operations. During the period ended December 31, 2013, the fund did not incur any interest or penalties.
 
8. 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 Annuity Portfolios (the “Trust”) and Charles Schwab Investment Management, Inc. (“CSIM”) (the “Agreement”) with respect to the existing funds in the Trust, including Schwab Money Market Portfolio (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 30, 2014, and June 3, 2014, and approved the renewal of the Agreement with respect to the Fund for an additional one year term at the meeting held on June 3, 2014. 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
 
5.  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 Schwab’s wide range of products, services, and channel alternatives such as free advice, investment research tools and Internet access and an array of account features that benefit the Fund and its shareholders. 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 the Fund’s 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 appropriate indices/benchmarks, 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 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 groups and comparisons having been selected and calculated by an independent third party. The Trustees considered the effects of CSIM’s and Schwab’s historical practice of waiving management and other fees to prevent total fund expenses from exceeding a specified cap. The Trustees also considered fees charged by CSIM to other mutual funds and to other types of accounts, such as wrap accounts, but, with respect to such other types of accounts, accorded less weight to such comparisons due to the different legal, regulatory, compliance and operating features of mutual
 
 
 
 19


 

funds as compared to these other types of accounts, and the unique insurance dedicated distribution arrangements of the Fund as compared to other funds managed by CSIM. 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 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.
 
 
 
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Trustees and Officers
 
 
The tables below give information about the trustees and officers of Schwab Annuity Portfolios, 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 97 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 Annuity Portfolios 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 Annuity Portfolios 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)
 
David L. Mahoney
1954
Trustee
(Trustee of Schwab Annuity Portfolios since 2011.)
  Private Investor.   76   Director, Symantec Corporation (2003 – present)
Director, Corcept Therapeutics Incorporated (2004 – present)
 
Kiran M. Patel
1948
Trustee
(Trustee of Schwab Annuity Portfolios since 2011.)
  Retired. 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).   76   Director, KLA-Tencor Corporation (2008 – present)
 
Gerald B. Smith
1950
Trustee
(Trustee of Schwab Annuity Portfolios since 2000.)
  Chairman, Chief Executive Officer and Founder of Smith Graham & Co. (investment advisors) (1990 – present).   76   Director, Eaton (2012 – present)
Director and Chairman of the Audit Committee, Oneok Partners LP (2003 – 2013)
Director, Oneok, Inc. (2009 – 2013)
Lead Independent Director, Board of Cooper Industries (2002 – 2012)
 
Joseph H. Wender
1944
Trustee
(Trustee of Schwab Annuity Portfolios 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)
 
 
 
 
 21


 

 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 Annuity Portfolios since 1994.)
  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 Annuity Portfolios 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.   97   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 Annuity Portfolios 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).
 
George Pereira
1964
Treasurer and Principal Financial Officer
(Officer of Schwab Annuity Portfolios 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 Annuity Portfolios 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).
 
 
 
 
22 


 

 
 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
 
Brett Wander
1961
Senior Vice President and Chief Investment Officer – Fixed Income
(Officer of Schwab Annuity Portfolios 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 Annuity Portfolios 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 Annuity Portfolios 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.
 
 
 
 23


 

 
Notes


 

           
         
           
      Schwab MarketTrack
Growth Portfolio IItm
   
           
           
      Semiannual report dated June 30, 2014    


 

 
 
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 the Schwab Fund’s website at www.schwabfunds.com/prospectus, the SEC’s website at 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 Schwab’s website at www.schwabfunds.com/prospectus or the SEC’s website at www.sec.gov.
 
Investment Adviser: Charles Schwab Investment Management, Inc. (CSIM)


 

 
The Investment Environment
 
 
For the six-month reporting period ended June 30, 2014, U.S. and international stocks performed well. Efforts by many central banks to stimulate economic growth by keeping interest rates low continued to provide support for stocks. Moderate overall improvement in the U.S. also helped, in spite of harsh winter weather that briefly affected economic growth. Some pockets of improvement emerged in Europe as well. In addition, although emerging markets faced geopolitical tensions and increased volatility, concerns had eased somewhat by May and June, and several markets rallied in response. Reflecting this environment, the Dow Jones U.S. Total Stock Market Index returned 7.0%, the MSCI EAFE Index (Net) returned 4.8%, and the MSCI Emerging Markets Index (Net) returned 6.1%.
 
U.S. bonds generated moderately positive returns during the period, while international bonds performed even better. The Federal Reserve began reducing some of its stimulative policies in January as the economy demonstrated modest improvement, but provided reassurances that short-term interest rates needed to remain low for the time being. In response, yields on longer-term U.S. bonds generally declined. In Europe, many markets also performed well as regional conditions remained relatively stable. As a result, the Citigroup Non-U.S. Dollar World Government Bond Index returned 6.0%, and the Barclays U.S. Aggregate Bond index returned 3.9%.

 Asset Class Performance Comparison % returns during the 6 months ended 6/30/2014
 
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)   7.14%   S&P 500® Index: measures U.S. large-cap stocks
         
(LEGEND)   3.19%   Russell 2000® Index: measures U.S. small-cap stocks
         
(LEGEND)   4.78%   MSCI EAFE® Index (Net): measures (in U.S. dollars) large-cap stocks in Europe, Australasia and the Far East
         
(LEGEND)   3.93%   Barclays U.S. Aggregate Bond Index: measures the U.S. bond market
         
(LEGEND)   0.02%   Barclays U.S. Treasury Bills 1-3 Months Index: measures short-term U.S. Treasury obligations
 
(LINE GRAPH)
 
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.
 
Index figures assume dividends and distributions were reinvested, and do not include trading and management costs, which would lower performance. Indices are unmanaged, do not incur management fees, costs and expenses, and you cannot invest in them directly. Remember that past performance is not a guarantee of future results.

 
 
 
Schwab MarketTrack Growth Portfolio II 1


 

 
Portfolio Management
 
     
     
(PHOTO)   Zifan Tang, CFA, Managing Director and Head of Asset Allocation Strategies, leads the portfolio management team and has overall responsibility for all aspects of the management of the portfolio. Prior to joining CSIM in 2012, Ms. Tang was a product manager at Thomson Reuters and, from 1997 to 2009, worked as a portfolio manager at Barclays Global Investors, which was subsequently acquired by BlackRock.
 
 
 
Schwab MarketTrack Growth Portfolio II


 

 
Schwab MarketTrack Growth Portfolio II
 
 
Performance and Fund Facts as of 06/30/14
 
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
 
                                         
Portfolio and inception Date   6 Months   1 Year   5 Years   10 Years
 
 
Portfolio: Schwab MarketTrack Growth Portfolio IItm (11/01/96)
    4.75 %       19.13 %       14.49 %       6.96 %  
Growth Composite Index
    5.24 %       19.62 %       14.72 %       7.46 %  
S&P 500® Index
    7.14 %       24.61 %       18.83 %       7.78 %  
Barclays U.S. Aggregate Bond Index
    3.93 %       4.37 %       4.85 %       4.93 %  
Fund Category: Morningstar Aggressive Allocation
    5.78 %       19.28 %       14.25 %       6.74 %  
 
Portfolio Expense Ratios3: Net 0.68%; Gross 0.98%
 
 
 Statistics
         
Number of Holdings
    10  
Portfolio Turnover Rate4
    5%  
 
 Asset Class Weightings % of Investments5
         
Equity Funds – Large-Cap
    40.2%  
Equity Funds – International
    20.0%  
Equity Funds – Small-Cap
    20.0%  
Fixed – Income Funds – Intermediate – Term Bond
    14.7%  
Short-Term Investments
    3.4%  
Money Market Fund
    1.7%  
Total
    100.0%  
 
 Top Holdings % of Net Assets6,7
         
Schwab S&P 500 Index Fund
    30.3%  
Schwab Small-Cap Index Fund
    20.1%  
Schwab International Index Fund
    20.0%  
Schwab Total Bond Market Fund
    14.8%  
Schwab 1000 Index Fund
    10.0%  
Schwab Value Advantage Money Fund, Institutional Prime Shares
    1.6%  
Total
    96.8%  
 
All total return 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.
 
The components that make up the composite index may vary over time. For index definitions, please see the Glossary.
 
Portfolio holdings may have changed since the report date.
 
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.
 
1 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.
2 Portfolio expenses have been partially absorbed by CSIM and its affiliates. Without these reductions, the portfolio’s returns would have been lower. Portfolio performance does not reflect the additional fees and expenses imposed by the insurance company under the variable insurance product contract. If those contract fees and expenses were included, the performance would be less than that shown. Please refer to the variable insurance product prospectus for a complete listing of these expenses.
3 As stated in the prospectus. Includes expenses of the underlying funds in which the portfolio invests. The annualized weighted average expense ratio of the underlying funds was 0.18%. Net Expense: Expenses reduced by a contractual fee waiver in effect through at least 4/29/16. Gross Expense: Does not reflect the effect of contractual fee waivers. For actual ratios during the period, refer to the financial highlights section of the financial statements.
4 Not annualized.
5 The portfolio invests mainly in other Schwab Funds and/or Laudus Funds.
6 This list is not a recommendation of any security by the investment adviser.
7 The holdings listed exclude any temporary liquidity investments.
 
 
 
Schwab MarketTrack Growth Portfolio II 3


 

 
Fund Expenses (Unaudited)
 
 Examples for a $1,000 Investment
 
The portfolio incurs ongoing costs, such as 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 a 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 January 1, 2014 and held through June 30, 2014.
 
The 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 the portfolio under the heading entitled “Expenses Paid During Period.”
 
The Hypothetical Return line in the table below provides information about hypothetical account values and hypothetical expenses based on a 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 portfolio 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.
 
                                 
            Ending
   
        Beginning
  Account Value
  Expenses Paid
    Expense Ratio1
  Account Value
  (Net of Expenses)
  During Period2
    (Annualized)   at 1/1/14   at 6/30/14   1/1/14–6/30/14
 
Schwab MarketTrack Growth Portfolio IItm                                
Actual Return
    0.50%     $ 1,000.00     $ 1,047.50     $ 2.54  
Hypothetical 5% Return
    0.50%     $ 1,000.00     $ 1,022.32     $ 2.51  
 
 
1 Based on the most recent six-month expense ratio; may differ from the expense ratio provided in the Financial Highlights. The expenses incurred by the underlying funds in which the portfolio invests are not included in this ratio.
2 Expenses for the portfolio are equal to its annualized expense ratio, multiplied by the average account value over the period, multiplied by 181 days of the period, and divided by 365 days of the fiscal year.
 
 
 
Schwab MarketTrack Growth Portfolio II


 

 
Schwab MarketTrack Growth Portfolio II™
 
 
Financial Statements
 
Financial Highlights
 
                                                     
    1/1/14–
  1/1/13–
  1/1/12–
  1/1/11–
  1/1/10–
  1/1/09–
   
    6/30/14*   12/31/13   12/31/12   12/31/11   12/31/10   12/31/09    
 
 
Per-Share Data ($)
Net asset value at beginning of period
    19.30       16.04       14.50       14.89       13.40       11.09      
   
Income (loss) from investment operations:
                                                   
Net investment income (loss)
    (0.02 )1     0.23 1     0.29 1     0.27 1     0.20 1     0.25      
Net realized and unrealized gains (losses)
    0.94       3.48       1.64       (0.40 )     1.62       2.41      
   
Total from investment operations
    0.92       3.71       1.93       (0.13 )     1.82       2.66      
Less distributions:
                                                   
Distributions from net investment income
    (0.26 )     (0.30 )     (0.39 )     (0.26 )     (0.33 )     (0.35 )    
Distributions from net realized gains
    (0.66 )     (0.15 )                            
   
Total distributions
    (0.92 )     (0.45 )     (0.39 )     (0.26 )     (0.33 )     (0.35 )    
   
Net asset value at end of period
    19.30       19.30       16.04       14.50       14.89       13.40      
   
Total return (%)
    4.75 2     23.56       13.46       (1.01 )     13.62       24.02      
 
Ratios/Supplemental Data (%)
Ratios to average net assets:
                                                   
Net operating expenses3
    0.50 4     0.50       0.50       0.50       0.50       0.50      
Gross operating expenses3
    0.74 4     0.80       0.83       0.80       0.77       0.77      
Net investment income (loss)
    (0.16 )4     1.28       1.85       1.78       1.41       2.03      
Portfolio turnover rate
    5 2     13       8       20       22       12      
Net assets, end of period ($ x 1,000,000)
    33       32       28       28       29       36      

* Unaudited.

1 Calculated based on the average shares outstanding during the period.
2 Not annualized.
3 The expenses incurred by underlying funds in which the fund invests are not included in this ratio.
4 Annualized.
 
 
 
See financial notes 5


 

 
 Schwab MarketTrack Growth Portfolio II
 

 
Portfolio Holdings as of June 30, 2014 (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   ($)   ($)
 
  96 .8%   Other Investment Companies     20,095,935       31,496,462  
  3 .4%   Short-Term Investments     1,099,695       1,099,695  
 
 
  100 .2%   Total Investments     21,195,630       32,596,157  
  (0 .2%)   Other Assets and Liabilities, Net             (56,648 )
 
 
  100 .0%   Net Assets             32,539,509  
 
                 
    Number
  Value
Security   of Shares   ($)
 
 Other Investment Companies 96.8% of net assets
 
Equity Funds 80.4%
                 
 
International 20.0%
Schwab International Index Fund (a)
    313,388       6,521,611  
                 
 
Large-Cap 40.3%
Schwab 1000 Index Fund (a)
    62,465       3,252,548  
Schwab S&P 500 Index Fund (a)
    319,155       9,858,704  
                 
              13,111,252  
                 
 
Small-Cap 20.1%
Schwab Small-Cap Index Fund (a)
    229,322       6,528,804  
                 
              26,161,667  
 
Fixed-Income Fund 14.8%
                 
 
Intermediate-Term Bond 14.8%
Schwab Total Bond Market Fund (a)
    504,622       4,798,956  
 
Money Market Fund 1.6%
Schwab Value Advantage Money Fund, Institutional Prime Shares 0.01% (a)(b)
    535,839       535,839  
                 
Total Other Investment Companies
(Cost $20,095,935)     31,496,462  
         
                 
                 
Issuer
  Face Amount
  Value
    Rate, Maturity Date   ($)   ($)
 
 Short-Term Investments 3.4% of net assets
 
Time Deposits 3.4%
Australia & New Zealand Banking Group Ltd.
0.03%, 07/01/14
    325,639       325,639  
DNB
0.03%, 07/01/14
    325,639       325,639  
Skandinaviska Enskilda Banken
0.03%, 07/01/14
    325,639       325,639  
Sumitomo Mitsui Banking Corp.
0.03%, 07/01/14
    122,778       122,778  
                 
Total Short-Term Investments
(Cost $1,099,695)     1,099,695  
         
 
End of Investments.
 
At 06/30/14, the tax basis cost of the fund’s investments was $21,929,203 and the unrealized appreciation and depreciation were $10,666,954 and ($0) respectively, with a net unrealized appreciation of $10,666,954.
 
(a) Issuer is affiliated with the fund’s adviser.
(b) The rate shown is the 7-day yield.
 
 
The following is a summary of the inputs used to value the fund’s investments as of June 30, 2014 (see financial note 2(a) for additional information):
 
                                 
    Quoted Prices in
      Significant
   
    Active Markets for
  Other Significant
  Unobservable
   
    Identical Assets
  Observable Inputs
  Inputs
   
Description
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
Total
 
Other Investment Companies1
    $31,496,462       $—       $—       $31,496,462  
Short-Term Investments1
          1,099,695             1,099,695  
                                 
Total
    $31,496,462       $1,099,695       $—       $32,596,157  
                                 
 
     
1
  As categorized in Portfolio Holdings.
 
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 no transfers between Level 1, Level 2 and Level 3 for the period ended June 30, 2014.
 
 
 
See financial notes


 

 
 Schwab MarketTrack Growth Portfolio II
 

Statement of
Assets and Liabilities
As of June 30, 2014; unaudited
 
             
 
Assets
Investments in affiliated underlying funds, at value (cost $20,095,935)
        $31,496,462  
Investments in unaffiliated issuers, (cost $1,099,695)
  +     1,099,695  
   
Total investments, at value (cost $21,195,630)
        32,596,157  
Receivables:
           
Investments sold
        151,000  
Dividends
        8,603  
Fund shares sold
        6,603  
Interest
        1  
Prepaid expenses
  +     121  
   
Total assets
        32,762,485  
 
Liabilities
Payables:
           
Investments bought
        169,612  
Investment adviser and administrator fees
        760  
Fund shares redeemed
        18,530  
Accrued expenses
  +     34,074  
   
Total liabilities
        222,976  
 
Net Assets
Total assets
        32,762,485  
Total liabilities
      222,976  
   
Net assets
        $32,539,509  
 
Net Assets by Source
Capital received from investors
        21,748,621  
Distributions in excess of net investment income
        (24,569 )
Net realized capital losses
        (585,070 )
Net unrealized capital appreciation
        11,400,527  
 
Net Asset Value (NAV)
 
                         
        Shares
             
Net Assets   ÷   Outstanding   =   NAV      
$32,539,509
      1,685,681         $19.30      
 
 
 
See financial notes 7


 

 
 Schwab MarketTrack Growth Portfolio II
 

Statement of
Operations
For the period January 1, 2014 through June 30, 2014; unaudited
 
             
 
Investment Income
Dividends received from affiliated underlying funds
        $53,009  
Interest
  +     152  
   
Total investment income
        53,161  
 
Expenses
Investment adviser and administrator fees
        68,364  
Professional fees
        19,836  
Transfer agent fees
        10,935  
Shareholder reports
        5,778  
Independent trustees’ fees
        4,351  
Portfolio accounting fees
        2,961  
Custodian fees
        1,920  
Other expenses
  +     410  
   
Total expenses
        114,555  
Expense reduction by CSIM
      36,868  
   
Net expenses
      77,687  
   
Net investment loss
        (24,526 )
 
Realized and Unrealized Gains (Losses)
Net realized gains on sales of affiliated underlying funds
        150,603  
Net realized gains on unaffiliated investments
  +     58  
   
Net realized gains
        150,661  
Net change in unrealized appreciation (depreciation) on investments
  +     1,355,428  
   
Net realized and unrealized gains
        1,506,089  
             
Increase in net assets resulting from operations
        $1,481,563  
 
 
 
See financial notes


 

 
 Schwab MarketTrack Growth Portfolio II
 

Statement of
Changes in Net Assets
For the current and prior report periods
Figures for the current period are unaudited
 
                     
 
Operations
                     
1/1/14-6/30/14     1/1/13-12/31/13  
Net investment income (loss)
        ($24,526 )     $383,696  
Net realized gains
        150,661       1,094,335  
Net change in unrealized appreciation (depreciation)
  +     1,355,428       4,801,914  
   
Increase in net assets from operations
        1,481,563       6,279,945  
 
Distributions to Shareholders
Distributions from net investment income
        (416,505 )     (515,494 )
Distributions from net realized gains
  +     (1,060,180 )     (261,488 )
   
Total distributions
        ($1,476,685 )     ($776,982 )
 
Transactions in Fund Shares
                                     
        1/1/14-6/30/14     1/1/13-12/31/13  
          SHARES       VALUE       SHARES       VALUE  
Shares sold
        80,723       $1,571,220       160,572       $2,826,615  
Shares reinvested
        76,512       1,476,685       45,786       776,982  
Shares redeemed
  +     (106,064 )     (2,055,805 )     (295,004 )     (5,202,701 )
   
Net transactions in fund shares
        51,171       $992,100       (88,646 )     ($1,599,104 )
 
Shares Outstanding and Net Assets
        1/1/14-6/30/14     1/1/13-12/31/13  
          SHARES       NET ASSETS       SHARES       NET ASSETS  
Beginning of period
        1,634,510       $31,542,531       1,723,156       $27,638,672  
Total increase or decrease
  +     51,171       996,978       (88,646 )     3,903,859  
   
End of period
        1,685,681       $32,539,509       1,634,510       $31,542,531  
   
                                     
Distributions in excess of net investment income/Net investment income not yet distributed
                ($24,569 )             $416,462  
 
 
 
See financial notes 9


 

 
 Schwab MarketTrack Growth Portfolio II
 

 
Financial Notes, unaudited
 
 
1. Business Structure of the Fund:
 
Schwab MarketTrack Growth Portfolio II (the “fund”) is a series of Schwab Annuity Portfolios (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 Annuity Portfolios (organized January 21, 1994)
       
Schwab Money Market Portfolio
       
Schwab MarketTrack Growth Portfolio II
       
Schwab S&P 500 Index Portfolio
       
Schwab VIT Balanced Portfolio
       
Schwab VIT Balanced with Growth Portfolio
       
Schwab VIT Growth Portfolio
       
 
 
The fund is primarily a “fund of funds” as it invests a major portion of its assets in a combination of other Schwab Funds (underlying funds) to achieve its investment objectives and maintain its asset allocation. The fund may also invest directly in equity or fixed income securities and cash equivalents to achieve its investment objectives. The fund bears its share of the allocable expenses of the underlying funds in which it invests. Such expenses are reflected in the net asset values of the underlying funds.
 
The fund offers one share class. Shares are bought and sold at closing net asset value per share (“NAV”) which is the price for all outstanding shares of a 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 is intended as an investment vehicle for variable annuity contracts and variable life insurance policies to be offered by separate accounts of participating life insurance companies and for pension and retirement plans qualified under the Internal Revenue Code of 1986, as amended. At June 30, 2014, 100% of the fund’s shares were held through one insurance company. Subscriptions and redemptions of these insurance separate accounts could have a material impact on the fund.
 
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 fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 Financial Services - Investment Companies. The accounting policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
 
For more information about the underlying funds’ operations and policies, please refer to those funds’ semiannual and annual reports, which are filed with the U.S. Securities and Exchange Commission (“SEC”).
 
(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:
 
  •  Underlying funds: Mutual funds are valued at their respective NAVs.
 
  •  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
 
 
 
10 


 

 
 Schwab MarketTrack Growth Portfolio II
 

 
Financial Notes, unaudited (continued)
 
2. Significant Accounting Policies (continued):
 
  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.
 
  •  Short-term securities (60 days or less to maturity): Short-term securities are valued at amortized cost, which approximates market value.
 
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. Investments in mutual funds are valued daily at their NAVs, which are classified as Level 1 prices.
 
  •  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. 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 assumptions 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 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 June 30, 2014 are disclosed in the Portfolio Holdings.
 
 
 
 11


 

 
 Schwab MarketTrack Growth Portfolio II
 

 
Financial Notes, unaudited (continued)
 
2. Significant Accounting Policies (continued):
 
(b) Security Transactions:
 
Security transactions are recorded as of the date the order to buy or sell the security is executed. Realized gains and losses from security transactions are based on the identified costs of the securities involved.
 
(c) 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. Any distributions from underlying funds are recorded in accordance with the character of the distributions as designated by the underlying funds.
 
(d) 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.
 
(e) Distributions to Shareholders:
 
The fund makes distributions from net investment income and net realized capital gains, if any, once a year.
 
(f) 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.
 
(g) 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 the participating insurance company’s (shareholders) separate accounts each year. As long as a fund meets the tax requirements, it is not required to pay federal income tax.
 
(h) 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.
 
Asset Allocation Risk. The fund is subject to asset allocation risk, which is the risk that the selection of the underlying funds and the allocation of the fund’s assets among the various asset classes and market segments will cause the fund to underperform other funds with a similar investment objective.
 
Affiliated Fund Risk. The investment adviser’s authority to select and substitute underlying funds from a variety of affiliated and unaffiliated mutual funds may create a conflict of interest because the fees paid to it by some underlying funds are higher than the fees paid by other underlying funds. However, the portfolio manager is a fiduciary to the fund and is legally obligated to act in the fund’s best interests when selecting underlying funds, without taking fees into consideration.
 
 
 
12 


 

 
 Schwab MarketTrack Growth Portfolio II
 

 
Financial Notes, unaudited (continued)
 
3. Risk Factors (continued):
 
Market Risk. 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.
 
Underlying Fund Investment Risk. The value of an investment in the fund is based primarily on the prices of the underlying funds that the fund purchases. In turn, the price of each underlying fund is based on the value of its securities. Before investing in the fund, investors should assess the risks associated with the underlying funds in which the fund may invest and the types of investments made by those underlying funds. These risks include any combination of the risks described below, although the fund’s exposure to a particular risk will be proportionate to the fund’s overall asset allocation and underlying fund allocation.
 
  •  Concentration Risk. To the extent that an underlying fund’s or an index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector or asset class, the underlying fund may be adversely affected by the performance of those securities, may be subject to increased price volatility and may be more susceptible to adverse economic, market, political, or regulatory occurrences affecting that market, industry, group of industries, sector or asset class.
 
  •  Investment Risk. An investment in an underlying fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its objective.
 
  •  Investment Style Risk. The underlying funds seek to track the performance of various segments of the stock market, as measured by their respective indices. Each underlying fund follows these stocks during upturns as well as downturns. Because of their indexing strategy, the underlying funds do not take steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of an underlying fund’s expenses, the underlying fund’s performance is normally below that of the index.
 
  •  Equity Risk. 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.
 
  •  Tracking Error Risk. Each underlying index fund seeks to track the performance of its benchmark index, although it may not be successful in doing so. The divergence between the performance of a fund and its benchmark index, positive or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant.
 
  •  Large-Cap Risk. Many of the risks of the underlying funds are associated with their investment in the large-cap segments of the stock market. Large-cap stocks tend to go in and out of favor based on market and economic conditions. During a period when large-cap stocks fall behind other types of investments — bonds or mid- or small- cap stocks, for instance — an underlying fund’s performance also will lag those investments.
 
  •  Small-Cap Risk. Historically, small-cap stocks have been riskier than large- and mid-cap stocks, and their prices may move sharply, especially during market upturns and downturns. Small-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies. During a period when small-cap stocks fall behind other types of investments — large-cap and mid-cap stocks, for instance — an underlying fund’s performance also will lag those investments.
 
  •  Foreign Investment Risk. An underlying fund’s investments in securities of foreign issuers may 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 conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. To the extent an underlying fund’s investment in a single country or a limited number of countries represents a large percentage of the underlying fund’s assets, the underlying fund’s performance may be adversely affected by the economic, political and social conditions in those countries and it may be subject to increased price volatility.
 
 
 
 13


 

 
 Schwab MarketTrack Growth Portfolio II
 

 
Financial Notes, unaudited (continued)
 
3. Risk Factors (continued):
 
  •  Currency Risk. As a result of an underlying fund’s investments in securities denominated in, and/or receiving revenues in foreign currencies, the fund will be subject to currency risk. This is the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in a fund would be adversely affected.
 
  •  Derivatives Risk. An underlying 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, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund.
 
  •  Exchange-Traded Funds (“ETF”) Risk. When a fund invests in an 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 of securities.
 
  •  Debt Securities Risk. Bond prices generally fall when interest rates rise. Bonds with longer maturities tend to be more sensitive to this risk. Underlying fund performance also could be affected if an issuer or guarantor of a bond held by the fund fails to make timely principal or interest payments or otherwise honor its obligations. Lower-quality bonds are considered speculative with respect to their issuer’s ability to make timely payments or otherwise honor their obligations. In addition, prices of lower-quality bonds tend to be more volatile than those of investment-grade bonds, and may fall based on bad news about the issuer, an industry or the overall economy.
 
  •  Interest Rate Risk. An underlying fund’s investments in fixed income securities are subject to the risk that interest rates rise and fall over time. As with any investment whose yield reflects current interest rates, an underlying fund’s yield will change over time. During periods when interest rates are low, an underlying fund’s yield (and total return) also may be low. Changes in interest rates also may affect an underlying fund’s share price: a sharp rise in interest rates could cause the underlying fund’s share price to fall. The longer the underlying fund’s duration, the more sensitive to interest rate movements its share price is likely to be. Because interest rates in the United States are at, or near, historically low levels, a change in a central bank’s monetary policy (e.g., tapering of the Federal Reserve Board’s quantitative easing program) or improving economic conditions may result in an increase in interest rates.
 
  •  Liquidity Risk. A particular investment may be difficult to purchase or sell. An underlying fund may be unable to sell illiquid securities at an advantageous time or price.
 
  •  Securities Lending Risk. An underlying fund may lend its portfolio securities to brokers, dealers, and other financial institutions. 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.
 
Direct Investment Risk. The fund may invest directly in individual securities as well as other mutual funds, ETFs and cash equivalents, including money market securities to maintain its allocations. The fund’s direct investment in these securities is subject to the same or similar risks as an underlying fund’s investment in the same securities.
 
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, payable monthly, based on a percentage of the fund’s average daily net assets as follows:
 
         
Average Daily Net Assets
   
 
First $500 million
    0.44%  
Over $500 million
    0.39%  
 
 
 
14 


 

 
 Schwab MarketTrack Growth Portfolio II
 

 
Financial Notes, unaudited (continued)
 
4. Affiliates and Affiliated Transactions (continued):
 
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 0.50% through April 29, 2016.
 
The agreement to limit the fund’s total expenses charged is limited to the fund’s direct operating expenses and, therefore, does not apply to underlying fund fees and expenses, which are indirect expenses incurred by a fund through its investments in the underlying funds.
 
The fund may engage in certain transactions involving related parties. Pursuant to an exemptive order issued by the SEC, the fund may invest in other related funds. As of June 30, 2014, the Schwab MarketTrack Growth Portfolio II’s ownership percentages of other related funds’ shares are:
 
         
Schwab International Index Fund
    0.2%  
Schwab 1000 Index Fund
    0.1%  
Schwab S&P 500 Index Fund
    0.1%  
Schwab Small-Cap Index Fund
    0.2%  
Schwab Total Bond Market Fund
    0.5%  
Schwab Value Advantage Money Fund, Institutional Prime Shares
    0.0% *
 
     
*
  Less than 0.1%
 
Below is a summary of the fund’s transactions with its affiliated underlying funds during the period ended June 30, 2014.
 
                                                         
                        Realized
  Distributions
    Balance of
          Balance of
  Market
  Gains (Losses)
  Received*
    Shares Held
  Gross
  Gross
  Shares Held
  Value at
  01/01/14 to
  01/01/14 to
Underlying Funds
 
at 12/31/13
 
Purchases
 
Sales
 
at 06/30/14
 
06/30/14
 
06/30/14
 
06/30/14
 
Schwab International Index Fund
    321,256       14,484       (22,352 )     313,388       $6,521,611       $24,102       $—  
Schwab 1000 Index Fund
    65,712       1,318       (4,565 )     62,465       3,252,548       22,249        
Schwab S&P 500 Index Fund
    331,594       9,651       (22,090 )     319,155       9,858,704       91,288        
Schwab Small-Cap Index Fund
    229,403       18,068       (18,149 )     229,322       6,528,804       15,013        
Schwab Total Bond Market Fund
    497,488       38,092       (30,958 )     504,622       4,798,956       (2,049 )     52,974  
Schwab Value Advantage Money Fund, Institutional Prime Shares
    535,806       33             535,839       535,839             35  
                                                         
Total
                                    $31,496,462       $150,603       $53,009  
                                                         
 
     
*
  Distributions received include distributions from net investment income and capital gains, if any, from the underlying funds.
 
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 CSIM 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 on the fund’s Statement of Operations. For information regarding the trustees, please refer to Trustees and Officers table at the end of this report.
 
 
 
 15


 

 
 Schwab MarketTrack Growth Portfolio II
 

 
Financial Notes, unaudited (continued)
 
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 on the fund’s Statement of Operations, if any. The interest expense is determined based on a negotiated rate above the current Federal Funds Rate.
 
7. Purchases and Sales/Maturities of Investment Securities:
 
For the period ended June 30, 2014, purchases and sales/maturities of securities (excluding short-term obligations) were as follows:
 
             
Purchases of Securities
 
Sales/Maturities of Securities
 
  $1,481,735       $2,110,000  
 
8. Federal Income Taxes:
 
Capital loss carryforwards may be used to offset future realized capital gains for federal income tax purposes. As of December 31, 2013, the fund had no capital loss carryforwards.
 
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 December 31, 2013, the fund had no capital losses deferred and no capital losses utilized.
 
As of December 31, 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 December 31, 2013, the fund did not incur any interest or penalties.
 
9. 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.
 
 
 
16 


 

 
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 Annuity Portfolios (the “Trust”) and Charles Schwab Investment Management, Inc. (“CSIM”) (the “Agreement”) with respect to the existing funds in the Trust, including Schwab MarketTrack Growth Portfolio II (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 30, 2014, and June 3, 2014, and approved the renewal of the Agreement with respect to the Fund for an additional one year term at the meeting held on June 3, 2014. 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
 
5.  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 Schwab’s wide range of products, services, and channel alternatives such as free advice, investment research tools and Internet access and an array of account features that benefit the Fund and its shareholders. 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 the Fund’s 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 appropriate indices/benchmarks, 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 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 groups and comparisons having been selected and calculated by an independent third party. The Trustees considered the effects of CSIM’s and Schwab’s practice of waiving management and other fees to prevent total fund expenses from exceeding a specified cap. The Trustees also considered fees charged by CSIM to other mutual funds and to other types of accounts, such as wrap accounts, but, with respect to such other types of accounts, accorded less weight to such comparisons due to the different legal, regulatory, compliance and operating features of mutual funds as
 
 
 
 17


 

compared to these other types of accounts, and the unique insurance dedicated distribution arrangements of the Fund as compared to other funds managed by CSIM. 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 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. 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.
 
 
 
18 


 

 
Trustees and Officers
 
 
The tables below give information about the trustees and officers of Schwab Annuity Portfolios, 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 97 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 Annuity Portfolios 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 Annuity Portfolios 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)
 
David L. Mahoney
1954
Trustee
(Trustee of Schwab Annuity Portfolios since 2011.)
  Private Investor.   76   Director, Symantec Corporation (2003 – present)
Director, Corcept Therapeutics Incorporated (2004 – present)
 
Kiran M. Patel
1948
Trustee
(Trustee of Schwab Annuity Portfolios since 2011.)
  Retired. 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).   76   Director, KLA-Tencor Corporation (2008 – present)
 
Gerald B. Smith
1950
Trustee
(Trustee of Schwab Annuity Portfolios since 2000.)
  Chairman, Chief Executive Officer and Founder of Smith Graham & Co. (investment advisors) (1990 – present).   76   Director, Eaton (2012 – present)
Director and Chairman of the Audit Committee, Oneok Partners LP (2003 – 2013)
Director, Oneok, Inc. (2009 – 2013)
Lead Independent Director, Board of Cooper Industries (2002 – 2012)
 
Joseph H. Wender
1944
Trustee
(Trustee of Schwab Annuity Portfolios 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)
 
 
 
 
 19


 

 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 Annuity Portfolios since 1994.)
  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 Annuity Portfolios 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.   97   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 Annuity Portfolios 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).
 
George Pereira
1964
Treasurer and Principal Financial Officer
(Officer of Schwab Annuity Portfolios 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 Annuity Portfolios 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).
 
 
 
 
20 


 

 
 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
 
Brett Wander
1961
Senior Vice President and Chief Investment Officer – Fixed Income
(Officer of Schwab Annuity Portfolios 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 Annuity Portfolios 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 Annuity Portfolios 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.
 
 
 
 21


 

 
Glossary
 
 
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.
 
Barclays U.S. Treasury Bills: 1 − 3 Months Index An index that includes all publicly issued zero-coupon U.S. Treasury Bills that have a remaining maturity of less than 3 months and more than 1 month, are rated investment grade, and have $250 million or more of outstanding face value.
 
Citigroup Non-U.S. Dollar World Government Bond Index An index that measures the total rate of return performance for the government bonds of 23 countries, excluding the U.S., with a remaining maturity of at least one year.
 
Dow Jones U.S. Total Stock Market Index An index that measures all U.S. equity securities with readily available prices.
 
Growth Composite Index A custom blended index developed by CSIM based on a comparable portfolio asset allocation and calculated using the following portion allocations: 60% Dow Jones U.S. Total Stock Market Index, 20% MSCI EAFE Index, 15% Barclays U.S. Aggregate Bond Index, and 5% Barclays U.S. Treasury Bills: 1 − 3 Months Index. The index is maintained by CSIM. The components that make up the composite index may vary over time.
 
MSCI EAFE Index A free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. & Canada. The Net version of the index reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes; returns are calculated applying dividend withholding rates applicable to non-resident persons who do not benefit from double taxation treaties.
 
MSCI Emerging Markets Index A free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. The Net version of the index reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes; returns are calculated applying dividend withholding rates applicable to non-resident persons who do not benefit from double taxation treaties.
 
Russell 2000 Index An index that measures the performance of the small-cap segment of the U.S. equity universe.
 
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.
 
 
 
 
22 


 

           
         
           
      Schwab VIT
Balanced Portfolio
   
           
           
      Semiannual report dated June 30, 2014    


 

 
 
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 the Schwab Fund’s website at www.schwabfunds.com/prospectus, the SEC’s website at 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 Schwab’s website at www.schwabfunds.com/prospectus or the SEC’s website at www.sec.gov.
 
Investment Adviser: Charles Schwab Investment Management, Inc. (CSIM)


 

 
The Investment Environment
 
 
For the six-month reporting period ended June 30, 2014, U.S. and international stocks performed well. Efforts by many central banks to stimulate economic growth by keeping interest rates low continued to provide support for stocks. Moderate overall improvement in the U.S. also helped, in spite of harsh winter weather that briefly affected economic growth. Some pockets of improvement emerged in Europe as well. In addition, although emerging markets faced geopolitical tensions and increased volatility, concerns had eased somewhat by May and June, and several markets rallied in response. Reflecting this environment, the Dow Jones U.S. Total Stock Market Index returned 7.0%, the MSCI EAFE Index (Net) returned 4.8%, and the MSCI Emerging Markets Index (Net) returned 6.1%.
 
U.S. bonds generated moderately positive returns during the period, while international bonds performed even better. The Federal Reserve began reducing some of its stimulative policies in January as the economy demonstrated modest improvement, but provided reassurances that short-term interest rates needed to remain low for the time being. In response, yields on longer-term U.S. bonds generally declined. In Europe, many markets also performed well as regional conditions remained relatively stable. As a result, the Citigroup Non-U.S. Dollar World Government Bond Index returned 6.0%, and the Barclays U.S. Aggregate Bond index returned 3.9%.

 Asset Class Performance Comparison % returns during the 6 months ended 6/30/2014
 
This graph compares the performance of various asset classes. Final performance figures for the period are in the key below.
         
         
(LEGEND)   7.14%   S&P 500® Index: measures U.S. large-cap stocks
         
(LEGEND)   3.19%   Russell 2000® Index: measures U.S. small-cap stocks
         
(LEGEND)   4.78%   MSCI EAFE® Index (Net): measures (in U.S. dollars) large-cap stocks in Europe, Australasia and the Far East
         
(LEGEND)   3.93%   Barclays U.S. Aggregate Bond Index: measures the U.S. bond market
         
(LEGEND)   0.02%   Barclays U.S. Treasury Bills 1-3 Months Index: measures short-term U.S. Treasury obligations
 
(LINE GRAPH)
 
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.
 
Index figures assume dividends and distributions were reinvested, and do not include trading and management costs, which would lower performance. Indices are unmanaged, do not incur management fees, costs and expenses, and you cannot invest in them directly. Remember that past performance is not a guarantee of future results.

 
 
 
Schwab VIT Balanced Portfolio 1


 

 
Portfolio Management
 
     
     
(PHOTO)   Zifan Tang, CFA, Managing Director and Head of Asset Allocation Strategies, leads the portfolio management team and has overall responsibility for all aspects of the management of the portfolio. Prior to joining CSIM in 2012, Ms. Tang was a product manager at Thomson Reuters and, from 1997 to 2009, worked as a portfolio manager at Barclays Global Investors, which was subsequently acquired by BlackRock.
 
 
 
Schwab VIT Balanced Portfolio


 

 
Schwab VIT Balanced Portfolio
 
 
Performance and Fund Facts as of 06/30/14
 
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
 
                               
Portfolio and inception Date   6 Months   1 Year   Since Inception
 
 
Portfolio: Schwab VIT Balanced Portfolio (07/25/12)
    4.78 %       11.02 %       8.74 %  
VIT Balanced Composite Index
    5.25 %       11.51 %       9.50 %  
S&P 500® Index
    7.14 %       24.61 %       24.49 %  
Barclays U.S. Aggregate Bond Index
    3.93 %       4.37 %       1.10 %  
Fund Category: Morningstar Conservative Allocation
    4.90 %       10.80 %       9.64 %  
 
Portfolio Expense Ratios3: Net 0.79%; Gross 1.28%
 
 
 Statistics
         
Number of Holdings
    20  
Portfolio Turnover Rate4
    9%  
 
 Asset Class Weightings % of Investments5
         
Fixed Income
    36.9%  
Stocks – U.S. 
    20.7%  
Stocks – International
    18.3%  
Money Market Fund
    11.5%  
Real Assets
    9.0%  
Short-Term Investments
    3.6%  
Total
    100.0%  
 
 Top Holdings % of Net Assets6,7
         
Schwab U.S. Large-Cap ETF
    15.8%  
iShares MBS ETF
    12.4%  
Schwab Value Advantage Money Fund, Institutional Prime Shares
    11.5%  
Schwab International Equity ETF
    11.3%  
Schwab Intermediate-Term U.S. Treasury ETF
    11.0%  
iShares Core U.S. Credit Bond ETF
    6.5%  
Schwab U.S. REIT ETF
    6.0%  
Schwab Emerging Markets Equity ETF
    5.0%  
Schwab U.S. Small-Cap ETF
    3.8%  
Credit Suisse Commodity Return Strategy Fund, Class I
    3.0%  
Total
    86.3%  
 
All total return 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.
 
The components that make up the composite index may vary over time. For index definitions, please see the Glossary.
 
Portfolio holdings may have changed since the report date.
 
1 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.
2 Portfolio expenses have been partially absorbed by CSIM and its affiliates. Without these reductions, the portfolio’s returns would have been lower. Portfolio performance does not reflect the additional fees and expenses imposed by the insurance company under the variable insurance product contract. If those contract fees and expenses were included, the performance would be less than that shown. Please refer to the variable insurance product prospectus for a complete listing of these expenses.
3 As stated in the prospectus. Includes expenses of the underlying funds in which the portfolio invests. The annualized weighted average expense ratio of the underlying funds was 0.21%. 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 period, refer to the financial highlights section of the financial statements.
4 Not annualized.
5 The portfolio intends to primarily invest in affiliated Schwab exchange traded funds (ETFs) and unaffiliated third-party ETFs. The portfolio may also invest in affiliated Schwab and Laudus Funds and unaffiliated third party mutual funds (all such ETFs and mutual funds referred to as “underlying funds”). The portfolio may also invest directly in equity or fixed income securities, and money market investments to achieve its investment objectives.
6 This list is not a recommendation of any security by the investment adviser.
7 The holdings listed exclude any temporary liquidity investments.
 
 
 
Schwab VIT Balanced Portfolio 3


 

 
Fund Expenses (Unaudited)
 
 Examples for a $1,000 Investment
 
The portfolio incurs ongoing costs, such as 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 a 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 January 1, 2014 and held through June 30, 2014.
 
The 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 the portfolio under the heading entitled “Expenses Paid During Period.”
 
The Hypothetical Return line in the table below provides information about hypothetical account values and hypothetical expenses based on a 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 portfolio 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.
 
                                 
            Ending
   
        Beginning
  Account Value
  Expenses Paid
    Expense Ratio1
  Account Value
  (Net of Expenses)
  During Period2
    (Annualized)   at 1/1/14   at 6/30/14   1/1/14–6/30/14
 
Schwab VIT Balanced Portfolio                                
Actual Return
    0.56%     $ 1,000.00     $ 1,047.80     $ 2.84  
Hypothetical 5% Return
    0.56%     $ 1,000.00     $ 1,022.02     $ 2.81  
 
 
1 Based on the most recent six-month expense ratio; may differ from the expense ratio provided in the Financial Highlights. The expenses incurred by the underlying funds in which the portfolio invests are not included in this ratio.
2 Expenses for the portfolio are equal to its annualized expense ratio, multiplied by the average account value over the period, multiplied by 181 days of the period, and divided by 365 days of the fiscal year.
 
 
 
Schwab VIT Balanced Portfolio


 

Schwab VIT Balanced Portfolio
 
 
Financial Statements
 
Financial Highlights
 
                             
    1/1/14–
  1/1/13–
  7/25/121
   
    6/30/14*   12/31/13   12/31/12    
 
 
Per-Share Data ($)
Net asset value at beginning of period
    11.21       10.50       10.00      
   
Income (loss) from investment operations:
                           
Net investment income (loss)
    0.03 2     0.17 2     0.08      
Net realized and unrealized gains (losses)
    0.50       0.55       0.42      
   
Total from investment operations
    0.53       0.72       0.50      
Less distributions:
                           
Distributions from net investment income
    (0.06 )     (0.01 )          
Distributions from net realized gains
    (0.00 )3                
   
Total distributions
    (0.06 )     (0.01 )          
   
Net asset value at end of period
    11.68       11.21       10.50      
   
Total return (%)
    4.78 4     6.89       5.00 4    
 
Ratios/Supplemental Data (%)
Ratios to average net assets:
                           
Net operating expenses5
    0.56 6     0.58       0.58 6    
Gross operating expenses5
    0.71 6     1.07       10.58 6    
Net investment income (loss)
    0.57 6     1.55       3.94 6    
Portfolio turnover rate
    9 4     18       1 4    
Net assets, end of period ($ x 1,000,000)
    41       28       2      

* Unaudited.

1 Commencement of operations.
2 Calculated based on the average shares outstanding during the period.
3 Per-share amount was less than $0.01.
4 Not annualized.
5 The expenses incurred by underlying funds in which the fund invests are not included in this ratio.
6 Annualized.
 
 
 
See financial notes 5


 

 
 Schwab VIT Balanced Portfolio
 

 
Portfolio Holdings as of June 30, 2014 (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   ($)   ($)
 
  96 .3%   Other Investment Companies     36,722,788       39,141,979  
  3 .6%   Short-Term Investments     1,482,128       1,482,128  
 
 
  99 .9%   Total Investments     38,204,916       40,624,107  
  0 .1%   Other Assets and Liabilities, Net             40,947  
 
 
  100 .0%   Net Assets             40,665,054  
 
                 
    Number
  Value
Security   of Shares   ($)
 
 Other Investment Companies 96.3% of net assets
 
U.S. Stocks 20.6%
                 
 
Large-Cap 15.8%
Schwab U.S. Large-Cap ETF (a)
    137,482       6,438,282  
                 
 
Micro-Cap 1.0%
iShares Micro-Cap ETF
    5,477       416,909  
                 
 
Small-Cap 3.8%
Schwab U.S. Small-Cap ETF (a)
    28,014       1,535,447  
                 
              8,390,638  
 
International Stocks 18.3%
                 
 
Developed-Market Large-Cap 11.3%
Schwab International Equity ETF (a)
    138,854       4,579,405  
                 
 
Developed-Market Small-Cap 2.0%
Schwab International Small-Cap Equity ETF (a)
    23,922       819,807  
                 
 
Emerging-Market 5.0%
Schwab Emerging Markets Equity ETF (a)
    77,691       2,022,297  
                 
              7,421,509  
 
Real Assets 9.0%
                 
 
Commodity 3.0%
Credit Suisse Commodity Return Strategy Fund, Class I *
    157,207       1,210,493  
                 
 
Real Estate 6.0%
Schwab U.S. REIT ETF (a)
    69,150       2,445,836  
                 
              3,656,329  
 
Fixed Income 36.9%
                 
 
Agency Bond 2.0%
iShares Agency Bond ETF
    7,189       809,985  
                 
 
Corporate Bond 6.5%
iShares Core U.S. Credit Bond ETF
    23,658       2,636,448  
                 
 
High Yield Bond 1.3%
SPDR Barclays High Yield Bond ETF
    12,585       525,172  
                 
 
Inflation-Protected Bond 1.7%
Schwab U.S. TIPS ETF (a)
    12,197       679,373  
                 
 
International Developed-Market Bond 2.0%
SPDR Barclays International Treasury Bond ETF
    13,333       810,513  
                 
 
Mortgage-Backed Bond 12.4%
iShares MBS ETF
    46,838       5,068,808  
                 
 
Treasury Bond 11.0%
Schwab Intermediate-Term U.S. Treasury ETF (a)
    83,948       4,460,997  
                 
              14,991,296  
 
Money Market Fund 11.5%
Schwab Value Advantage Money Fund, Institutional Prime Shares 0.01% (a)(b)
    4,682,207       4,682,207  
                 
Total Other Investment Companies
(Cost $36,722,788)     39,141,979  
         
                 
                 
Issuer
  Face Amount
  Value
    Rate, Maturity Date   ($)   ($)
 
 Short-Term Investments 3.6% of net assets
 
Time Deposits 3.6%
DBS Bank Ltd.
0.03%, 07/01/14
    265,508       265,508  
DNB
0.03%, 07/01/14
    405,540       405,540  
Skandinaviska Enskilda Banken
0.03%, 07/01/14
    405,540       405,540  
Sumitomo Mitsui Banking Corp.
0.03%, 07/01/14
    405,540       405,540  
                 
Total Short-Term Investments
(Cost $1,482,128)     1,482,128  
         
 
End of Investments.
 
At 06/30/14, the tax basis cost of the fund’s investments was $38,335,203 and the unrealized appreciation and depreciation were $2,288,904 and ($0) respectively, with a net unrealized appreciation of $2,288,904.
 
* Non-income producing security.
(a) Issuer is affiliated with the fund’s adviser.
(b) The rate shown is the 7-day yield.
 
 
 
 
See financial notes


 

 
 Schwab VIT Balanced Portfolio
 

 
Portfolio Holdings (Unaudited) continued
 
     
ETF —
  Exchange traded fund
MBS —
  Mortgage-Backed Security
REIT —
  Real Estate Investment Trust
SPDR —
  Standard & Poor’s Depositary Receipts
TIPS —
  Treasury Inflation Protected Securities
 
 
The following is a summary of the inputs used to value the fund’s investments as of June 30, 2014 (see financial note 2(a) for additional information):
 
                                 
    Quoted Prices in
      Significant
   
    Active Markets for
  Other Significant
  Unobservable
   
    Identical Assets
  Observable Inputs
  Inputs
   
Description
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
Total
 
Other Investment Companies1
    $39,141,979       $—       $—       $39,141,979  
Short-Term Investments1
          1,482,128             1,482,128  
                                 
Total
    $39,141,979       $1,482,128       $—       $40,624,107  
                                 
 
     
1
  As categorized in Portfolio Holdings.
 
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 no transfers between Level 1, Level 2 and Level 3 for the period ended June 30, 2014.
 
 
 
See financial notes 7


 

 
 Schwab VIT Balanced Portfolio
 

Statement of
Assets and Liabilities
As of June 30, 2014; unaudited
 
             
 
Assets
Investments in affiliated underlying funds, at value (cost $25,528,622)
        $27,663,651  
Investments in unaffiliated issuers, at value (cost $12,676,294)
  +     12,960,456  
   
Total investments, at value (cost $38,204,916)
        40,624,107  
Receivables:
           
Investments sold
        150,037  
Fund shares sold
        153,831  
Dividends
  +     19  
   
Total assets
        40,927,994  
 
Liabilities
Payables:
           
Investments bought
        231,716  
Investment adviser and administrator fees
        1,249  
Fund shares redeemed
        4,939  
Accrued expenses
  +     25,036  
   
Total liabilities
        262,940  
 
Net Assets
Total assets
        40,927,994  
Total liabilities
      262,940  
   
Net assets
        $40,665,054  
 
Net Assets by Source
Capital received from investors
        38,276,327  
Net investment income not yet distributed
        93,633  
Net realized capital losses
        (124,097 )
Net unrealized capital appreciation
        2,419,191  
 
Net Asset Value (NAV)
 
                         
        Shares
             
Net Assets   ÷   Outstanding   =   NAV      
$40,665,054
      3,480,484         $11.68      
 
 
 
See financial notes


 

 
 Schwab VIT Balanced Portfolio
 

Statement of
Operations
For the period January 1, 2014 through June 30, 2014; unaudited
 
             
 
Investment Income
Dividends received from affiliated underlying funds
        $110,585  
Dividends received from unaffiliated underlying funds
        75,230  
Interest
  +     154  
   
Total investment income
        185,969  
 
Expenses
Investment adviser and administrator fees
        73,711  
Professional fees
        17,185  
Transfer agent fees
        10,681  
Custodian fees
        4,818  
Independent trustees’ fees
        4,227  
Portfolio accounting fees
        3,013  
Shareholder reports
        2,882  
Other expenses
  +     326  
   
Total expenses
        116,843  
Expense reduction by CSIM
      24,707  
   
Net expenses
      92,136  
   
Net investment income
        93,833  
 
Realized and Unrealized Gains (Losses)
Net realized losses on sales of affiliated underlying funds
        (57,641 )
Net realized losses on sales of unaffiliated underlying funds
  +     (23,036 )
   
Net realized losses
        (80,677 )
Net change in unrealized appreciation (depreciation) on affiliated underlying funds
        1,244,814  
Net change in unrealized appreciation (depreciation) on unaffiliated underlying funds
  +     370,864  
   
Net change in unrealized appreciation (depreciation)
  +     1,615,678  
   
Net realized and unrealized gains
        1,535,001  
             
Increase in net assets resulting from operations
        $1,628,834  
 
 
 
See financial notes 9


 

 
 Schwab VIT Balanced Portfolio
 

Statement of
Changes in Net Assets
For the current and prior report periods
Figures for the current period are unaudited
 
                     
 
Operations
                     
1/1/14-6/30/14     1/1/13-12/31/13  
Net investment income
        $93,833       $222,651  
Net realized losses
        (80,677 )     (40,228 )
Net change in unrealized appreciation (depreciation)
  +     1,615,678       784,145  
   
Increase in net assets from operations
        1,628,834       966,568  
 
Distributions to Shareholders
Distributions from net investment income
        (222,767 )     (18,631 )
Distributions from net realized gains
  +     (3,103 )      
   
Total distributions
        ($225,870 )     ($18,631 )
 
Transactions in Fund Shares
                                     
        1/1/14-6/30/14     1/1/13-12/31/13  
          SHARES       VALUE       SHARES       VALUE  
Shares sold
        1,169,839       $13,369,540       2,473,872       $26,880,610  
Shares reinvested
        19,338       225,870       1,730       18,306  
Shares redeemed
  +     (230,470 )     (2,596,594 )     (184,414 )     (2,004,307 )
   
Net transactions in fund shares
        958,707       $10,998,816       2,291,188       $24,894,609  
 
Shares Outstanding and Net Assets
        1/1/14-6/30/14     1/1/13-12/31/13  
          SHARES       NET ASSETS       SHARES       NET ASSETS  
Beginning of period
        2,521,777       $28,263,274       230,589       $2,420,728  
Total increase
  +     958,707       12,401,780       2,291,188       25,842,546  
   
End of period
        3,480,484       $40,665,054       2,521,777       $28,263,274  
   
                                     
Net investment income not yet distributed
                $93,633               $222,567  
 
 
 
10 See financial notes


 

 
 Schwab VIT Balanced Portfolio
 

 
Financial Notes, unaudited
 
 
1. Business Structure of the Fund:
 
Schwab VIT Balanced Portfolio (the “fund”) is a series of Schwab Annuity Portfolios (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 Annuity Portfolios (organized January 21, 1994)
       
Schwab Money Market Portfolio
       
Schwab MarketTrack Growth Portfolio II
       
Schwab S&P 500 Index Portfolio
       
Schwab VIT Balanced Portfolio
       
Schwab VIT Balanced with Growth Portfolio
       
Schwab VIT Growth Portfolio
       
 
 
The fund is a “fund of funds” which primarily invests in affiliated Schwab exchange traded funds (“ETFs”) and unaffiliated third-party ETFs. The fund may also invest in affiliated Schwab and Laudus Funds and unaffiliated third-party mutual funds (all such ETFs and mutual funds referred to as “underlying funds”). The fund may also invest directly in equity or fixed income securities and money market investments to achieve its investment objectives. The fund bears its share of the allocable expenses of the underlying funds in which it invests.
 
The fund offers one share class. Shares are bought and sold at closing net asset value per share (“NAV”) which is the price for all outstanding shares of a 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 is intended as an investment vehicle for variable annuity contracts and variable life insurance policies to be offered by separate accounts of participating life insurance companies and for pension and retirement plans qualified under the Internal Revenue Code of 1986, as amended. At June 30, 2014, 100% of the fund’s shares were held through one insurance company. Subscriptions and redemptions of these insurance separate accounts could have a material impact on the fund.
 
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 fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 Financial Services - Investment Companies. The accounting policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
 
For more information about the underlying funds’ operations and policies, please refer to those funds’ semiannual and annual reports, which are filed with the U.S. Securities and Exchange Commission (“SEC”).
 
(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:
 
  •  Underlying funds: Mutual funds are valued at their respective NAVs. ETFs traded on a recognized securities exchange are valued at the last reported sale price that day or the official closing price, if applicable.
 
  •  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
 
 
 
 11


 

 
 Schwab VIT Balanced Portfolio
 

 
Financial Notes, unaudited (continued)
 
2. Significant Accounting Policies (continued):
 
  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.
 
  •  Short-term securities (60 days or less to maturity): Short-term securities are valued at amortized cost, which approximates market value.
 
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 ETFs. Investments in mutual funds are valued daily at their NAVs, and investments in ETFs are valued daily at the last reported sale price or the official closing price, which are classified as Level 1 prices.
 
  •  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. 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 assumptions 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 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 June 30, 2014 are disclosed in the Portfolio Holdings.
 
 
 
12 


 

 
 Schwab VIT Balanced Portfolio
 

 
Financial Notes, unaudited (continued)
 
2. Significant Accounting Policies (continued):
 
(b) Security Transactions:
 
Security transactions are recorded as of the date the order to buy or sell the security is executed. Realized gains and losses from security transactions are based on the identified costs of the securities involved.
 
(c) 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. Any distributions from underlying funds are recorded in accordance with the character of the distributions as designated by the underlying funds.
 
(d) 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.
 
(e) Distributions to Shareholders:
 
The fund makes distributions from net investment income and net realized capital gains, if any, once a year.
 
(f) 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.
 
(g) 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 the participating insurance company’s (shareholders) separate accounts each year. As long as a fund meets the tax requirements, it is not required to pay federal income tax.
 
(h) 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.
 
Asset Allocation Risk. The fund is subject to asset allocation risk, which is the risk that the selection of the underlying funds and the allocation of the fund’s assets among the various asset classes and market segments will cause the fund to underperform other funds with a similar investment objective.
 
Affiliated Fund Risk. The investment adviser’s authority to select and substitute underlying funds from a variety of affiliated and unaffiliated ETFs and mutual funds may create a conflict of interest because the fees paid to it by some underlying funds are higher than the fees paid by other underlying funds. However, the portfolio manager is a fiduciary to the fund and is legally obligated to act in the fund’s best interests when selecting underlying funds, without taking fees into consideration.
 
 
 
 13


 

 
 Schwab VIT Balanced Portfolio
 

 
Financial Notes, unaudited (continued)
 
3. Risk Factors (continued):
 
Market Risk. 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.
 
ETFs Risk. When a fund invests in an 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 of securities.
 
Underlying Fund Investment Risk. The value of an investment in the fund is based primarily on the prices of the underlying funds that the fund purchases. In turn, the price of each underlying fund is based on the value of its securities. Before investing in the fund, investors should assess the risks associated with the underlying funds in which the fund may invest and the types of investments made by those underlying funds. The risks below summarize certain principal investment risks of the underlying funds that are also principal investment risks to which the fund is subject because of the fund’s investment allocation in the underlying funds and the underlying funds’ asset allocation.
 
  •  Equity Risk. 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.
 
  •  Large-Cap Risk. Large-cap stocks tend to go in and out of favor based on market and economic conditions. During a period when large-cap stocks fall behind other types of investments — bonds or mid- or small- cap stocks, for instance — an underlying fund’s performance also will lag those investments.
 
  •  Small-Cap Risk. Historically, small-cap stocks have been riskier than large- and mid-cap stocks, and their prices may move sharply, especially during market upturns and downturns. Small-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies. During a period when small-cap stocks fall behind other types of investments — bonds or large-cap stocks, for instance — an underlying fund’s performance also will lag those investments.
 
  •  Foreign Investment Risk. An underlying fund’s investments in securities of foreign issuers may 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 conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may negatively impact the value or liquidity of the underlying fund’s investments, and could impair the underlying fund’s ability to meet its investment objective or invest in accordance with its investment strategy. These risks may be heightened in connection with investments in emerging markets. To the extent an underlying fund’s investment in a single country or a limited number of countries represents a large percentage of the underlying fund’s assets, the underlying fund’s performance may be adversely affected by the economic, political and social conditions in those countries and it may be subject to increased price volatility.
 
  •  Emerging Market Risk. An underlying fund’s investments in securities of emerging market countries may involve certain risks that are greater than those associated with investments in securities of developed countries. Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Such countries often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with an underlying fund’s investments in emerging market countries and, at times, it may be difficult to value such investments.
 
  •  Currency Risk. As a result of an underlying fund’s investments in securities denominated in, and/or receiving revenues in foreign currencies, the fund will be subject to currency risk. This is the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in an underlying fund would be adversely affected.
 
  •  Growth Investing Risk. Certain of the underlying funds pursue a “growth style” of investing. Growth investing focuses on a company’s prospects for growth of revenue and earnings. If a company’s earnings or revenues fall short of expectations, its stock price may fall dramatically. Growth stocks also can perform differently from the market as a whole and other
 
 
 
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 Schwab VIT Balanced Portfolio
 

 
Financial Notes, unaudited (continued)
 
3. Risk Factors (continued):
 
  types of stocks and can be more volatile than other types of stocks. Since growth companies usually invest a high portion of earnings in their business, they may lack the dividends of value stocks that can cushion stock prices in a falling market. Growth stocks may also be more expensive relative to their earnings or assets compared to value or other stocks.
 
  •  Value Investing Risk. Certain of the underlying funds may pursue a “value style” of investing. Value investing focuses on companies whose stocks appear undervalued in light of factors such as the company’s earnings, book value, revenues or cash flow. If an underlying fund’s investment adviser’s (or sub-adviser’s) assessment of a company’s value or prospects for exceeding earnings expectations or market conditions is wrong, the underlying fund could suffer losses or produce poor performance relative to other funds. In addition, “value stocks” can continue to be undervalued by the market for long periods of time.
 
  •  Debt Securities Risk. Bond prices generally fall when interest rates rise. Bonds with longer maturities tend to be more sensitive to this risk. Underlying fund performance also could be affected if an issuer or guarantor of a bond held by the fund fails to make timely principal or interest payments or otherwise honor its obligations. Lower-quality bonds are considered speculative with respect to their issuer’s ability to make timely payments or otherwise honor their obligations. In addition, prices of lower-quality bonds tend to be more volatile than those of investment-grade bonds, and may fall based on bad news about the issuer, an industry or the overall economy.
 
  •  Interest Rate Risk. An underlying fund’s investments in fixed income securities are subject to the risk that interest rates rise and fall over time. As with any investment whose yield reflects current interest rates, an underlying fund’s yield will change over time. During periods when interest rates are low, an underlying fund’s yield (and total return) also may be low. Changes in interest rates also may affect an underlying fund’s share price: a sharp rise in interest rates could cause the underlying fund’s share price to fall. The longer the underlying fund’s duration, the more sensitive to interest rate movements its share price is likely to be. Because interest rates in the United States are at, or near, historically low levels, a change in a central bank’s monetary policy (e.g., tapering of the Federal Reserve Board’s quantitative easing program) or improving economic conditions may result in an increase in interest rates.
 
  •  Credit Risk. Certain of the underlying funds are subject to the risk that a decline in the credit quality of a portfolio investment could cause the underlying fund’s share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment fails to make timely principal or interest payments or otherwise honor its obligations. Securities rated below investment grade (junk bonds) involve greater risk of price declines than investment grade securities due to actual or perceived changes in the issuer’s creditworthiness.
 
  •  Prepayment and Extension Risk. An underlying fund’s investments in fixed income securities are subject to the risk that the securities may be paid off earlier or later than expected. Either situation could cause the underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the underlying fund’s yield or share price.
 
  •  U.S. Government Securities Risk. Some of the U.S. government securities that the underlying funds invest in are not backed by the full faith and credit of the U.S. government, which means they are neither issued nor guaranteed by the U.S. Treasury. Certain securities such as those issued by the Federal Home Loan Banks are supported by limited lines of credit maintained by their issuers with the U.S. Treasury. Securities issued by other issuers, such as the Federal Farm Credit Banks Funding Corporation, are supported solely by the credit of the issuer. There can be no assurance that the U.S. government will provide financial support to securities of its agencies and instrumentalities if it is not obligated to do so under law. Also, any government guarantees on securities the underlying funds own do not extend to shares of the underlying funds themselves.
 
  •  Real Estate Investment Risk. An underlying fund in which the portfolio may invest may have a policy of concentrating its investments in real estate companies and companies related to the real estate industry. Such an underlying fund is subject to risks associated with the direct ownership of real estate securities and a portfolio’s investment in such an underlying fund is subject to risks associated with the direct ownership of real estate securities and an investment in the underlying 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; defaults by borrowers or tenants, particularly during an economic downturn; and changes in interest rates.
 
 
 
 15


 

 
 Schwab VIT Balanced Portfolio
 

 
Financial Notes, unaudited (continued)
 
3. Risk Factors (continued):
 
  •  Real Estate Investment Trust (REIT) Risk. An underlying fund may invest in REITs. An underlying fund’s investments in REITs will be subject to the risks associated with the direct ownership of real estate, including fluctuations in the value of underlying properties, defaults by borrowers or tenants, changes in interest rates and risks related to general or local economic conditions. REITs are also subject to certain additional risks. For example, 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, 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 for the underlying fund. In addition, REITs have their own expenses, and the underlying fund will bear a proportionate share of those expenses.
 
  •  Mortgage-Backed and Mortgage Pass-Through Securities Risk. Certain of the mortgage-backed securities in which an underlying fund may invest are not backed by the full faith and credit of the U.S. government and there can be no assurance that the U.S. government would provide financial support to its agencies or instrumentalities where it was not obligated to do so. Mortgage-backed securities tend to increase in value less than other debt securities when interest rates decline, but are subject to similar risk of decline in market value during periods of rising interest rates. Because of prepayment and extension risk, mortgage-backed securities react differently to changes in interest rates than other bonds. Small movements in interest rates — both increases and decreases — may quickly and significantly affect the value of certain mortgage-backed securities. Transactions in mortgage pass-through securities primarily occur through to be announced (TBA) transactions. Default by or bankruptcy of a counterparty to a TBA transaction would expose an underlying fund to possible losses because of an adverse market action, expenses, or delays in connection with the purchase or sale of the pools of mortgage pass-through securities specified in the TBA transaction.
 
  •  Portfolio Turnover Risk. Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower the underlying fund’s performance and may increase the likelihood of capital gain distributions.
 
  •  Commodity Risk. To the extent that an underlying fund invests in commodity-linked derivative instruments, it may subject the underlying fund to greater volatility than investments in traditional securities. Also, commodity-linked investments may be more volatile and less liquid than the underlying commodity. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and other regulatory and market developments. The use of leveraged commodity-linked derivatives creates an opportunity for increased return, but also creates the possibility for a greater loss.
 
  •  Liquidity Risk. A particular investment may be difficult to purchase or sell. An underlying fund may be unable to sell illiquid securities at an advantageous time or price.
 
  •  Derivatives Risk. An underlying 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.
 
  •  Management Risk. An underlying fund may be an actively managed mutual fund. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser(s)) will select investments or allocate assets in a manner that could cause the fund to underperform or otherwise not meet its objective. An underlying fund’s 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.
 
  •  Investment Style Risk. Certain underlying funds seek to track the performance of various segments of the stock market, as measured by their respective indices. Such underlying funds follow these stocks during upturns as well as downturns. Because of their indexing strategy, these underlying funds do not take steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of an underlying fund’s expenses, the underlying fund’s performance is normally below that of the index.
 
 
 
16 


 

 
 Schwab VIT Balanced Portfolio
 

 
Financial Notes, unaudited (continued)
 
3. Risk Factors (continued):
 
  •  Tracking Error Risk. An underlying fund may seek to track the performance of its benchmark index, although it may not be successful in doing so. The divergence between the performance of a fund and its benchmark index, positive or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant.
 
  •  Concentration Risk. To the extent that an underlying fund’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector or asset class, the underlying fund may be adversely affected by the performance of those securities, may be subject to increased price volatility and may be more susceptible to adverse economic, market, political, or regulatory occurrences affecting that market, industry, group of industries, sector or asset class.
 
  •  Money Market Risk. Although an underlying money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in a money market fund. In addition, a money market fund is not designed to offer capital appreciation.
 
Direct Investment Risk. The fund may invest directly in individual securities to maintain its allocations. The fund’s direct investment in these securities is subject to the same or similar risks as an underlying fund’s investment in the same securities and instruments.
 
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, payable monthly, equal to 0.45% of the fund’s average daily net assets.
 
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 approval of the fund’s Board, to limit the total annual fund operating expenses charged, excluding interest, taxes and certain non-routine expenses of the fund to 0.58%.
 
The agreement to limit the fund’s total expenses charged is limited to the fund’s direct operating expenses and, therefore, does not apply to underlying fund fees and expenses, which are indirect expenses incurred by a fund through its investments in the underlying funds.
 
The fund may engage in certain transactions involving related parties. Pursuant to an exemptive order issued by the SEC, the fund may invest in other related ETFs and mutual funds. As of June 30, 2014, the Schwab VIT Balanced Portfolio’s ownership percentages of other related funds’ shares are:
 
         
Schwab U.S. Large-Cap ETF
    0.2%  
Schwab U.S. Small-Cap ETF
    0.1%  
Schwab International Equity ETF
    0.2%  
Schwab International Small-Cap Equity ETF
    0.2%  
Schwab Emerging Markets Equity ETF
    0.2%  
Schwab U.S. REIT ETF
    0.2%  
Schwab U.S. TIPS ETF
    0.1%  
Schwab Intermediate-Term U.S. Treasury ETF
    2.2%  
Schwab Value Advantage Money Fund, Institutional Prime Shares
    0.0% *
 
     
*
  Less than 0.1%
 
Below is a summary of the fund’s transactions with its affiliated underlying funds during the period ended June 30, 2014.
 
 
 
 
 17


 

 
 Schwab VIT Balanced Portfolio
 

 
Financial Notes, unaudited (continued)
 
4. Affiliates and Affiliated Transactions (continued):
 
                                                         
                        Realized
  Distributions
    Balance of
          Balance of
  Market
  Gains (Losses)
  Received*
    Shares Held
  Gross
  Gross
  Shares Held
  Value at
  01/01/14 to
  01/01/14 to
Underlying Funds
 
at 12/31/13
 
Purchases
 
Sales
 
at 06/30/14
 
06/30/14
 
06/30/14
 
06/30/14
 
Schwab U.S. Large-Cap ETF
    99,462       49,241       (11,221 )     137,482       $6,438,282       ($4,677 )     $51,846  
Schwab U.S. Small-Cap ETF
    21,495       10,960       (4,441 )     28,014       1,535,447       (773 )     11,241  
Schwab International Equity ETF
    100,719       51,062       (12,927 )     138,854       4,579,405       (4,958 )      
Schwab International Small-Cap Equity ETF
    18,399       9,486       (3,963 )     23,922       819,807       (180 )      
Schwab Emerging Markets Equity ETF
    60,028       28,560       (10,897 )     77,691       2,022,297       (18,708 )      
Schwab U.S. REIT ETF
    55,879       22,312       (9,041 )     69,150       2,445,836       (15,369 )     23,141  
Schwab U.S. TIPS ETF
    9,060       4,167       (1,030 )     12,197       679,373       (3,728 )     2,924  
Schwab Intermediate-Term U.S. Treasury ETF
    59,772       30,243       (6,067 )     83,948       4,460,997       (9,248 )     21,175  
Schwab Value Advantage Money Fund, Institutional Prime Shares
    3,482,000       1,200,207             4,682,207       4,682,207             258  
                                                         
Total
                                    $27,663,651       ($57,641 )     $110,585  
                                                         
 
     
*
  Distributions received include distributions from net investment income and capital gains, if any, from the underlying funds.
 
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 CSIM 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 on 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 amount 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 on the fund’s Statement of Operations, if any. The interest expense is determined based on a negotiated rate above the current Federal Funds Rate.
 
7. Purchases and Sales/Maturities of Investment Securities:
 
For the period ended June 30, 2014, purchases and sales/maturities of securities (excluding short-term obligations) were as follows:
 
             
Purchases of Securities
 
Sales/Maturities of Securities
 
  $13,110,970       $3,017,810  
 
 
 
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 Schwab VIT Balanced Portfolio
 

 
Financial Notes, unaudited (continued)
 
8. Federal Income Taxes:
 
Capital loss carryforwards may be used to offset future realized capital gains for federal income tax purposes. As of December 31, 2013, the fund had no capital loss carryforwards.
 
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 December 31, 2013, the fund had no capital losses deferred and had capital losses utilized in the amount of $30.
 
As of December 31, 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 December 31, 2013, the fund did not incur any interest or penalties.
 
9. 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.
 
 
 
 19


 

 
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 Annuity Portfolios (the “Trust”) and Charles Schwab Investment Management, Inc. (“CSIM”) (the “Agreement”) with respect to Schwab VIT Balanced Portfolio (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 30, 2014, and June 3, 2014, and approved the renewal of the Agreement with respect to the Fund for an additional one year term at the meeting held on June 3, 2014. 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
 
5.  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 Schwab’s wide range of products, services, and channel alternatives such as free advice, investment research tools and Internet access and an array of account features that benefit the Fund and its shareholders. 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 the Fund’s 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 appropriate indices/benchmarks, 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 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
 
 
 
20 


 

mutual funds, such peer groups and comparisons having been selected and calculated by an independent third party. The Trustees considered the effects of CSIM’s and Schwab’s historical practice of waiving management and other fees to prevent total fund expenses from exceeding a specified cap. The Trustees also considered fees charged by CSIM to other mutual funds and to other types of accounts, such as wrap accounts, but, with respect to such other types of accounts, accorded less weight to such comparisons due to the different legal, regulatory, compliance and operating features of mutual funds as compared to these other types of accounts, and the unique insurance dedicated distribution arrangements of the Fund as compared to other funds managed by CSIM. 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 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.
 
 
 
 21


 

 
Trustees and Officers
 
 
The tables below give information about the trustees and officers of Schwab Annuity Portfolios, 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 97 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 Annuity Portfolios 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 Annuity Portfolios 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)
 
David L. Mahoney
1954
Trustee
(Trustee of Schwab Annuity Portfolios since 2011.)
  Private Investor.   76   Director, Symantec Corporation (2003 – present)
Director, Corcept Therapeutics Incorporated (2004 – present)
 
Kiran M. Patel
1948
Trustee
(Trustee of Schwab Annuity Portfolios since 2011.)
  Retired. 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).   76   Director, KLA-Tencor Corporation (2008 – present)
 
Gerald B. Smith
1950
Trustee
(Trustee of Schwab Annuity Portfolios since 2000.)
  Chairman, Chief Executive Officer and Founder of Smith Graham & Co. (investment advisors) (1990 – present).   76   Director, Eaton (2012 – present)
Director and Chairman of the Audit Committee, Oneok Partners LP (2003 – 2013)
Director, Oneok, Inc. (2009 – 2013)
Lead Independent Director, Board of Cooper Industries (2002 – 2012)
 
Joseph H. Wender
1944
Trustee
(Trustee of Schwab Annuity Portfolios 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)
 
 
 
 
22 


 

 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 Annuity Portfolios since 1994.)
  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 Annuity Portfolios 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.   97   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 Annuity Portfolios 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).
 
George Pereira
1964
Treasurer and Principal Financial Officer
(Officer of Schwab Annuity Portfolios 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 Annuity Portfolios 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).
 
 
 
 
 23


 

 
 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
 
Brett Wander
1961
Senior Vice President and Chief Investment Officer – Fixed Income
(Officer of Schwab Annuity Portfolios 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 Annuity Portfolios 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 Annuity Portfolios 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.
 
 
 
24 


 

 
Glossary
 
 
Barclays Global Treasury ex-U.S. Index An index that tracks fixed-rate local currency non-U.S. government debt of investment grade countries with a remaining maturity of at least one year. The Capped version of the index uses custom weights.
 
Barclays High Yield Very Liquid Index An index that includes publicly issued U.S. dollar denominated, non-investment grade, fixed-rate, taxable corporate bonds that have a remaining maturity of at least one year, are rated high-yield (Ba1/BB+/BB+ or below) using the middle rating of Moody’s, S&P, and Fitch, respectively, and have $600 million or more of outstanding face value.
 
Barclays U.S. Aggregate: Agencies Index An index that measures fixed rate securities issued by U.S. government agencies with at least one year to final maturity and $250 million par amount outstanding. The index is a sub-set of the Barclays US Aggregate: Government-Related Index.
 
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.
 
Barclays U.S. Credit Index An index that comprises the Barclays U.S. Corporate Index and a non-corporate component that includes foreign agencies, sovereigns, supranationals and local authorities.
 
Barclays U.S. Mortgage-Backed Securities (MBS): Agency Fixed Rate MBS Index An index that measures agency mortgage-backed pass-through fixed-rate securities issued by Ginnie Mae (GNMA), Fannie Mae (FNMA), and Freddie Mac (FHLMC).
 
Barclays U.S. TIPS Index (Series-L) A rules-based, market value-weighted index that tracks inflation-protected securities issued by the U.S. Treasury that have at least one year remaining to maturity, are rated investment grade and have $250 million or more of outstanding face value.
 
Barclays 3 − 10 Year U.S. Treasury Bond Index An index that measures the performance of U.S. Treasury securities that have a remaining maturity of greater than or equal to three years and less than 10 years.
 
Barclays U.S. Treasury Bills: 1 − 3 Months Index An index that includes all publicly issued zero-coupon U.S. Treasury Bills that have a remaining maturity of less than 3 months and more than 1 month, are rated investment grade, and have $250 million or more of outstanding face value.
 
Citigroup Non-U.S. Dollar World Government Bond Index An index that measures the total rate of return performance for the government bonds of 23 countries, excluding the U.S., with a remaining maturity of at least one year.
 
Dow Jones-UBS Commodity Index A broadly diversified index composed of futures contracts on physical commodities. The total return index reflects the return on fully collateralized positions in the underlying commodity futures.
 
Dow Jones U.S. Large-Cap Total Stock Market Index An index that is a subset of the Dow Jones U.S. Total Stock Market Index, which measures all U.S. equity securities with readily available prices. The index represents the largest 750 stocks and is float-adjusted market cap weighted.
 
Dow Jones U.S. Select REIT Index A float-adjusted market capitalization weighted index comprised of real estate investment trusts (REITs).
 
Dow Jones U.S. Small-Cap Total Stock Market Index An index that is a subset of the Dow Jones U.S. Total Stock Market Index, which measures all U.S. equity securities with readily available prices. The index represents the stocks ranked 751-2500 by full market capitalization and is float-adjusted market cap weighted.
 
Dow Jones U.S. Total Stock Market Index An index that measures all U.S. equity securities with readily available prices.
 
FTSE Developed ex US Index An index that comprises large and mid cap stocks providing coverage of developed markets (23 countries) excluding the US. The index is derived from the FTSE Global Equity Index Series (GEIS), which covers 98% of the world’s investable market capitalization.
 
FTSE Developed Small Cap ex-US Liquid Index An index that comprises small-cap companies in developed countries excluding the United States, as defined by the index provider. The index defines the small-cap universe as approximately the bottom 10% of the eligible universe with a minimum free float capitalization of $150 million.
 
FTSE Emerging Index An index comprised of large- and mid-cap companies in emerging countries, as defined by the index provider. The index defines the large and mid-cap universe as approximately the top 90% of the eligible universe. The Net version of the index reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes.
 
MSCI EAFE Index A free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. & Canada. The Net version of the index reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes; returns are calculated applying dividend withholding rates applicable to non-resident persons who do not benefit from double taxation treaties.
 
MSCI Emerging Markets Index A free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. The Net version of the index reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes; returns are calculated applying dividend withholding rates applicable to non-resident persons who do not benefit from double taxation treaties.
 
Russell 2000 Index An index that measures the performance of the small-cap segment of the U.S. equity universe.
 
Russell Microcap Index An index that measures the performance of the microcap segment of the U.S. equity market. Microcap stocks make up less than 3% of the U.S. equity market (by market cap) and consist of the smallest 1,000 securities in the small-cap Russell 2000® Index, plus the next smallest eligible securities by market cap.
 
 
 
 25


 

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.
 
VIT Balanced Composite Index A custom blended index developed by CSIM based on a comparable portfolio asset allocation and calculated using the following portion allocations: 15% Dow Jones U.S. Large Cap Total Stock Market Index, 4% Dow Jones U.S. Small-Cap Total Stock Market Index, 1% Russell Microcap Index, 11% FTSE Developed ex-US Index (Net), 2% FTSE Developed Small Cap ex-US Liquid Index (Net), 5% FTSE Emerging Index (Net), 6% Dow Jones U.S. Select REIT Index, 3% Dow Jones UBS Commodity Index, 2% Barclays U.S. TIPS Index (Series-L), 12% Barclays 3 − 10 Year U.S. Treasury Bond Index, 2% Barclays U.S. Aggregate: Agencies Index, 6% Barclays U.S. Credit Index, 13% Barclays U.S. MBS: Agency Fixed Rate MBS Index, 2% Barclays Global Treasury ex-U.S. [Capped] Index, 1% Barclays High Yield Bond Very Liquid Index, 15% Barclays U.S. Treasury Bills: 1 − 3 Month Index. The index is maintained by CSIM. The components that make up the composite index may vary over time.
 
 
 
 
26 


 

           
         
           
      Schwab VIT
Balanced with Growth Portfolio
   
           
           
      Semiannual report dated June 30, 2014    


 

 
 
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 the Schwab Fund’s website at www.schwabfunds.com/prospectus, the SEC’s website at 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 Schwab’s website at www.schwabfunds.com/prospectus or the SEC’s website at www.sec.gov.
 
Investment Adviser: Charles Schwab Investment Management, Inc. (CSIM)


 

 
The Investment Environment
 
 
For the six-month reporting period ended June 30, 2014, U.S. and international stocks performed well. Efforts by many central banks to stimulate economic growth by keeping interest rates low continued to provide support for stocks. Moderate overall improvement in the U.S. also helped, in spite of harsh winter weather that briefly affected economic growth. Some pockets of improvement emerged in Europe as well. In addition, although emerging markets faced geopolitical tensions and increased volatility, concerns had eased somewhat by May and June, and several markets rallied in response. Reflecting this environment, the Dow Jones U.S. Total Stock Market Index returned 7.0%, the MSCI EAFE Index (Net) returned 4.8%, and the MSCI Emerging Markets Index (Net) returned 6.1%.
 
U.S. bonds generated moderately positive returns during the period, while international bonds performed even better. The Federal Reserve began reducing some of its stimulative policies in January as the economy demonstrated modest improvement, but provided reassurances that short-term interest rates needed to remain low for the time being. In response, yields on longer-term U.S. bonds generally declined. In Europe, many markets also performed well as regional conditions remained relatively stable. As a result, the Citigroup Non-U.S. Dollar World Government Bond Index returned 6.0%, and the Barclays U.S. Aggregate Bond index returned 3.9%.

 Asset Class Performance Comparison % returns during the 6 months ended 6/30/2014
 
This graph compares the performance of various asset classes. Final performance figures for the period are in the key below.
         
         
(LEGEND)   7.14%   S&P 500® Index: measures U.S. large-cap stocks
         
(LEGEND)   3.19%   Russell 2000® Index: measures U.S. small-cap stocks
         
(LEGEND)   4.78%   MSCI EAFE® Index (Net): measures (in U.S. dollars) large-cap stocks in Europe, Australasia and the Far East
         
(LEGEND)   3.93%   Barclays U.S. Aggregate Bond Index: measures the U.S. bond market
         
(LEGEND)   0.02%   Barclays U.S. Treasury Bills 1-3 Months Index: measures short-term U.S. Treasury obligations
 
(LINE GRAPH)
 
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.
 
Index figures assume dividends and distributions were reinvested, and do not include trading and management costs, which would lower performance. Indices are unmanaged, do not incur management fees, costs and expenses, and you cannot invest in them directly. Remember that past performance is not a guarantee of future results.

 
 
 
Schwab VIT Balanced with Growth Portfolio 1


 

 
Portfolio Management
 
     
     
(PHOTO)   Zifan Tang, CFA, Managing Director and Head of Asset Allocation Strategies, leads the portfolio management team and has overall responsibility for all aspects of the management of the portfolio. Prior to joining CSIM in 2012, Ms. Tang was a product manager at Thomson Reuters and, from 1997 to 2009, worked as a portfolio manager at Barclays Global Investors, which was subsequently acquired by BlackRock.
 
 
 
Schwab VIT Balanced with Growth Portfolio


 

 
Schwab VIT Balanced with Growth Portfolio
 
 
Performance and Fund Facts as of 06/30/14
 
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
 
                               
Portfolio and inception Date   6 Months   1 Year   Since Inception
 
 
Portfolio: Schwab VIT Balanced with Growth Portfolio (07/25/12)
    5.59 %       14.79 %       12.36 %  
VIT Balanced with Growth Composite Index
    6.08 %       15.33 %       13.41 %  
S&P 500® Index
    7.14 %       24.61 %       24.49 %  
Barclays U.S. Aggregate Bond Index
    3.93 %       4.37 %       1.10 %  
Fund Category: Morningstar Moderate Allocation
    5.41 %       16.03 %       15.60 %  
 
Portfolio Expense Ratios3: Net 0.79%; Gross 0.96%
 
 
 Statistics
         
Number of Holdings
    20  
Portfolio Turnover Rate4
    4%  
 
 Asset Class Weightings % of Investments5
         
Stocks – U.S. 
    29.6%  
Fixed Income
    28.8%  
Stocks – International
    26.2%  
Real Assets
    9.9%  
Short-Term Investments
    3.4%  
Money Market Fund
    2.1%  
Total
    100.0%  
 
 Top Holdings % of Net Assets6,7
         
Schwab U.S. Large-Cap ETF
    22.9%  
Schwab International Equity ETF
    17.3%  
iShares MBS ETF
    10.5%  
Schwab Intermediate-Term U.S. Treasury ETF
    8.0%  
Schwab U.S. REIT ETF
    6.0%  
Schwab Emerging Markets Equity ETF
    6.0%  
Schwab U.S. Small-Cap ETF
    5.8%  
iShares Core U.S. Credit Bond ETF
    4.5%  
Credit Suisse Commodity Return Strategy Fund, Class I
    4.0%  
Schwab International Small-Cap Equity ETF
    3.0%  
Total
    88.0%  
 
All total return 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.
 
The components that make up the composite index may vary over time. For index definitions, please see the Glossary.
 
Portfolio holdings may have changed since the report date.
 
1 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.
2 Portfolio expenses have been partially absorbed by CSIM and its affiliates. Without these reductions, the portfolio’s returns would have been lower. Portfolio performance does not reflect the additional fees and expenses imposed by the insurance company under the variable insurance product contract. If those contract fees and expenses were included, the performance would be less than that shown. Please refer to the variable insurance product prospectus for a complete listing of these expenses.
3 As stated in the prospectus. Includes expenses of the underlying funds in which the portfolio invests. The annualized weighted average expense ratio of the underlying funds was 0.21%. 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 period, refer to the financial highlights section of the financial statements.
4 Not annualized.
5 The portfolio intends to primarily invest in affiliated Schwab exchange traded funds (ETFs) and unaffiliated third-party ETFs. The portfolio may also invest in affiliated Schwab and Laudus Funds and unaffiliated third party mutual funds (all such ETFs and mutual funds referred to as “underlying funds”). The portfolio may also invest directly in equity or fixed income securities, and money market investments to achieve its investment objectives.
6 This list is not a recommendation of any security by the investment adviser.
7 The holdings listed exclude any temporary liquidity investments.
 
 
 
Schwab VIT Balanced with Growth Portfolio 3


 

 
Fund Expenses (Unaudited)
 
 Examples for a $1,000 Investment
 
The portfolio incurs ongoing costs, such as 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 a 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 January 1, 2014 and held through June 30, 2014.
 
The 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 the portfolio under the heading entitled “Expenses Paid During Period.”
 
The Hypothetical Return line in the table below provides information about hypothetical account values and hypothetical expenses based on a 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 portfolio 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.
 
                                 
            Ending
   
        Beginning
  Account Value
  Expenses Paid
    Expense Ratio1
  Account Value
  (Net of Expenses)
  During Period2
    (Annualized)   at 1/1/14   at 6/30/14   1/1/14–6/30/14
 
Schwab VIT Balanced with Growth Portfolio                                
Actual Return
    0.55%     $ 1,000.00     $ 1,055.90     $ 2.80  
Hypothetical 5% Return
    0.55%     $ 1,000.00     $ 1,022.07     $ 2.76  
 
 
1 Based on the most recent six-month expense ratio; may differ from the expense ratio provided in the Financial Highlights. The expenses incurred by the underlying funds in which the portfolio invests are not included in this ratio.
2 Expenses for the portfolio are equal to its annualized expense ratio, multiplied by the average account value over the period, multiplied by 181 days of the period, and divided by 365 days of the fiscal year.
 
 
 
Schwab VIT Balanced with Growth Portfolio


 

Schwab VIT Balanced with Growth Portfolio
 
 
Financial Statements
 
Financial Highlights
 
                             
    1/1/14–
  1/1/13–
  7/25/121
   
    6/30/14*   12/31/13   12/31/12    
 
 
Per-Share Data ($)
Net asset value at beginning of period
    11.86       10.71       10.00      
   
Income (loss) from investment operations:
                           
Net investment income (loss)
    0.04 2     0.23 2     0.09      
Net realized and unrealized gains (losses)
    0.62       0.93       0.62      
   
Total from investment operations
    0.66       1.16       0.71      
Less distributions:
                           
Distributions from net investment income
    (0.09 )     (0.01 )          
Distributions from net realized gains
    (0.00 )3                
   
Total distributions
    (0.09 )     (0.01 )          
   
Net asset value at end of period
    12.43       11.86       10.71      
   
Total return (%)
    5.59 4     10.79       7.10 4    
 
Ratios/Supplemental Data (%)
Ratios to average net assets:
                           
Net operating expenses5
    0.55 6     0.58       0.58 6    
Gross operating expenses5
    0.57 6     0.75       16.10 6    
Net investment income (loss)
    0.63 6     2.07       4.80 6    
Portfolio turnover rate
    4 4     14       1 4    
Net assets, end of period ($ x 1,000,000)
    92       70       2      

* Unaudited.

1 Commencement of operations.
2 Calculated based on the average shares outstanding during the period.
3 Per-share amount was less than $0.01.
4 Not annualized.
5 The expenses incurred by underlying funds in which the fund invests are not included in this ratio.
6 Annualized.
 
 
 
See financial notes 5


 

 
 Schwab VIT Balanced with Growth Portfolio
 

 
Portfolio Holdings as of June 30, 2014 (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 .0%   Other Investment Companies     81,763,739       89,158,246  
  3 .4%   Short-Term Investments     3,113,960       3,113,960  
 
 
  100 .4%   Total Investments     84,877,699       92,272,206  
  (0 .4%)   Other Assets and Liabilities, Net             (403,285 )
 
 
  100 .0%   Net Assets             91,868,921  
 
                 
    Number
  Value
Security   of Shares   ($)
 
 Other Investment Companies 97.0% of net assets
 
U.S. Stocks 29.7%
                 
 
Large-Cap 22.9%
Schwab U.S. Large-Cap ETF (a)
    448,648       21,010,186  
                 
 
Micro-Cap 1.0%
iShares Micro-Cap ETF
    12,339       939,244  
                 
 
Small-Cap 5.8%
Schwab U.S. Small-Cap ETF (a)
    97,248       5,330,163  
                 
              27,279,593  
 
International Stocks 26.3%
                 
 
Developed-Market Large-Cap 17.3%
Schwab International Equity ETF (a)
    481,524       15,880,662  
                 
 
Developed-Market Small-Cap 3.0%
Schwab International Small-Cap Equity ETF (a)
    80,749       2,767,268  
                 
 
Emerging-Market 6.0%
Schwab Emerging Markets Equity ETF (a)
    211,298       5,500,087  
                 
              24,148,017  
 
Real Assets 10.0%
                 
 
Commodity 4.0%
Credit Suisse Commodity Return Strategy Fund, Class I *
    472,022       3,634,569  
                 
 
Real Estate 6.0%
Schwab U.S. REIT ETF (a)
    156,314       5,528,826  
                 
              9,163,395  
 
Fixed Income 28.9%
                 
 
Agency Bond 2.0%
iShares Agency Bond ETF
    16,329       1,839,788  
                 
 
Corporate Bond 4.5%
iShares Core U.S. Credit Bond ETF
    37,115       4,136,095  
                 
 
High Yield Bond 1.3%
SPDR Barclays High Yield Bond ETF
    28,904       1,206,164  
                 
 
Inflation-Protected Bond 1.7%
Schwab U.S. TIPS ETF (a)
    27,621       1,538,490  
                 
 
International Developed-Market Bond 0.9%
SPDR Barclays International Treasury Bond ETF
    14,711       894,282  
                 
 
Mortgage-Backed Bond 10.5%
iShares MBS ETF
    89,013       9,632,987  
                 
 
Treasury Bond 8.0%
Schwab Intermediate-Term U.S. Treasury ETF (a)
    138,226       7,345,330  
                 
              26,593,136  
 
Money Market Fund 2.1%
Schwab Value Advantage Money Fund, Institutional Prime Shares 0.01% (a)(b)
    1,974,105       1,974,105  
                 
Total Other Investment Companies
(Cost $81,763,739)     89,158,246  
         
                 
                 
Issuer
  Face Amount
  Value
    Rate, Maturity Date   ($)   ($)
 
 Short-Term Investments 3.4% of net assets
 
Time Deposits 3.4%
Australia & New Zealand Banking Group Ltd.
0.03%, 07/01/14
    922,669       922,669  
DNB
0.03%, 07/01/14
    345,953       345,953  
Skandinaviska Enskilda Banken
0.03%, 07/01/14
    922,669       922,669  
Wells Fargo
0.03%, 07/01/14
    922,669       922,669  
                 
Total Short-Term Investments
(Cost $3,113,960)     3,113,960  
         
 
End of Investments.
 
At 06/30/14, the tax basis cost of the fund’s investments was $85,080,196 and the unrealized appreciation and depreciation were $7,192,010 and ($0) respectively, with a net unrealized appreciation of $7,192,010.
 
* Non-income producing security.
(a) Issuer is affiliated with the fund’s adviser.
(b) The rate shown is the 7-day yield.
 
 
 
 
See financial notes


 

 
 Schwab VIT Balanced with Growth Portfolio
 

 
Portfolio Holdings (Unaudited) continued
 
     
ETF —
  Exchange traded fund
MBS —
  Mortgage-Backed Security
REIT —
  Real Estate Investment Trust
SPDR —
  Standard & Poor’s Depositary Receipts
TIPS —
  Treasury Inflation Protected Securities
 
 
The following is a summary of the inputs used to value the fund’s investments as of June 30, 2014 (see financial note 2(a) for additional information):
 
                                 
    Quoted Prices in
      Significant
   
    Active Markets for
  Other Significant
  Unobservable
   
    Identical Assets
  Observable Inputs
  Inputs
   
Description
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
Total
 
Other Investment Companies1
    $89,158,246       $—       $—       $89,158,246  
Short-Term Investments1
          3,113,960             3,113,960  
                                 
Total
    $89,158,246       $3,113,960       $—       $92,272,206  
                                 
 
     
1
  As categorized in Portfolio Holdings.
 
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 no transfers between Level 1, Level 2 and Level 3 for the period ended June 30, 2014.
 
 
 
See financial notes 7


 

 
 Schwab VIT Balanced with Growth Portfolio
 

Statement of
Assets and Liabilities
As of June 30, 2014; unaudited
 
             
 
Assets
Investments in affiliated underlying funds, at value (cost $60,089,148)
        $66,875,117  
Investments in unaffiliated issuers, at value (cost $24,788,551)
  +     25,397,089  
   
Total investments, at value (cost $84,877,699)
        92,272,206  
Receivables:
           
Investments sold
        320,238  
Fund shares sold
        171,645  
Dividends
        294  
Interest
  +     2  
   
Total assets
        92,764,385  
 
Liabilities
Payables:
           
Investments bought
        861,055  
Investment adviser and administrator fees
        3,443  
Fund shares redeemed
        3,016  
Due to custodian
        1  
Accrued expenses
  +     27,949  
   
Total liabilities
        895,464  
 
Net Assets
Total assets
        92,764,385  
Total liabilities
      895,464  
   
Net assets
        $91,868,921  
 
Net Assets by Source
Capital received from investors
        84,422,220  
Net investment income not yet distributed
        248,897  
Net realized capital losses
        (196,703 )
Net unrealized capital appreciation
        7,394,507  
 
Net Asset Value (NAV)
 
                         
        Shares
             
Net Assets   ÷   Outstanding   =   NAV      
$91,868,921
      7,391,577         $12.43      
 
 
 
See financial notes


 

 
 Schwab VIT Balanced with Growth Portfolio
 

Statement of
Operations
For the period January 1, 2014 through June 30, 2014; unaudited
 
             
 
Investment Income
Dividends received from affiliated underlying funds
        $319,182  
Dividends received from unaffiliated underlying funds
        147,358  
Interest
  +     360  
   
Total investment income
        466,900  
 
Expenses
Investment adviser and administrator fees
        178,937  
Professional fees
        19,023  
Transfer agent fees
        10,702  
Custodian fees
        6,839  
Independent trustees’ fees
        5,780  
Portfolio accounting fees
        3,429  
Shareholder reports
        2,965  
Other expenses
  +     545  
   
Total expenses
        228,220  
Expense reduction by CSIM
      10,702  
   
Net expenses
      217,518  
   
Net investment income
        249,382  
 
Realized and Unrealized Gains (Losses)
Net realized losses on sales of affiliated underlying funds
        (71,108 )
Net realized losses on sales of unaffiliated underlying funds
  +     (20,978 )
   
Net realized losses
        (92,086 )
Net change in unrealized appreciation (depreciation) on affiliated underlying funds
        3,663,248  
Net change in unrealized appreciation (depreciation) on unaffiliated underlying funds
  +     753,555  
   
Net change in unrealized appreciation (depreciation)
  +     4,416,803  
   
Net realized and unrealized gains
        4,324,717  
             
Increase in net assets resulting from operations
        $4,574,099  
 
 
 
See financial notes 9


 

 
 Schwab VIT Balanced with Growth Portfolio
 

Statement of
Changes in Net Assets
For the current and prior report periods
Figures for the current period are unaudited
 
                     
 
Operations
                     
1/1/14-6/30/14     1/1/13-12/31/13  
Net investment income
        $249,382       $672,303  
Net realized losses
        (92,086 )     (92,134 )
Net change in unrealized appreciation (depreciation)
  +     4,416,803       2,953,194  
   
Increase in net assets from operations
        4,574,099       3,533,363  
 
Distributions to Shareholders
Distributions from net investment income
        (672,772 )     (14,602 )
Distributions from net realized gains
  +     (12,459 )      
   
Total distributions
        ($685,231 )     ($14,602 )
 
Transactions in Fund Shares
                                     
        1/1/14-6/30/14     1/1/13-12/31/13  
          SHARES       VALUE       SHARES       VALUE  
Shares sold
        1,580,976       $19,055,233       6,037,874       $68,100,595  
Shares reinvested
        55,127       685,231       1,327       14,477  
Shares redeemed
  +     (121,538 )     (1,454,026 )     (316,241 )     (3,590,732 )
   
Net transactions in fund shares
        1,514,565       $18,286,438       5,722,960       $64,524,340  
 
Shares Outstanding and Net Assets
        1/1/14-6/30/14     1/1/13-12/31/13  
          SHARES       NET ASSETS       SHARES       NET ASSETS  
Beginning of period
        5,877,012       $69,693,615       154,052       $1,650,514  
Total increase
  +     1,514,565       22,175,306       5,722,960       68,043,101  
   
End of period
        7,391,577       $91,868,921       5,877,012       $69,693,615  
   
                                     
Net investment income not yet distributed
                $248,897               $672,287  
 
 
 
10 See financial notes


 

 
 Schwab VIT Balanced with Growth Portfolio
 

 
Financial Notes, unaudited
 
 
1. Business Structure of the Fund:
 
Schwab VIT Balanced with Growth Portfolio (the “fund”) is a series of Schwab Annuity Portfolios (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 Annuity Portfolios (organized January 21, 1994)
       
Schwab Money Market Portfolio
       
Schwab MarketTrack Growth Portfolio II
       
Schwab S&P 500 Index Portfolio
       
Schwab VIT Balanced Portfolio
       
Schwab VIT Balanced with Growth Portfolio
       
Schwab VIT Growth Portfolio
       
 
 
The fund is a “fund of funds” which primarily invests in affiliated Schwab exchange traded funds (“ETFs”) and unaffiliated third-party ETFs. The fund may also invest in affiliated Schwab and Laudus Funds and unaffiliated third-party mutual funds (all such ETFs and mutual funds referred to as “underlying funds”). The fund may also invest directly in equity or fixed income securities and money market investments to achieve its investment objectives. The fund bears its share of the allocable expenses of the underlying funds in which it invests.
 
The fund offers one share class. Shares are bought and sold at closing net asset value per share (“NAV”) which is the price for all outstanding shares of a 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 is intended as an investment vehicle for variable annuity contracts and variable life insurance policies to be offered by separate accounts of participating life insurance companies and for pension and retirement plans qualified under the Internal Revenue Code of 1986, as amended. At June 30, 2014, 100% of the fund’s shares were held through one insurance company. Subscriptions and redemptions of these insurance separate accounts could have a material impact on the fund.
 
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 fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 Financial Services - Investment Companies. The accounting policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
 
For more information about the underlying funds’ operations and policies, please refer to those funds’ semiannual and annual reports, which are filed with the U.S. Securities and Exchange Commission (“SEC”).
 
(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:
 
  •  Underlying funds: Mutual funds are valued at their respective NAVs. ETFs traded on a recognized securities exchange are valued at the last reported sale price that day or the official closing price, if applicable.
 
  •  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
 
 
 
 11


 

 
 Schwab VIT Balanced with Growth Portfolio
 

 
Financial Notes, unaudited (continued)
 
2. Significant Accounting Policies (continued):
 
  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.
 
  •  Short-term securities (60 days or less to maturity): Short-term securities are valued at amortized cost, which approximates market value.
 
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 ETFs. Investments in mutual funds are valued daily at their NAVs, and investments in ETFs are valued daily at the last reported sale price or the official closing price, which are classified as Level 1 prices.
 
  •  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. 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 assumptions 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 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 June 30, 2014 are disclosed in the Portfolio Holdings.
 
 
 
12 


 

 
 Schwab VIT Balanced with Growth Portfolio
 

 
Financial Notes, unaudited (continued)
 
2. Significant Accounting Policies (continued):
 
(b) Security Transactions:
 
Security transactions are recorded as of the date the order to buy or sell the security is executed. Realized gains and losses from security transactions are based on the identified costs of the securities involved.
 
(c) 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. Any distributions from underlying funds are recorded in accordance with the character of the distributions as designated by the underlying funds.
 
(d) 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.
 
(e) Distributions to Shareholders:
 
The fund makes distributions from net investment income and net realized capital gains, if any, once a year.
 
(f) 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.
 
(g) 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 the participating insurance company’s (shareholders) separate accounts each year. As long as a fund meets the tax requirements, it is not required to pay federal income tax.
 
(h) 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.
 
Asset Allocation Risk. The fund is subject to asset allocation risk, which is the risk that the selection of the underlying funds and the allocation of the fund’s assets among the various asset classes and market segments will cause the fund to underperform other funds with a similar investment objective.
 
Affiliated Fund Risk. The investment adviser’s authority to select and substitute underlying funds from a variety of affiliated and unaffiliated ETFs and mutual funds may create a conflict of interest because the fees paid to it by some underlying funds are higher than the fees paid by other underlying funds. However, the portfolio manager is a fiduciary to the fund and is legally obligated to act in the fund’s best interests when selecting underlying funds, without taking fees into consideration.
 
 
 
 13


 

 
 Schwab VIT Balanced with Growth Portfolio
 

 
Financial Notes, unaudited (continued)
 
3. Risk Factors (continued):
 
Market Risk. 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.
 
ETFs Risk. When a fund invests in an 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 of securities.
 
Underlying Fund Investment Risk. The value of an investment in the fund is based primarily on the prices of the underlying funds that the fund purchases. In turn, the price of each underlying fund is based on the value of its securities. Before investing in the fund, investors should assess the risks associated with the underlying funds in which the fund may invest and the types of investments made by those underlying funds. The risks below summarize certain principal investment risks of the underlying funds that are also principal investment risks to which the fund is subject because of the fund’s investment allocation in the underlying funds and the underlying funds’ asset allocation.
 
  •  Equity Risk. 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.
 
  •  Large-Cap Risk. Large-cap stocks tend to go in and out of favor based on market and economic conditions. During a period when large-cap stocks fall behind other types of investments — bonds or mid- or small- cap stocks, for instance — an underlying fund’s performance also will lag those investments.
 
  •  Small-Cap Risk. Historically, small-cap stocks have been riskier than large- and mid-cap stocks, and their prices may move sharply, especially during market upturns and downturns. Small-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies. During a period when small-cap stocks fall behind other types of investments — bonds or large-cap stocks, for instance — an underlying fund’s performance also will lag those investments.
 
  •  Foreign Investment Risk. An underlying fund’s investments in securities of foreign issuers may 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 conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may negatively impact the value or liquidity of the underlying fund’s investments, and could impair the underlying fund’s ability to meet its investment objective or invest in accordance with its investment strategy. These risks may be heightened in connection with investments in emerging markets. To the extent an underlying fund’s investment in a single country or a limited number of countries represents a large percentage of the underlying fund’s assets, the underlying fund’s performance may be adversely affected by the economic, political and social conditions in those countries and it may be subject to increased price volatility.
 
  •  Emerging Market Risk. An underlying fund’s investments in securities of emerging market countries may involve certain risks that are greater than those associated with investments in securities of developed countries. Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Such countries often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with an underlying fund’s investments in emerging market countries and, at times, it may be difficult to value such investments.
 
  •  Currency Risk. As a result of an underlying fund’s investments in securities denominated in, and/or receiving revenues in foreign currencies, the fund will be subject to currency risk. This is the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in an underlying fund would be adversely affected.
 
  •  Growth Investing Risk. Certain of the underlying funds pursue a “growth style” of investing. Growth investing focuses on a company’s prospects for growth of revenue and earnings. If a company’s earnings or revenues fall short of expectations, its stock price may fall dramatically. Growth stocks also can perform differently from the market as a whole and other
 
 
 
14 


 

 
 Schwab VIT Balanced with Growth Portfolio
 

 
Financial Notes, unaudited (continued)
 
3. Risk Factors (continued):
 
  types of stocks and can be more volatile than other types of stocks. Since growth companies usually invest a high portion of earnings in their business, they may lack the dividends of value stocks that can cushion stock prices in a falling market. Growth stocks may also be more expensive relative to their earnings or assets compared to value or other stocks.
 
  •  Value Investing Risk. Certain of the underlying funds may pursue a “value style” of investing. Value investing focuses on companies whose stocks appear undervalued in light of factors such as the company’s earnings, book value, revenues or cash flow. If an underlying fund’s investment adviser’s (or sub-adviser’s) assessment of a company’s value or prospects for exceeding earnings expectations or market conditions is wrong, the underlying fund could suffer losses or produce poor performance relative to other funds. In addition, “value stocks” can continue to be undervalued by the market for long periods of time.
 
  •  Debt Securities Risk. Bond prices generally fall when interest rates rise. Bonds with longer maturities tend to be more sensitive to this risk. Underlying fund performance also could be affected if an issuer or guarantor of a bond held by the fund fails to make timely principal or interest payments or otherwise honor its obligations. Lower-quality bonds are considered speculative with respect to their issuer’s ability to make timely payments or otherwise honor their obligations. In addition, prices of lower-quality bonds tend to be more volatile than those of investment-grade bonds, and may fall based on bad news about the issuer, an industry or the overall economy.
 
  •  Interest Rate Risk. An underlying fund’s investments in fixed income securities are subject to the risk that interest rates rise and fall over time. As with any investment whose yield reflects current interest rates, an underlying fund’s yield will change over time. During periods when interest rates are low, an underlying fund’s yield (and total return) also may be low. Changes in interest rates also may affect an underlying fund’s share price: a sharp rise in interest rates could cause the underlying fund’s share price to fall. The longer the underlying fund’s duration, the more sensitive to interest rate movements its share price is likely to be. Because interest rates in the United States are at, or near, historically low levels, a change in a central bank’s monetary policy (e.g., tapering of the Federal Reserve Board’s quantitative easing program) or improving economic conditions may result in an increase in interest rates.
 
  •  Credit Risk. Certain of the underlying funds are subject to the risk that a decline in the credit quality of a portfolio investment could cause the underlying fund’s share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment fails to make timely principal or interest payments or otherwise honor its obligations. Securities rated below investment grade (junk bonds) involve greater risk of price declines than investment grade securities due to actual or perceived changes in the issuer’s creditworthiness.
 
  •  Prepayment and Extension Risk. An underlying fund’s investments in fixed income securities are subject to the risk that the securities may be paid off earlier or later than expected. Either situation could cause the underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the underlying fund’s yield or share price.
 
  •  U.S. Government Securities Risk. Some of the U.S. government securities that the underlying funds invest in are not backed by the full faith and credit of the U.S. government, which means they are neither issued nor guaranteed by the U.S. Treasury. Certain securities such as those issued by the Federal Home Loan Banks are supported by limited lines of credit maintained by their issuers with the U.S. Treasury. Securities issued by other issuers, such as the Federal Farm Credit Banks Funding Corporation, are supported solely by the credit of the issuer. There can be no assurance that the U.S. government will provide financial support to securities of its agencies and instrumentalities if it is not obligated to do so under law. Also, any government guarantees on securities the underlying funds own do not extend to shares of the underlying funds themselves.
 
  •  Real Estate Investment Risk. An underlying fund in which the portfolio may invest may have a policy of concentrating its investments in real estate companies and companies related to the real estate industry. Such an underlying fund is subject to risks associated with the direct ownership of real estate securities and a portfolio’s investment in such an underlying fund is subject to risks associated with the direct ownership of real estate securities and an investment in the underlying 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; defaults by borrowers or tenants, particularly during an economic downturn; and changes in interest rates.
 
 
 
 15


 

 
 Schwab VIT Balanced with Growth Portfolio
 

 
Financial Notes, unaudited (continued)
 
3. Risk Factors (continued):
 
  •  Real Estate Investment Trust (REIT) Risk. An underlying fund may invest in REITs. An underlying fund’s investments in REITs will be subject to the risks associated with the direct ownership of real estate, including fluctuations in the value of underlying properties, defaults by borrowers or tenants, changes in interest rates and risks related to general or local economic conditions. REITs are also subject to certain additional risks. For example, 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, 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 for the underlying fund. In addition, REITs have their own expenses, and the underlying fund will bear a proportionate share of those expenses.
 
  •  Mortgage-Backed and Mortgage Pass-Through Securities Risk. Certain of the mortgage-backed securities in which an underlying fund may invest are not backed by the full faith and credit of the U.S. government and there can be no assurance that the U.S. government would provide financial support to its agencies or instrumentalities where it was not obligated to do so. Mortgage-backed securities tend to increase in value less than other debt securities when interest rates decline, but are subject to similar risk of decline in market value during periods of rising interest rates. Because of prepayment and extension risk, mortgage-backed securities react differently to changes in interest rates than other bonds. Small movements in interest rates — both increases and decreases — may quickly and significantly affect the value of certain mortgage-backed securities. Transactions in mortgage pass-through securities primarily occur through to be announced (TBA) transactions. Default by or bankruptcy of a counterparty to a TBA transaction would expose an underlying fund to possible losses because of an adverse market action, expenses, or delays in connection with the purchase or sale of the pools of mortgage pass-through securities specified in the TBA transaction.
 
  •  Portfolio Turnover Risk. Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower the underlying fund’s performance and may increase the likelihood of capital gain distributions.
 
  •  Commodity Risk. To the extent that an underlying fund invests in commodity-linked derivative instruments, it may subject the underlying fund to greater volatility than investments in traditional securities. Also, commodity-linked investments may be more volatile and less liquid than the underlying commodity. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and other regulatory and market developments. The use of leveraged commodity-linked derivatives creates an opportunity for increased return, but also creates the possibility for a greater loss.
 
  •  Liquidity Risk. A particular investment may be difficult to purchase or sell. An underlying fund may be unable to sell illiquid securities at an advantageous time or price.
 
  •  Derivatives Risk. An underlying 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.
 
  •  Management Risk. An underlying fund may be an actively managed mutual fund. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser(s)) will select investments or allocate assets in a manner that could cause the fund to underperform or otherwise not meet its objective. An underlying fund’s 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.
 
  •  Investment Style Risk. Certain underlying funds seek to track the performance of various segments of the stock market, as measured by their respective indices. Such underlying funds follow these stocks during upturns as well as downturns. Because of their indexing strategy, these underlying funds do not take steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of an underlying fund’s expenses, the underlying fund’s performance is normally below that of the index.
 
 
 
16 


 

 
 Schwab VIT Balanced with Growth Portfolio
 

 
Financial Notes, unaudited (continued)
 
3. Risk Factors (continued):
 
  •  Tracking Error Risk. An underlying fund may seek to track the performance of its benchmark index, although it may not be successful in doing so. The divergence between the performance of a fund and its benchmark index, positive or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant.
 
  •  Concentration Risk. To the extent that an underlying fund’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector or asset class, the underlying fund may be adversely affected by the performance of those securities, may be subject to increased price volatility and may be more susceptible to adverse economic, market, political, or regulatory occurrences affecting that market, industry, group of industries, sector or asset class.
 
  •  Money Market Risk. Although an underlying money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in a money market fund. In addition, a money market fund is not designed to offer capital appreciation.
 
Direct Investment Risk. The fund may invest directly in individual securities to maintain its allocations. The fund’s direct investment in these securities is subject to the same or similar risks as an underlying fund’s investment in the same securities and instruments.
 
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, payable monthly, equal to 0.45% of the fund’s average daily net assets.
 
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 approval of the fund’s Board, to limit the total annual fund operating expenses charged, excluding interest, taxes and certain non-routine expenses of the fund to 0.58%.
 
The agreement to limit the fund’s total expenses charged is limited to the fund’s direct operating expenses and, therefore, does not apply to underlying fund fees and expenses, which are indirect expenses incurred by a fund through its investments in the underlying funds.
 
The fund may engage in certain transactions involving related parties. Pursuant to an exemptive order issued by the SEC, the fund may invest in other related ETFs and mutual funds. As of June 30, 2014, the Schwab VIT Balanced with Growth Portfolio’s ownership percentages of other related funds’ shares are:
 
         
Schwab U.S. Large-Cap ETF
    0.7%  
Schwab U.S. Small-Cap ETF
    0.3%  
Schwab International Equity ETF
    0.6%  
Schwab International Small-Cap Equity ETF
    0.7%  
Schwab Emerging Markets Equity ETF
    0.5%  
Schwab U.S. REIT ETF
    0.5%  
Schwab U.S. TIPS ETF
    0.3%  
Schwab Intermediate-Term U.S. Treasury ETF
    3.5%  
Schwab Value Advantage Money Fund, Institutional Prime Shares
    0.0% *
 
     
*
  Less than 0.1%
 
Below is a summary of the fund’s transactions with its affiliated underlying funds during the period ended June 30, 2014.
 
 
 
 
 17


 

 
 Schwab VIT Balanced with Growth Portfolio
 

 
Financial Notes, unaudited (continued)
 
4. Affiliates and Affiliated Transactions (continued):
 
                                                         
                        Realized
  Distributions
    Balance of
          Balance of
  Market
  Gains (Losses)
  Received*
    Shares Held
  Gross
  Gross
  Shares Held
  Value at
  01/01/14 to
  01/01/14 to
Underlying Funds
 
at 12/31/13
 
Purchases
 
Sales
 
at 06/30/14
 
06/30/14
 
06/30/14
 
06/30/14
 
Schwab U.S. Large-Cap ETF
    355,558       100,516       (7,426 )     448,648       $21,010,186       ($1,532 )     $178,415  
Schwab U.S. Small-Cap ETF
    79,506       25,941       (8,199 )     97,248       5,330,163       (2,390 )     40,333  
Schwab International Equity ETF
    381,064       123,482       (23,022 )     481,524       15,880,662       (2,780 )      
Schwab International Small-Cap Equity ETF
    67,676       20,233       (7,160 )     80,749       2,767,268       1,008        
Schwab Emerging Markets Equity ETF
    175,928       50,059       (14,689 )     211,298       5,500,087       (22,056 )      
Schwab U.S. REIT ETF
    137,375       31,315       (12,376 )     156,314       5,528,826       (31,596 )     55,694  
Schwab U.S. TIPS ETF
    22,342       6,247       (968 )     27,621       1,538,490       (4,457 )     6,861  
Schwab Intermediate-Term U.S. Treasury ETF
    106,773       35,754       (4,301 )     138,226       7,345,330       (7,305 )     37,750  
Schwab Value Advantage Money Fund, Institutional Prime Shares
    1,974,000       105             1,974,105       1,974,105             129  
                                                         
Total
                                    $66,875,117       ($71,108 )     $319,182  
                                                         
 
     
*
  Distributions received include distributions from net investment income and capital gains, if any, from the underlying funds.
 
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 CSIM 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 on 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 amount 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 on the fund’s Statement of Operations, if any. The interest expense is determined based on a negotiated rate above the current Federal Funds Rate.
 
7. Purchases and Sales/Maturities of Investment Securities:
 
For the period ended June 30, 2014, purchases and sales/maturities of securities (excluding short-term obligations) were as follows:
 
             
Purchases of Securities
 
Sales/Maturities of Securities
 
  $20,211,200       $3,469,355  
 
 
 
18 


 

 
 Schwab VIT Balanced with Growth Portfolio
 

 
Financial Notes, unaudited (continued)
 
8. Federal Income Taxes:
 
Capital loss carryforwards may be used to offset future realized capital gains for federal income tax purposes. As of December 31, 2013, the fund had no capital loss carryforwards.
 
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 December 31, 2013, the fund had no capital losses deferred and no capital losses utilized.
 
As of December 31, 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 December 31, 2013, the fund did not incur any interest or penalties.
 
9. 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.
 
 
 
 19


 

 
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 Annuity Portfolios (the “Trust”) and Charles Schwab Investment Management, Inc. (“CSIM”) (the “Agreement”) with respect to Schwab VIT Balanced with Growth Portfolio (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 30, 2014, and June 3, 2014, and approved the renewal of the Agreement with respect to the Fund for an additional one year term at the meeting held on June 3, 2014. 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
 
5.  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 Schwab’s wide range of products, services, and channel alternatives such as free advice, investment research tools and Internet access and an array of account features that benefit the Fund and its shareholders. 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 the Fund’s 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 appropriate indices/benchmarks, 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 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
 
 
 
20 


 

mutual funds, such peer groups and comparisons having been selected and calculated by an independent third party. The Trustees considered the effects of CSIM’s and Schwab’s historical practice of waiving management and other fees to prevent total fund expenses from exceeding a specified cap. The Trustees also considered fees charged by CSIM to other mutual funds and to other types of accounts, such as wrap accounts, but, with respect to such other types of accounts, accorded less weight to such comparisons due to the different legal, regulatory, compliance and operating features of mutual funds as compared to these other types of accounts, and the unique insurance dedicated distribution arrangements of the Fund as compared to other funds managed by CSIM. 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 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.
 
 
 
 21


 

 
Trustees and Officers
 
 
The tables below give information about the trustees and officers of Schwab Annuity Portfolios, 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 97 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 Annuity Portfolios 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 Annuity Portfolios 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)
 
David L. Mahoney
1954
Trustee
(Trustee of Schwab Annuity Portfolios since 2011.)
  Private Investor.   76   Director, Symantec Corporation (2003 – present)
Director, Corcept Therapeutics Incorporated (2004 – present)
 
Kiran M. Patel
1948
Trustee
(Trustee of Schwab Annuity Portfolios since 2011.)
  Retired. 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).   76   Director, KLA-Tencor Corporation (2008 – present)
 
Gerald B. Smith
1950
Trustee
(Trustee of Schwab Annuity Portfolios since 2000.)
  Chairman, Chief Executive Officer and Founder of Smith Graham & Co. (investment advisors) (1990 – present).   76   Director, Eaton (2012 – present)
Director and Chairman of the Audit Committee, Oneok Partners LP (2003 – 2013)
Director, Oneok, Inc. (2009 – 2013)
Lead Independent Director, Board of Cooper Industries (2002 – 2012)
 
Joseph H. Wender
1944
Trustee
(Trustee of Schwab Annuity Portfolios 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)
 
 
 
 
22 


 

 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 Annuity Portfolios since 1994.)
  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 Annuity Portfolios 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.   97   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 Annuity Portfolios 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).
 
George Pereira
1964
Treasurer and Principal Financial Officer
(Officer of Schwab Annuity Portfolios 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 Annuity Portfolios 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).
 
 
 
 
 23


 

 
 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
 
Brett Wander
1961
Senior Vice President and Chief Investment Officer – Fixed Income
(Officer of Schwab Annuity Portfolios 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 Annuity Portfolios 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 Annuity Portfolios 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.
 
 
 
24 


 

 
Glossary
 
 
Barclays Global Treasury ex-U.S. Index An index that tracks fixed-rate local currency non-U.S. government debt of investment grade countries with a remaining maturity of at least one year. The Capped version of the index uses custom weights.
 
Barclays High Yield Very Liquid Index An index that includes publicly issued U.S. dollar denominated, non-investment grade, fixed-rate, taxable corporate bonds that have a remaining maturity of at least one year, are rated high-yield (Ba1/BB+/BB+ or below) using the middle rating of Moody’s, S&P, and Fitch, respectively, and have $600 million or more of outstanding face value.
 
Barclays U.S. Aggregate: Agencies Index An index that measures fixed rate securities issued by U.S. government agencies with at least one year to final maturity and $250 million par amount outstanding. The index is a sub-set of the Barclays US Aggregate: Government-Related Index.
 
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.
 
Barclays U.S. Credit Index An index that comprises the Barclays U.S. Corporate Index and a non-corporate component that includes foreign agencies, sovereigns, supranationals and local authorities.
 
Barclays U.S. Mortgage-Backed Securities (MBS): Agency Fixed Rate MBS Index An index that measures agency mortgage-backed pass-through fixed-rate securities issued by Ginnie Mae (GNMA), Fannie Mae (FNMA), and Freddie Mac (FHLMC).
 
Barclays U.S. TIPS Index (Series-L) A rules-based, market value-weighted index that tracks inflation-protected securities issued by the U.S. Treasury that have at least one year remaining to maturity, are rated investment grade and have $250 million or more of outstanding face value.
 
Barclays 3 − 10 Year U.S. Treasury Bond Index An index that measures the performance of U.S. Treasury securities that have a remaining maturity of greater than or equal to three years and less than 10 years.
 
Barclays U.S. Treasury Bills: 1 − 3 Months Index An index that includes all publicly issued zero-coupon U.S. Treasury Bills that have a remaining maturity of less than 3 months and more than 1 month, are rated investment grade, and have $250 million or more of outstanding face value.
 
Citigroup Non-U.S. Dollar World Government Bond Index An index that measures the total rate of return performance for the government bonds of 23 countries, excluding the U.S., with a remaining maturity of at least one year.
 
Dow Jones-UBS Commodity Index A broadly diversified index composed of futures contracts on physical commodities. The total return index reflects the return on fully collateralized positions in the underlying commodity futures.
 
Dow Jones U.S. Large-Cap Total Stock Market Index An index that is a subset of the Dow Jones U.S. Total Stock Market Index, which measures all U.S. equity securities with readily available prices. The index represents the largest 750 stocks and is float-adjusted market cap weighted.
 
Dow Jones U.S. Select REIT Index A float-adjusted market capitalization weighted index comprised of real estate investment trusts (REITs).
 
Dow Jones U.S. Small-Cap Total Stock Market Index An index that is a subset of the Dow Jones U.S. Total Stock Market Index, which measures all U.S. equity securities with readily available prices. The index represents the stocks ranked 751-2500 by full market capitalization and is float-adjusted market cap weighted.
 
Dow Jones U.S. Total Stock Market Index An index that measures all U.S. equity securities with readily available prices.
 
FTSE Developed ex US Index An index that comprises large and mid cap stocks providing coverage of developed markets (23 countries) excluding the US. The index is derived from the FTSE Global Equity Index Series (GEIS), which covers 98% of the world’s investable market capitalization.
 
FTSE Developed Small Cap ex-US Liquid Index An index that comprises small-cap companies in developed countries excluding the United States, as defined by the index provider. The index defines the small-cap universe as approximately the bottom 10% of the eligible universe with a minimum free float capitalization of $150 million.
 
FTSE Emerging Index An index comprised of large- and mid-cap companies in emerging countries, as defined by the index provider. The index defines the large and mid-cap universe as approximately the top 90% of the eligible universe. The Net version of the index reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes.
 
MSCI EAFE Index A free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. & Canada. The Net version of the index reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes; returns are calculated applying dividend withholding rates applicable to non-resident persons who do not benefit from double taxation treaties.
 
MSCI Emerging Markets Index A free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. The Net version of the index reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes; returns are calculated applying dividend withholding rates applicable to non-resident persons who do not benefit from double taxation treaties.
 
Russell 2000 Index An index that measures the performance of the small-cap segment of the U.S. equity universe.
 
Russell Microcap Index An index that measures the performance of the microcap segment of the U.S. equity market. Microcap stocks make up less than 3% of the U.S. equity market (by market cap) and consist of the smallest 1,000 securities in the small-cap Russell 2000® Index, plus the next smallest eligible securities by market cap.
 
 
 
 25


 

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.
 
VIT Balanced with Growth Composite Index A custom blended index developed by CSIM based on a comparable portfolio asset allocation and calculated using the following portion allocations: 22% Dow Jones U.S. Large Cap Total Stock Market Index, 6% Dow Jones U.S. Small-Cap Total Stock Market Index, 1% Russell Microcap Index, 17% FTSE Developed ex-US Index (Net), 3% FTSE Developed Small Cap ex-US Liquid Index (Net), 6% FTSE Emerging Index (Net), 6% Dow Jones U.S. Select REIT Index, 4% Dow Jones UBS Commodity Index, 2% Barclays U.S. TIPS Index (Series-L), 9% Barclays 3 − 10 Year U.S. Treasury Bond Index, 2% Barclays U.S. Aggregate: Agencies Index, 4% Barclays U.S. Credit Index, 11% Barclays U.S. MBS: Agency Fixed Rate MBS Index, 1% Barclays Global Treasury ex-U.S. [Capped] Index, 1% Barclays High Yield Bond Very Liquid Index, 5% Barclays U.S. Treasury Bill: 1 − 3 Month Index. The index is maintained by CSIM. The components that make up the composite index may vary over time.
 
 
 
 
26 


 

           
         
           
      Schwab VIT
Growth Portfolio
   
           
           
      Semiannual report dated June 30, 2014    


 

 
 
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 the Schwab Fund’s website at www.schwabfunds.com/prospectus, the SEC’s website at 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 Schwab’s website at www.schwabfunds.com/prospectus or the SEC’s website at www.sec.gov.
 
Investment Adviser: Charles Schwab Investment Management, Inc. (CSIM)


 

 
The Investment Environment
 
 
For the six-month reporting period ended June 30, 2014, U.S. and international stocks performed well. Efforts by many central banks to stimulate economic growth by keeping interest rates low continued to provide support for stocks. Moderate overall improvement in the U.S. also helped, in spite of harsh winter weather that briefly affected economic growth. Some pockets of improvement emerged in Europe as well. In addition, although emerging markets faced geopolitical tensions and increased volatility, concerns had eased somewhat by May and June, and several markets rallied in response. Reflecting this environment, the Dow Jones U.S. Total Stock Market Index returned 7.0%, the MSCI EAFE Index (Net) returned 4.8%, and the MSCI Emerging Markets Index (Net) returned 6.1%.
 
U.S. bonds generated moderately positive returns during the period, while international bonds performed even better. The Federal Reserve began reducing some of its stimulative policies in January as the economy demonstrated modest improvement, but provided reassurances that short-term interest rates needed to remain low for the time being. In response, yields on longer-term U.S. bonds generally declined. In Europe, many markets also performed well as regional conditions remained relatively stable. As a result, the Citigroup Non-U.S. Dollar World Government Bond Index returned 6.0%, and the Barclays U.S. Aggregate Bond index returned 3.9%.

 Asset Class Performance Comparison % returns during the 6 months ended 6/30/2014
 
This graph compares the performance of various asset classes. Final performance figures for the period are in the key below.
         
         
(LEGEND)   7.14%   S&P 500® Index: measures U.S. large-cap stocks
         
(LEGEND)   3.19%   Russell 2000® Index: measures U.S. small-cap stocks
         
(LEGEND)   4.78%   MSCI EAFE® Index (Net): measures (in U.S. dollars) large-cap stocks in Europe, Australasia and the Far East
         
(LEGEND)   3.93%   Barclays U.S. Aggregate Bond Index: measures the U.S. bond market
         
(LEGEND)   0.02%   Barclays U.S. Treasury Bills 1-3 Months Index: measures short-term U.S. Treasury obligations
 
(LINE GRAPH)
 
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.
 
Index figures assume dividends and distributions were reinvested, and do not include trading and management costs, which would lower performance. Indices are unmanaged, do not incur management fees, costs and expenses, and you cannot invest in them directly. Remember that past performance is not a guarantee of future results.

 
 
 
Schwab VIT Growth Portfolio 1


 

 
Portfolio Management
 
     
     
(PHOTO)   Zifan Tang, CFA, Managing Director and Head of Asset Allocation Strategies, leads the portfolio management team and has overall responsibility for all aspects of the management of the portfolio. Prior to joining CSIM in 2012, Ms. Tang was a product manager at Thomson Reuters and, from 1997 to 2009, worked as a portfolio manager at Barclays Global Investors, which was subsequently acquired by BlackRock.
 
 
 
Schwab VIT Growth Portfolio


 

 
Schwab VIT Growth Portfolio
 
 
Performance and Fund Facts as of 06/30/14
 
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
 
                               
Portfolio and inception Date   6 Months   1 Year   Since Inception
 
 
Portfolio: Schwab VIT Growth Portfolio (07/25/12)
    5.96 %       18.10 %       16.37 %  
VIT Growth Composite Index
    6.48 %       18.61 %       17.17 %  
S&P 500® Index
    7.14 %       24.61 %       24.49 %  
Barclays U.S. Aggregate Bond Index
    3.93 %       4.37 %       1.10 %  
Fund Category: Morningstar Aggressive Allocation
    5.78 %       19.28 %       18.94 %  
 
Portfolio Expense Ratios3: Net 0.78%; Gross 0.97%
 
 
 Statistics
         
Number of Holdings
    17  
Portfolio Turnover Rate4
    3%  
 
 Asset Class Weightings % of Investments5
         
Stocks – U.S. 
    38.7%  
Stocks – International
    34.3%  
Fixed Income
    12.0%  
Real Assets
    9.9%  
Short-Term Investments
    3.0%  
Money Market Fund
    2.1%  
Total
    100.0%  
 
 Top Holdings % of Net Assets6,7
         
Schwab U.S. Large-Cap ETF
    29.9%  
Schwab International Equity ETF
    21.3%  
Schwab Emerging Markets Equity ETF
    8.0%  
Schwab U.S. Small-Cap ETF
    6.8%  
Schwab U.S. REIT ETF
    6.0%  
Schwab International Small-Cap Equity ETF
    5.0%  
iShares MBS ETF
    4.5%  
Schwab Intermediate-Term U.S. Treasury ETF
    4.2%  
Credit Suisse Commodity Return Strategy Fund, Class I
    3.9%  
iShares Core U.S. Credit Bond ETF
    2.6%  
Total
    92.2%  
 
All total return 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.
 
The components that make up the composite index may vary over time. For index definitions, please see the Glossary.
 
Portfolio holdings may have changed since the report date.
 
1 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.
2 Portfolio expenses have been partially absorbed by CSIM and its affiliates. Without these reductions, the portfolio’s returns would have been lower. Portfolio performance does not reflect the additional fees and expenses imposed by the insurance company under the variable insurance product contract. If those contract fees and expenses were included, the performance would be less than that shown. Please refer to the variable insurance product prospectus for a complete listing of these expenses.
3 As stated in the prospectus. Includes expenses of the underlying funds in which the portfolio invests. The annualized weighted average expense ratio of the underlying funds was 0.20%. 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 period, refer to the financial highlights section of the financial statements.
4 Not annualized.
5 The portfolio intends to primarily invest in affiliated Schwab exchange traded funds (ETFs) and unaffiliated third-party ETFs. The portfolio may also invest in affiliated Schwab and Laudus Funds and unaffiliated third party mutual funds (all such ETFs and mutual funds referred to as “underlying funds”). The portfolio may also invest directly in equity or fixed income securities, and money market investments to achieve its investment objectives.
6 This list is not a recommendation of any security by the investment adviser.
7 The holdings listed exclude any temporary liquidity investments.
 
 
 
Schwab VIT Growth Portfolio 3


 

 
Fund Expenses (Unaudited)
 
 Examples for a $1,000 Investment
 
The portfolio incurs ongoing costs, such as 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 a 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 January 1, 2014 and held through June 30, 2014.
 
The 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 the portfolio under the heading entitled “Expenses Paid During Period.”
 
The Hypothetical Return line in the table below provides information about hypothetical account values and hypothetical expenses based on a 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 portfolio 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.
 
                                 
            Ending
   
        Beginning
  Account Value
  Expenses Paid
    Expense Ratio1
  Account Value
  (Net of Expenses)
  During Period2
    (Annualized)   at 1/1/14   at 6/30/14   1/1/14–6/30/14
 
Schwab VIT Growth Portfolio                                
Actual Return
    0.54%     $ 1,000.00     $ 1,059.60     $ 2.76  
Hypothetical 5% Return
    0.54%     $ 1,000.00     $ 1,022.12     $ 2.71  
 
 
1 Based on the most recent six-month expense ratio; may differ from the expense ratio provided in the Financial Highlights. The expenses incurred by the underlying funds in which the portfolio invests are not included in this ratio.
2 Expenses for the portfolio are equal to its annualized expense ratio, multiplied by the average account value over the period, multiplied by 181 days of the period, and divided by 365 days of the fiscal year.
 
 
 
Schwab VIT Growth Portfolio


 

Schwab VIT Growth Portfolio
 
 
Financial Statements
 
Financial Highlights
 
                             
    1/1/14–
  1/1/13–
  7/25/121
   
    6/30/14*   12/31/13   12/31/12    
 
 
Per-Share Data ($)
Net asset value at beginning of period
    12.65       10.95       10.00      
   
Income (loss) from investment operations:
                           
Net investment income (loss)
    0.03 2     0.33 2     0.13      
Net realized and unrealized gains (losses)
    0.72       1.37       0.82      
   
Total from investment operations
    0.75       1.70       0.95      
Less distributions:
                           
Distributions from net investment income
    (0.10 )     (0.00 )3          
Distributions from net realized gains
    (0.00 )3                
   
Total distributions
    (0.10 )     (0.00 )3          
   
Net asset value at end of period
    13.30       12.65       10.95      
   
Total return (%)
    5.96 4     15.56       9.50 4    
 
Ratios/Supplemental Data (%)
Ratios to average net assets:
                           
Net operating expenses5
    0.54 6     0.58       0.59 6,7    
Gross operating expenses5
    0.56 6     0.77       26.08 6    
Net investment income (loss)
    0.51 6     2.72       3.96 6    
Portfolio turnover rate
    3 4     9       29 4    
Net assets, end of period ($ x 1,000,000)
    102       77       1      

* Unaudited.

1 Commencement of operations.
2 Calculated based on the average shares outstanding during the period.
3 Per-share amount was less than $0.01.
4 Not annualized.
5 The expenses incurred by underlying funds in which the fund invests are not included in this ratio.
6 Annualized.
7 The ratio of net operating expenses would have been 0.58%, if interest expense had not been incurred.
 
 
 
See financial notes 5


 

 
 Schwab VIT Growth Portfolio
 

 
Portfolio Holdings as of June 30, 2014 (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 .1%   Other Investment Companies     89,253,359       98,520,563  
  3 .0%   Short-Term Investments     3,079,855       3,079,855  
 
 
  100 .1%   Total Investments     92,333,214       101,600,418  
  (0 .1%)   Other Assets and Liabilities, Net             (86,471 )
 
 
  100 .0%   Net Assets             101,513,947  
 
                 
    Number
  Value
Security   of Shares   ($)
 
 Other Investment Companies 97.1% of net assets
 
U.S. Stocks 38.7%
                 
 
Large-Cap 29.9%
Schwab U.S. Large-Cap ETF (a)
    647,156       30,306,315  
                 
 
Micro-Cap 2.0%
iShares Micro-Cap ETF
    27,138       2,065,745  
                 
 
Small-Cap 6.8%
Schwab U.S. Small-Cap ETF (a)
    126,078       6,910,335  
                 
              39,282,395  
 
International Stocks 34.3%
                 
 
Developed-Market Large-Cap 21.3%
Schwab International Equity ETF (a)
    655,291       21,611,497  
                 
 
Developed-Market Small-Cap 5.0%
Schwab International Small-Cap Equity ETF (a)
    148,163       5,077,546  
                 
 
Emerging-Market 8.0%
Schwab Emerging Markets Equity ETF (a)
    311,576       8,110,323  
                 
              34,799,366  
 
Real Assets 9.9%
                 
 
Commodity 3.9%
Credit Suisse Commodity Return Strategy Fund, Class I *
    519,672       4,001,471  
                 
 
Real Estate 6.0%
Schwab U.S. REIT ETF (a)
    172,246       6,092,341  
                 
              10,093,812  
 
Fixed Income 12.0%
                 
 
Corporate Bond 2.6%
iShares Core U.S. Credit Bond ETF
    23,695       2,640,571  
                 
 
Inflation-Protected Bond 0.7%
Schwab U.S. TIPS ETF (a)
    12,642       704,160  
                 
 
Mortgage-Backed Bond 4.5%
iShares MBS ETF
    42,128       4,559,092  
                 
 
Treasury Bond 4.2%
Schwab Intermediate-Term U.S. Treasury ETF (a)
    80,223       4,263,050  
                 
              12,166,873  
 
Money Market Fund 2.2%
Schwab Value Advantage Money Fund, Institutional Prime Shares 0.01% (a)(b)
    2,178,117       2,178,117  
                 
Total Other Investment Companies
(Cost $89,253,359)     98,520,563  
         
                 
                 
Issuer
  Face Amount
  Value
    Rate, Maturity Date   ($)   ($)
 
 Short-Term Investments 3.0% of net assets
 
Time Deposits 3.0%
Australia & New Zealand Banking Group Ltd.
0.03%, 07/01/14
    1,016,483       1,016,483  
DNB
0.03%, 07/01/14
    30,406       30,406  
Skandinaviska Enskilda Banken
0.03%, 07/01/14
    1,016,483       1,016,483  
Wellls Fargo
0.03%, 07/01/14
    1,016,483       1,016,483  
                 
Total Short-Term Investments
(Cost $3,079,855)     3,079,855  
         
 
End of Investments.
 
At 06/30/14, the tax basis cost of the fund’s investments was $92,479,158 and the unrealized appreciation and depreciation were $9,121,260 and ($0), respectively, with a net unrealized appreciation of $9,121,260.
 
* Non-income producing security.
(a) Issuer is affiliated with the fund’s adviser.
(b) The rate shown is the 7-day yield.
 
     
ETF —
  Exchange traded fund
MBS —
  Mortgage-Backed Security
REIT —
  Real Estate Investment Trust
TIPS —
  Treasury Inflation Protected Securities
 
 
 
 
See financial notes


 

 
 Schwab VIT Growth Portfolio
 

 
Portfolio Holdings (Unaudited) continued
 
The following is a summary of the inputs used to value the fund’s investments as of June 30, 2014 (see financial note 2(a) for additional information):
 
                                 
    Quoted Prices in
      Significant
   
    Active Markets for
  Other Significant
  Unobservable
   
    Identical Assets
  Observable Inputs
  Inputs
   
Description
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
Total
 
Other Investment Companies1
    $98,520,563       $—       $—       $98,520,563  
Short-Term Investments1
          3,079,855             3,079,855  
                                 
Total
    $98,520,563       $3,079,855       $—       $101,600,418  
                                 
 
     
1
  As categorized in Portfolio Holdings.
 
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 no transfers between Level 1, Level 2 and Level 3 for the period ended June 30, 2014.
 
 
 
See financial notes 7


 

 
 Schwab VIT Growth Portfolio
 

Statement of
Assets and Liabilities
As of June 30, 2014; unaudited
 
             
 
Assets
Investments in affiliated underlying funds, at value (cost $76,561,875)
        $85,253,684  
Investments in unaffiliated issuers, at value (cost $15,771,339)
  +     16,346,734  
   
Total investments, at value (cost $92,333,214)
        101,600,418  
Receivables:
           
Investments sold
        390,263  
Fund shares sold
        119,823  
Dividends
        1,273  
Interest
  +     3  
   
Total assets
        102,111,780  
 
Liabilities
Payables:
           
Investments bought
        565,475  
Investment adviser and administrator fees
        3,818  
Fund shares redeemed
        619  
Accrued expenses
  +     27,921  
   
Total liabilities
        597,833  
 
Net Assets
Total assets
        102,111,780  
Total liabilities
      597,833  
   
Net assets
        $101,513,947  
 
Net Assets by Source
Capital received from investors
        92,156,755  
Net investment income not yet distributed
        228,026  
Net realized capital losses
        (138,038 )
Net unrealized capital appreciation
        9,267,204  
 
Net Asset Value (NAV)
 
                         
        Shares
             
Net Assets   ÷   Outstanding   =   NAV      
$101,513,947
      7,635,155         $13.30      
 
 
 
See financial notes


 

 
 Schwab VIT Growth Portfolio
 

Statement of
Operations
For the period January 1, 2014 through June 30, 2014; unaudited
 
             
 
Investment Income
Dividends received from affiliated underlying funds
        $403,092  
Dividends received from unaffiliated underlying funds
        63,285  
Interest
  +     416  
   
Total investment income
        466,793  
 
Expenses
Investment adviser and administrator fees
        200,017  
Professional fees
        18,738  
Transfer agent fees
        10,699  
Custodian fees
        6,581  
Independent trustees’ fees
        5,982  
Portfolio accounting fees
        3,489  
Shareholder reports
        2,788  
Other expenses
  +     525  
   
Total expenses
        248,819  
Expense reduction by CSIM
      10,699  
   
Net expenses
      238,120  
   
Net investment income
        228,673  
 
Realized and Unrealized Gains (Losses)
Net realized losses on sales of affiliated underlying funds
        (50,322 )
Net realized losses on sales of unaffiliated underlying funds
  +     (10,167 )
   
Net realized losses
        (60,489 )
Net change in unrealized appreciation (depreciation) on affiliated underlying funds
        4,871,556  
Net change in unrealized appreciation (depreciation) on unaffiliated underlying funds
  +     479,694  
   
Net change in unrealized appreciation (depreciation)
  +     5,351,250  
   
Net realized and unrealized gains
        5,290,761  
             
Increase in net assets resulting from operations
        $5,519,434  
 
 
 
See financial notes 9


 

 
 Schwab VIT Growth Portfolio
 

Statement of
Changes in Net Assets
For the current and prior report periods
Figures for the current period are unaudited
 
                     
 
Operations
                     
1/1/14-6/30/14     1/1/13-12/31/13  
Net investment income
        $228,673       $780,381  
Net realized losses
        (60,489 )     (70,842 )
Net change in unrealized appreciation (depreciation)
  +     5,351,250       3,890,812  
   
Increase in net assets from operations
        5,519,434       4,600,351  
 
Distributions to Shareholders
Distributions from net investment income
        (780,922 )     (7,298 )
Distributions from net realized gains
  +     (5,297 )      
   
Total distributions
        ($786,219 )     ($7,298 )
 
Transactions in Fund Shares
                                     
        1/1/14-6/30/14     1/1/13-12/31/13  
          SHARES       VALUE       SHARES       VALUE  
Shares sold
        1,624,874       $20,735,118       6,160,749       $73,353,144  
Shares reinvested
        59,114       786,219       634       7,200  
Shares redeemed
  +     (96,979 )     (1,248,510 )     (167,721 )     (2,042,197 )
   
Net transactions in fund shares
        1,587,009       $20,272,827       5,993,662       $71,318,147  
 
Shares Outstanding and Net Assets
        1/1/14-6/30/14     1/1/13-12/31/13  
          SHARES       NET ASSETS       SHARES       NET ASSETS  
Beginning of period
        6,048,146       $76,507,905       54,484       $596,705  
Total increase
  +     1,587,009       25,006,042       5,993,662       75,911,200  
   
End of period
        7,635,155       $101,513,947       6,048,146       $76,507,905  
   
                                     
Net investment income not yet distributed
                $228,026               $780,275  
 
 
 
10 See financial notes


 

 
 Schwab VIT Growth Portfolio
 

 
Financial Notes, unaudited
 
 
1. Business Structure of the Fund:
 
Schwab VIT Growth Portfolio (the “fund”) is a series of Schwab Annuity Portfolios (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 Annuity Portfolios (organized January 21, 1994)
       
Schwab Money Market Portfolio
       
Schwab MarketTrack Growth Portfolio II
       
Schwab S&P 500 Index Portfolio
       
Schwab VIT Balanced Portfolio
       
Schwab VIT Balanced with Growth Portfolio
       
Schwab VIT Growth Portfolio
       
 
 
The fund is a “fund of funds” which primarily invests in affiliated Schwab exchange traded funds (“ETFs”) and unaffiliated third-party ETFs. The fund may also invest in affiliated Schwab and Laudus Funds and unaffiliated third-party mutual funds (all such ETFs and mutual funds referred to as “underlying funds”). The fund may also invest directly in equity or fixed income securities and money market investments to achieve its investment objectives. The fund bears its share of the allocable expenses of the underlying funds in which it invests.
 
The fund offers one share class. Shares are bought and sold at closing net asset value per share (“NAV”) which is the price for all outstanding shares of a 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 is intended as an investment vehicle for variable annuity contracts and variable life insurance policies to be offered by separate accounts of participating life insurance companies and for pension and retirement plans qualified under the Internal Revenue Code of 1986, as amended. At June 30, 2014, 100% of the fund’s shares were held through one insurance company. Subscriptions and redemptions of these insurance separate accounts could have a material impact on the fund.
 
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 fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 Financial Services - Investment Companies. The accounting policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
 
For more information about the underlying funds’ operations and policies, please refer to those funds’ semiannual and annual reports, which are filed with the U.S. Securities and Exchange Commission (“SEC”).
 
(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:
 
  •  Underlying funds: Mutual funds are valued at their respective NAVs. ETFs traded on a recognized securities exchange are valued at the last reported sale price that day or the official closing price, if applicable.
 
  •  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
 
 
 
 11


 

 
 Schwab VIT Growth Portfolio
 

 
Financial Notes, unaudited (continued)
 
2. Significant Accounting Policies (continued):
 
  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.
 
  •  Short-term securities (60 days or less to maturity): Short-term securities are valued at amortized cost, which approximates market value.
 
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 ETFs. Investments in mutual funds are valued daily at their NAVs, and investments in ETFs are valued daily at the last reported sale price or the official closing price, which are classified as Level 1 prices.
 
  •  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. 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 assumptions 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 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 June 30, 2014 are disclosed in the Portfolio Holdings.
 
 
 
12 


 

 
 Schwab VIT Growth Portfolio
 

 
Financial Notes, unaudited (continued)
 
2. Significant Accounting Policies (continued):
 
(b) Security Transactions:
 
Security transactions are recorded as of the date the order to buy or sell the security is executed. Realized gains and losses from security transactions are based on the identified costs of the securities involved.
 
(c) 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. Any distributions from underlying funds are recorded in accordance with the character of the distributions as designated by the underlying funds.
 
(d) 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.
 
(e) Distributions to Shareholders:
 
The fund makes distributions from net investment income and net realized capital gains, if any, once a year.
 
(f) 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.
 
(g) 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 the participating insurance company’s (shareholders) separate accounts each year. As long as a fund meets the tax requirements, it is not required to pay federal income tax.
 
(h) 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.
 
Asset Allocation Risk. The fund is subject to asset allocation risk, which is the risk that the selection of the underlying funds and the allocation of the fund’s assets among the various asset classes and market segments will cause the fund to underperform other funds with a similar investment objective.
 
Affiliated Fund Risk. The investment adviser’s authority to select and substitute underlying funds from a variety of affiliated and unaffiliated ETFs and mutual funds may create a conflict of interest because the fees paid to it by some underlying funds are higher than the fees paid by other underlying funds. However, the portfolio manager is a fiduciary to the fund and is legally obligated to act in the fund’s best interests when selecting underlying funds, without taking fees into consideration.
 
 
 
 13


 

 
 Schwab VIT Growth Portfolio
 

 
Financial Notes, unaudited (continued)
 
3. Risk Factors (continued):
 
Market Risk. 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.
 
ETFs Risk. When a fund invests in an 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 of securities.
 
Underlying Fund Investment Risk. The value of an investment in the fund is based primarily on the prices of the underlying funds that the fund purchases. In turn, the price of each underlying fund is based on the value of its securities. Before investing in the fund, investors should assess the risks associated with the underlying funds in which the fund may invest and the types of investments made by those underlying funds. The risks below summarize certain principal investment risks of the underlying funds that are also principal investment risks to which the fund is subject because of the fund’s investment allocation in the underlying funds and the underlying funds’ asset allocation.
 
  •  Equity Risk. 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.
 
  •  Large-Cap Risk. Large-cap stocks tend to go in and out of favor based on market and economic conditions. During a period when large-cap stocks fall behind other types of investments — bonds or mid- or small- cap stocks, for instance — an underlying fund’s performance also will lag those investments.
 
  •  Small-Cap Risk. Historically, small-cap stocks have been riskier than large- and mid-cap stocks, and their prices may move sharply, especially during market upturns and downturns. Small-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies. During a period when small-cap stocks fall behind other types of investments — bonds or large-cap stocks, for instance — an underlying fund’s performance also will lag those investments.
 
  •  Foreign Investment Risk. An underlying fund’s investments in securities of foreign issuers may 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 conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may negatively impact the value or liquidity of the underlying fund’s investments, and could impair the underlying fund’s ability to meet its investment objective or invest in accordance with its investment strategy. These risks may be heightened in connection with investments in emerging markets. To the extent an underlying fund’s investment in a single country or a limited number of countries represents a large percentage of the underlying fund’s assets, the underlying fund’s performance may be adversely affected by the economic, political and social conditions in those countries and it may be subject to increased price volatility.
 
  •  Emerging Market Risk. An underlying fund’s investments in securities of emerging market countries may involve certain risks that are greater than those associated with investments in securities of developed countries. Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Such countries often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with an underlying fund’s investments in emerging market countries and, at times, it may be difficult to value such investments.
 
  •  Currency Risk. As a result of an underlying fund’s investments in securities denominated in, and/or receiving revenues in foreign currencies, the fund will be subject to currency risk. This is the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in an underlying fund would be adversely affected.
 
  •  Growth Investing Risk. Certain of the underlying funds pursue a “growth style” of investing. Growth investing focuses on a company’s prospects for growth of revenue and earnings. If a company’s earnings or revenues fall short of expectations, its stock price may fall dramatically. Growth stocks also can perform differently from the market as a whole and other
 
 
 
14 


 

 
 Schwab VIT Growth Portfolio
 

 
Financial Notes, unaudited (continued)
 
3. Risk Factors (continued):
 
  types of stocks and can be more volatile than other types of stocks. Since growth companies usually invest a high portion of earnings in their business, they may lack the dividends of value stocks that can cushion stock prices in a falling market. Growth stocks may also be more expensive relative to their earnings or assets compared to value or other stocks.
 
  •  Value Investing Risk. Certain of the underlying funds may pursue a “value style” of investing. Value investing focuses on companies whose stocks appear undervalued in light of factors such as the company’s earnings, book value, revenues or cash flow. If an underlying fund’s investment adviser’s (or sub-adviser’s) assessment of a company’s value or prospects for exceeding earnings expectations or market conditions is wrong, the underlying fund could suffer losses or produce poor performance relative to other funds. In addition, “value stocks” can continue to be undervalued by the market for long periods of time.
 
  •  Debt Securities Risk. Bond prices generally fall when interest rates rise. Bonds with longer maturities tend to be more sensitive to this risk. Underlying fund performance also could be affected if an issuer or guarantor of a bond held by the fund fails to make timely principal or interest payments or otherwise honor its obligations. Lower-quality bonds are considered speculative with respect to their issuer’s ability to make timely payments or otherwise honor their obligations. In addition, prices of lower-quality bonds tend to be more volatile than those of investment-grade bonds, and may fall based on bad news about the issuer, an industry or the overall economy.
 
  •  Interest Rate Risk. An underlying fund’s investments in fixed income securities are subject to the risk that interest rates rise and fall over time. As with any investment whose yield reflects current interest rates, an underlying fund’s yield will change over time. During periods when interest rates are low, an underlying fund’s yield (and total return) also may be low. Changes in interest rates also may affect an underlying fund’s share price: a sharp rise in interest rates could cause the underlying fund’s share price to fall. The longer the underlying fund’s duration, the more sensitive to interest rate movements its share price is likely to be. Because interest rates in the United States are at, or near, historically low levels, a change in a central bank’s monetary policy (e.g., tapering of the Federal Reserve Board’s quantitative easing program) or improving economic conditions may result in an increase in interest rates.
 
  •  Credit Risk. Certain of the underlying funds are subject to the risk that a decline in the credit quality of a portfolio investment could cause the underlying fund’s share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment fails to make timely principal or interest payments or otherwise honor its obligations. Securities rated below investment grade (junk bonds) involve greater risk of price declines than investment grade securities due to actual or perceived changes in the issuer’s creditworthiness.
 
  •  Prepayment and Extension Risk. An underlying fund’s investments in fixed income securities are subject to the risk that the securities may be paid off earlier or later than expected. Either situation could cause the underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the underlying fund’s yield or share price.
 
  •  U.S. Government Securities Risk. Some of the U.S. government securities that the underlying funds invest in are not backed by the full faith and credit of the U.S. government, which means they are neither issued nor guaranteed by the U.S. Treasury. Certain securities such as those issued by the Federal Home Loan Banks are supported by limited lines of credit maintained by their issuers with the U.S. Treasury. Securities issued by other issuers, such as the Federal Farm Credit Banks Funding Corporation, are supported solely by the credit of the issuer. There can be no assurance that the U.S. government will provide financial support to securities of its agencies and instrumentalities if it is not obligated to do so under law. Also, any government guarantees on securities the underlying funds own do not extend to shares of the underlying funds themselves.
 
  •  Real Estate Investment Risk. An underlying fund in which the portfolio may invest may have a policy of concentrating its investments in real estate companies and companies related to the real estate industry. Such an underlying fund is subject to risks associated with the direct ownership of real estate securities and a portfolio’s investment in such an underlying fund is subject to risks associated with the direct ownership of real estate securities and an investment in the underlying 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; defaults by borrowers or tenants, particularly during an economic downturn; and changes in interest rates.
 
 
 
 15


 

 
 Schwab VIT Growth Portfolio
 

 
Financial Notes, unaudited (continued)
 
3. Risk Factors (continued):
 
  •  Real Estate Investment Trust (REIT) Risk. An underlying fund may invest in REITs. An underlying fund’s investments in REITs will be subject to the risks associated with the direct ownership of real estate, including fluctuations in the value of underlying properties, defaults by borrowers or tenants, changes in interest rates and risks related to general or local economic conditions. REITs are also subject to certain additional risks. For example, 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, 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 for the underlying fund. In addition, REITs have their own expenses, and the underlying fund will bear a proportionate share of those expenses.
 
  •  Mortgage-Backed and Mortgage Pass-Through Securities Risk. Certain of the mortgage-backed securities in which an underlying fund may invest are not backed by the full faith and credit of the U.S. government and there can be no assurance that the U.S. government would provide financial support to its agencies or instrumentalities where it was not obligated to do so. Mortgage-backed securities tend to increase in value less than other debt securities when interest rates decline, but are subject to similar risk of decline in market value during periods of rising interest rates. Because of prepayment and extension risk, mortgage-backed securities react differently to changes in interest rates than other bonds. Small movements in interest rates — both increases and decreases — may quickly and significantly affect the value of certain mortgage-backed securities. Transactions in mortgage pass-through securities primarily occur through to be announced (TBA) transactions. Default by or bankruptcy of a counterparty to a TBA transaction would expose an underlying fund to possible losses because of an adverse market action, expenses, or delays in connection with the purchase or sale of the pools of mortgage pass-through securities specified in the TBA transaction.
 
  •  Portfolio Turnover Risk. Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower the underlying fund’s performance and may increase the likelihood of capital gain distributions.
 
  •  Commodity Risk. To the extent that an underlying fund invests in commodity-linked derivative instruments, it may subject the underlying fund to greater volatility than investments in traditional securities. Also, commodity-linked investments may be more volatile and less liquid than the underlying commodity. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and other regulatory and market developments. The use of leveraged commodity-linked derivatives creates an opportunity for increased return, but also creates the possibility for a greater loss.
 
  •  Liquidity Risk. A particular investment may be difficult to purchase or sell. An underlying fund may be unable to sell illiquid securities at an advantageous time or price.
 
  •  Derivatives Risk. An underlying 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.
 
  •  Management Risk. An underlying fund may be an actively managed mutual fund. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser(s)) will select investments or allocate assets in a manner that could cause the fund to underperform or otherwise not meet its objective. An underlying fund’s 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.
 
  •  Investment Style Risk. Certain underlying funds seek to track the performance of various segments of the stock market, as measured by their respective indices. Such underlying funds follow these stocks during upturns as well as downturns. Because of their indexing strategy, these underlying funds do not take steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of an underlying fund’s expenses, the underlying fund’s performance is normally below that of the index.
 
 
 
16 


 

 
 Schwab VIT Growth Portfolio
 

 
Financial Notes, unaudited (continued)
 
3. Risk Factors (continued):
 
  •  Tracking Error Risk. An underlying fund may seek to track the performance of its benchmark index, although it may not be successful in doing so. The divergence between the performance of a fund and its benchmark index, positive or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant.
 
  •  Concentration Risk. To the extent that an underlying fund’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector or asset class, the underlying fund may be adversely affected by the performance of those securities, may be subject to increased price volatility and may be more susceptible to adverse economic, market, political, or regulatory occurrences affecting that market, industry, group of industries, sector or asset class.
 
  •  Money Market Risk. Although an underlying money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in a money market fund. In addition, a money market fund is not designed to offer capital appreciation.
 
Direct Investment Risk. The fund may invest directly in individual securities to maintain its allocations. The fund’s direct investment in these securities is subject to the same or similar risks as an underlying fund’s investment in the same securities and instruments.
 
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, payable monthly, equal to 0.45% of the fund’s average daily net assets.
 
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 approval of the fund’s Board, to limit the total annual fund operating expenses charged, excluding interest, taxes and certain non-routine expenses of the fund to 0.58%.
 
The agreement to limit the fund’s total expenses charged is limited to the fund’s direct operating expenses and, therefore, does not apply to underlying fund fees and expenses, which are indirect expenses incurred by a fund through its investments in the underlying funds.
 
The fund may engage in certain transactions involving related parties. Pursuant to an exemptive order issued by the SEC, the fund may invest in other related ETFs and mutual funds. As of June 30, 2014, the Schwab VIT Growth Portfolio’s ownership percentages of other related funds’ shares are:
 
         
Schwab U.S. Large-Cap ETF
    1.0%  
Schwab U.S. Small-Cap ETF
    0.3%  
Schwab International Equity ETF
    0.9%  
Schwab International Small-Cap Equity ETF
    1.3%  
Schwab Emerging Markets Equity ETF
    0.7%  
Schwab U.S. REIT ETF
    0.6%  
Schwab U.S. TIPS ETF
    0.2%  
Schwab Intermediate-Term U.S. Treasury ETF
    2.1%  
Schwab Value Advantage Money Fund, Institutional Prime Shares
    0.0% *
 
     
*
  Less than 0.1%
 
Below is a summary of the fund’s transactions with its affiliated underlying funds during the period ended June 30, 2014.
 
 
 
 
 17


 

 
 Schwab VIT Growth Portfolio
 

 
Financial Notes, unaudited (continued)
 
4. Affiliates and Affiliated Transactions (continued):
 
                                                         
                        Realized
  Distributions
    Balance of
          Balance of
  Market
  Gains (Losses)
  Received*
    Shares Held
  Gross
  Gross
  Shares Held
  Value at
  01/01/14 to
  01/01/14 to
Underlying Funds
 
at 12/31/13
 
Purchases
 
Sales
 
at 06/30/14
 
06/30/14
 
06/30/14
 
06/30/14
 
Schwab U.S. Large-Cap ETF
    512,021       135,583       (448 )     647,156       $30,306,315       ($265 )     $262,030  
Schwab U.S. Small-Cap ETF
    101,699       31,857       (7,478 )     126,078       6,910,335       (831 )     53,066  
Schwab International Equity ETF
    515,008       155,717       (15,434 )     655,291       21,611,497       920        
Schwab International Small-Cap Equity ETF
    122,392       32,575       (6,804 )     148,163       5,077,546       1,024        
Schwab Emerging Markets Equity ETF
    256,221       73,056       (17,701 )     311,576       8,110,323       (21,678 )      
Schwab U.S. REIT ETF
    150,302       35,065       (13,121 )     172,246       6,092,341       (23,853 )     62,543  
Schwab U.S. TIPS ETF
    10,065       2,947       (370 )     12,642       704,160       (1,677 )     3,162  
Schwab Intermediate-Term U.S. Treasury ETF
    61,338       21,343       (2,458 )     80,223       4,263,050       (3,962 )     22,148  
Schwab Value Advantage Money Fund, Institutional Prime Shares
    2,178,000       117             2,178,117       2,178,117             143  
                                                         
Total
                                    $85,253,684       ($50,322 )     $403,092  
                                                         
 
     
*
  Distributions received include distributions from net investment income and capital gains, if any, from the underlying funds.
 
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 CSIM 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 on 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 amount 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 on the fund’s Statement of Operations, if any. The interest expense is determined based on a negotiated rate above the current Federal Funds Rate.
 
7. Purchases and Sales/Maturities of Investment Securities:
 
For the period ended June 30, 2014, purchases and sales/maturities of securities (excluding short-term obligations) were as follows:
 
             
Purchases of Securities
 
Sales/Maturities of Securities
 
  $21,033,275       $2,555,319  
 
 
 
18 


 

 
 Schwab VIT Growth Portfolio
 

 
Financial Notes, unaudited (continued)
 
8. Federal Income Taxes:
 
Capital loss carryforwards may be used to offset future realized capital gains for federal income tax purposes. As of December 31, 2013, the fund had no capital loss carryforwards.
 
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 December 31, 2013, the fund had no capital losses deferred and no capital losses utilized.
 
As of December 31, 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 December 31, 2013, the fund did not incur any interest or penalties.
 
9. 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.
 
 
 
 19


 

 
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 Annuity Portfolios (the “Trust”) and Charles Schwab Investment Management, Inc. (“CSIM”) (the “Agreement”) with respect to Schwab VIT Growth Portfolio (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 30, 2014, and June 3, 2014, and approved the renewal of the Agreement with respect to the Fund for an additional one year term at the meeting held on June 3, 2014. 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
 
5.  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 Schwab’s wide range of products, services, and channel alternatives such as free advice, investment research tools and Internet access and an array of account features that benefit the Fund and its shareholders. 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 the Fund’s 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 appropriate indices/benchmarks, 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 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
 
 
 
20 


 

mutual funds, such peer groups and comparisons having been selected and calculated by an independent third party. The Trustees considered the effects of CSIM’s and Schwab’s historical practice of waiving management and other fees to prevent total fund expenses from exceeding a specified cap. The Trustees also considered fees charged by CSIM to other mutual funds and to other types of accounts, such as wrap accounts, but, with respect to such other types of accounts, accorded less weight to such comparisons due to the different legal, regulatory, compliance and operating features of mutual funds as compared to these other types of accounts, and the unique insurance dedicated distribution arrangements of the Fund as compared to other funds managed by CSIM. 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 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.
 
 
 
 21


 

 
Trustees and Officers
 
 
The tables below give information about the trustees and officers of Schwab Annuity Portfolios, 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 97 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 Annuity Portfolios 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 Annuity Portfolios 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)
 
David L. Mahoney
1954
Trustee
(Trustee of Schwab Annuity Portfolios since 2011.)
  Private Investor.   76   Director, Symantec Corporation (2003 – present)
Director, Corcept Therapeutics Incorporated (2004 – present)
 
Kiran M. Patel
1948
Trustee
(Trustee of Schwab Annuity Portfolios since 2011.)
  Retired. 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).   76   Director, KLA-Tencor Corporation (2008 – present)
 
Gerald B. Smith
1950
Trustee
(Trustee of Schwab Annuity Portfolios since 2000.)
  Chairman, Chief Executive Officer and Founder of Smith Graham & Co. (investment advisors) (1990 – present).   76   Director, Eaton (2012 – present)
Director and Chairman of the Audit Committee, Oneok Partners LP (2003 – 2013)
Director, Oneok, Inc. (2009 – 2013)
Lead Independent Director, Board of Cooper Industries (2002 – 2012)
 
Joseph H. Wender
1944
Trustee
(Trustee of Schwab Annuity Portfolios 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)
 
 
 
 
22 


 

 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 Annuity Portfolios since 1994.)
  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 Annuity Portfolios 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.   97   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 Annuity Portfolios 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).
 
George Pereira
1964
Treasurer and Principal Financial Officer
(Officer of Schwab Annuity Portfolios 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 Annuity Portfolios 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).
 
 
 
 
 23


 

 
 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
 
Brett Wander
1961
Senior Vice President and Chief Investment Officer – Fixed Income
(Officer of Schwab Annuity Portfolios 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 Annuity Portfolios 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 Annuity Portfolios 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.
 
 
 
24 


 

 
Glossary
 
 
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.
 
Barclays U.S. Credit Index An index that comprises the Barclays U.S. Corporate Index and a non-corporate component that includes foreign agencies, sovereigns, supranationals and local authorities.
 
Barclays U.S. Mortgage-Backed Securities (MBS): Agency Fixed Rate MBS Index An index that measures agency mortgage-backed pass-through fixed-rate securities issued by Ginnie Mae (GNMA), Fannie Mae (FNMA), and Freddie Mac (FHLMC).
 
Barclays U.S. TIPS Index (Series-L) A rules-based, market value-weighted index that tracks inflation-protected securities issued by the U.S. Treasury that have at least one year remaining to maturity, are rated investment grade and have $250 million or more of outstanding face value.
 
Barclays 3 − 10 Year U.S. Treasury Bond Index An index that measures the performance of U.S. Treasury securities that have a remaining maturity of greater than or equal to three years and less than 10 years.
 
Barclays U.S. Treasury Bills: 1 − 3 Months Index An index that includes all publicly issued zero-coupon U.S. Treasury Bills that have a remaining maturity of less than 3 months and more than 1 month, are rated investment grade, and have $250 million or more of outstanding face value.
 
Citigroup Non-U.S. Dollar World Government Bond Index An index that measures the total rate of return performance for the government bonds of 23 countries, excluding the U.S., with a remaining maturity of at least one year.
 
Dow Jones-UBS Commodity Index A broadly diversified index composed of futures contracts on physical commodities. The total return index reflects the return on fully collateralized positions in the underlying commodity futures.
 
Dow Jones U.S. Large-Cap Total Stock Market Index An index that is a subset of the Dow Jones U.S. Total Stock Market Index, which measures all U.S. equity securities with readily available prices. The index represents the largest 750 stocks and is float-adjusted market cap weighted.
 
Dow Jones U.S. Select REIT Index A float-adjusted market capitalization weighted index comprised of real estate investment trusts (REITs).
 
Dow Jones U.S. Small-Cap Total Stock Market Index An index that is a subset of the Dow Jones U.S. Total Stock Market Index, which measures all U.S. equity securities with readily available prices. The index represents the stocks ranked 751-2500 by full market capitalization and is float-adjusted market cap weighted.
 
Dow Jones U.S. Total Stock Market Index An index that measures all U.S. equity securities with readily available prices.
 
FTSE Developed ex US Index An index that comprises large and mid cap stocks providing coverage of developed markets (23 countries) excluding the US. The index is derived from the FTSE Global Equity Index Series (GEIS), which covers 98% of the world’s investable market capitalization.
 
FTSE Developed Small Cap ex-US Liquid Index An index that comprises small-cap companies in developed countries excluding the United States, as defined by the index provider. The index defines the small-cap universe as approximately the bottom 10% of the eligible universe with a minimum free float capitalization of $150 million.
 
FTSE Emerging Index An index comprised of large- and mid-cap companies in emerging countries, as defined by the index provider. The index defines the large and mid-cap universe as approximately the top 90% of the eligible universe. The Net version of the index reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes.
 
MSCI EAFE Index A free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. & Canada. The Net version of the index reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes; returns are calculated applying dividend withholding rates applicable to non-resident persons who do not benefit from double taxation treaties.
 
MSCI Emerging Markets Index A free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. The Net version of the index reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes; returns are calculated applying dividend withholding rates applicable to non-resident persons who do not benefit from double taxation treaties.
 
Russell 2000 Index An index that measures the performance of the small-cap segment of the U.S. equity universe.
 
Russell Microcap Index An index that measures the performance of the microcap segment of the U.S. equity market. Microcap stocks make up less than 3% of the U.S. equity market (by market cap) and consist of the smallest 1,000 securities in the small-cap Russell 2000® Index, plus the next smallest eligible securities by market cap.
 
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.
 
VIT Growth Composite Index A custom blended index developed by CSIM based on a comparable portfolio asset allocation and calculated using the following portion allocations: 29% Dow Jones U.S. Large Cap Total Stock Market Index, 7% Dow Jones U.S. Small-Cap Total Stock Market Index, 2% Russell Microcap Index, 21% FTSE Developed ex-US Index (Net), 5% FTSE Developed Small Cap ex-US Liquid Index (Net), 8% FTSE Emerging Index (Net), 6% Dow Jones U.S. Select REIT Index, 4% Dow Jones UBS Commodity Index, 1% Barclays U.S. TIPS Index (Series-L), 5% Barclays 3 − 10 Year U.S. Treasury Bond Index, 2% Barclays U.S. Credit Index, 5% Barclays U.S. MBS: Agency Fixed Rate MBS Index, 5% Barclays U.S. Treasury Bills: 1 − 3 Month Index. The index is maintained by CSIM. The components that make up the composite index may vary over time.
 
 
 
 
 25


 

Notes


 

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.
     The schedules of investments are included as part of the report to shareholders filed under Item 1 of this Form.

 


 

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.
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 Annuity Portfolios
         
By:
  /s/ Marie Chandoha
 
Marie Chandoha
   
 
  Chief Executive Officer    
 
       
Date:
  August 12, 2014    
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:
  August 12, 2014    
 
       
By:
  /s/ George Pereira
 
George Pereira
   
 
  Principal Financial Officer    
 
       
Date:
  August 12, 2014