UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __________)1
Schwab Fundamental International Large Company Index ETF
(Name of issuer)
Common Stock (exchange-traded fund)
(Title of class of securities)
808524755
November 30, 2014
(Date of event that requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[x] Rule 13d-1(b) (amendment under 13d-2(b))
Rule 13d-1(c)
Rule 13d-1(d)
________________________________
1The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G
CUSIP No. 808524755 | | Page 2 of 10 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only). United Services Automobile Association |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ](b) [ x] |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION state of Texas |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 655,000 |
6 | SHARED VOTING POWER None |
7 | SOLE DISPOSITIVE POWER 655,000 |
8 | SHARED DISPOSITIVE POWER None |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 655,000 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.6% |
12 | TYPE OF REPORTING PERSON HC |
SCHEDULE 13G
CUSIP No. 808524755 | | Page 3 of 10 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only). USAA Capital Corporation |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ](b) [ x] |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION state of Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 655,000 |
6 | SHARED VOTING POWER None |
7 | SOLE DISPOSITIVE POWER 655,000 |
8 | SHARED DISPOSITIVE POWER None |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 655,000 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.6% |
12 | TYPE OF REPORTING PERSON HC |
SCHEDULE 13G
CUSIP No. 808524755 | | Page 4 of 10 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only). USAA Investment Corporation |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ](b) [ x] |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION state of Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 655,000 |
6 | SHARED VOTING POWER None |
7 | SOLE DISPOSITIVE POWER 655,000 |
8 | SHARED DISPOSITIVE POWER None |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 655,000 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.6% |
12 | TYPE OF REPORTING PERSON HC |
SCHEDULE 13G
CUSIP No. 808524755 | | Page 5 of 10 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only). USAA Asset Management Company |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ](b) [x] |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION state of Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 655,000 |
6 | SHARED VOTING POWER None |
7 | SOLE DISPOSITIVE POWER 655,000 |
8 | SHARED DISPOSITIVE POWER None |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 655,000 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.6% |
12 | TYPE OF REPORTING PERSON IA |
CUSIP No. 808524755 | | Page 6 of 10 Pages |
SCHEDULE 13G
ITEM 1.
(a) Name of Issuer:
Schwab Fundamental International Large Company Index ETF
(b) Address of Issuer's Principal Executive Offices:
Charles Schwab Investment Management, Inc.
211 Main Street
San Francisco, CA 94105
ITEM 2.
(a) Names of Person Filing:
United Services Automobile Association
USAA Capital Corporation
USAA Investment Corporation
USAA Asset Management Company
(b) Address of Principal Business Office, of if None, Residence:
9800 Fredericksburg Road
San Antonio, Texas 78288
(c) Citizenship:
Texas
Delaware
Delaware
Delaware
(d) Title of Class of Securities:
Common Stock (exchange-traded fund)
(e) CUSIP Number:
808524755
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [_] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b) [_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [_] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
| | (d) | [ ] | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
(e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);
(h) [_] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
CUSIP No. 808524755 | | Page 7 of 10 Pages |
SCHEDULE 13G
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
655,000
(b) Percent of Class:
10.6%
(c) Number of shares as to which such person has:
| | (i) | sole power to vote or to direct the vote: 655,000 |
| | (ii) | shared power to vote or to direct the vote: None |
| | (iii) | sole power to dispose or to direct the disposition of: 655,000 |
| | (iv) | shared power to dispose or to direct the disposition of: None |
INSTRUCTION. For computations regarding securities which represent a right to acquire an underlying security SEE ss.240.13d3(d)(1).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable
| | ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.
See Exhibit 2.
At November 30, 2014, USAA Asset Management Company (AMCO), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, was the beneficial owner of 655,000 shares of common stock of Schwab Fundamental INTL L/C as a result of acting as investment adviser to certain clients. AMCO is a wholly owned subsidiary of USAA Investment Corporation, which is a wholly owned subsidiary of USAA Capital Corporation (CAPCO). CAPCO is a wholly owned subsidiary of United Services Automobile Association (USAA). Because AMCO is a direct or indirect subsidiary of I-Corp, CAPCO, and USAA, each of I-Corp, CAPCO, and USAA may be deemed to beneficially own the securities held by AMCO. The filing of this Schedule 13G shall not be construed as an admission that any reporting person or its affiliates is for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this Schedule 13G.
| | ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
Not Applicable
| | ITEM 9. NOTICE OF DISSOLUTION OF GROUP. |
Not Applicable
CUSIP No. 808524755 | | Page 8 of 10 Pages |
SCHEDULE 13G
Item 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
Dated: December 4, 2014
UNITED SERVICES AUTOMOBILE ASSOCIATION
Name: Martha Leiper
Title: Senior Vice President and Chief
Investment Officer
USAA CAPITAL CORPORATION
Name: Martha Leiper
Title: Senior Vice President and Chief
Investment Officer
USAA INVESTMENT CORPORATION
Name: James G. Whetzel
Title: Assistant Vice President and Secretary
USAA ASSET MANAGEMENT COMPANY
Name: James G. Whetzel
Title: Assistant Vice President and Secretary
EXHIBIT 1 | | Page 9 of 10 Pages |
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock of Schwab Fundamental INTL L/C and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 4th day of December, 2014.
UNITED SERVICES AUTOMOBILE ASSOCIATION
Name: Martha Leiper
Title: Senior Vice President and Chief
Investment Officer
USAA CAPITAL CORPORATION
Name: Martha Leiper
Title: Senior Vice President and Chief
Investment Officer
USAA INVESTMENT CORPORATION
Name: James G. Whetzel
Title: Assistant Vice President and Secretary
USAA ASSET MANAGEMENT COMPANY
Name: James G. Whetzel
Title: Assistant Vice President and Secretary
EXHIBIT 2 | | Page 10 of 10 Pages |
SUBSIDIARIES
| Subsidiary | Item 3 Classification |
| USAA Capital Corporation | HC |
| USAA Investment Corporation | HC |
| USAA Asset Management Company | IA |
