Charles Schwab & Co., Inc. (CS&Co.) and Schwab Wealth Advisory, Inc. (SWAI) Code of Ethics

Rule 204A-1 under the Investment Advisers Act of 1940, as amended (Advisers Act) requires each investment adviser registered with the U.S. Securities and Exchange Commission (SEC) to adopt a code of ethics that sets forth standards of conduct and requires compliance with Federal Securities Laws.

Charles Schwab & Co., Inc. (CS&Co.) is a dual registrant registered as an investment adviser with the SEC and as a broker-dealer under the Securities Exchange Act of 1934, as amended (Exchange Act). CS&Co. provides various advisory products and services, including sponsorship of multiple wrap fee programs (e.g., Schwab Wealth Advisory, Schwab Managed Portfolios, Schwab Intelligent Portfolios, and Managed Account Services (Select, Connection, and Access)) as well as a referral service to third-party investment advisors (e.g., Schwab Advisory Network), fiduciary-to-fiduciary programs (e.g., Model Market Center and Morningstar Retirement Advice Solutions), and financial planning (e.g., Schwab Financial Planning Services) and has a fiduciary duty to its clients. CS&Co. hereby adopts this Code of Ethics (Code).

Schwab Wealth Advisory, Inc. (SWAI) is registered as an investment adviser with the SEC and provides non-discretionary investment advice to clients enrolled in the Schwab Wealth Advisory^™ (SWA) program. SWAI also provides non-discretionary investment recommendations to Charles Schwab Trust Company (CSTC) on securities held in trust accounts upon request from CSTC. SWAI has a fiduciary duty to its clients. SWAI hereby adopts this Code.

To assist in meeting these fiduciary duties, CS&Co. and SWAI expect every person subject to this Code to demonstrate the highest standards of ethical conduct in such a manner as to avoid serving their own personal interest ahead of clients; avoid taking inappropriate advantage of their position with CS&Co. or SWAI; and avoid or, where appropriate, mitigate any actual or potential conflicts of interests or any abuse of their position of trust and responsibility.

The Code is designed to help Supervised and Access Persons (defined below) avoid potential conflicts that may arise from their actions and their personal investments and preclude activities which may lead to or give the appearance of conflicts of interest, insider trading or other forms of prohibited or unethical business conduct.

This Code does not and cannot identify all possible conflicts of interest that you might encounter. Rather, you have an ongoing responsibility to identify any areas where personal activities may conflict with clients' interests and to operate in a manner that mitigates both actual and perceived conflicts. You must always act in accordance with both the letter and the spirit of applicable laws, rules and regulations.

In addition to this Code, all SWAI and CS&Co. employees have a duty to comply with, where applicable, the SWAI or CS&Co. investment adviser compliance manuals, The Charles Schwab Corporation (CSC) Code of Business Conduct and Ethics, the CS&Co. Broker Dealer Compliance Manual, and other relevant portions of the CSC Policies and Standards, and applicable policies and procedures related to individual roles and responsibilities. Together, these policies set forth the standards of business conduct that are required of personnel of CSC and its operating subsidiaries, including CS&Co. and SWAI.

Access Person: Rule 204A-1 under the Advisers Act defines "Access Person" as (i) any of the adviser's supervised persons (a) who have access to non-public information regarding any clients' purchase or sale of securities, or non-public information regarding the portfolio holdings of any reportable fund, or (b) who is involved in making securities recommendations to clients, or who has access to such recommendations that are non-public (ii) if providing investment advice is the adviser's primary business, all directors, officers and partners are presumed to be access persons.

Beneficial Ownership: is interpreted in the same manner when determining whether a person has beneficial ownership of a security for purposes of Section 16 of the Exchange Act, and includes ownership by any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares direct or indirect financial interest in a security.

Covered Person: An Access Person's (i) spouse or spousal equivalent (spousal equivalent includes partners that have determined not to marry even though they live together in a relationship generally equivalent to a married couple); (ii) children or the children of a spouse/spousal equivalent (provided the children reside in the same household or are financially dependent upon you); (iii) individuals who reside in the same household and who are supported, directly or indirectly, to a material extent by you.

Federal Securities Laws: refers to the Securities Act of 1933, as amended (Securities Act), the Securities Exchange Act, the Sarbanes-Oxley Act of 2002, the Investment Company Act, the Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to investment companies and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

High Quality Short-Term Debt Instrument: is any instrument having a maturity at issuance of less than 366 days and which is rated in one of the highest two rating categories by a nationally recognized statistical rating organization, or which is unrated but is of comparable quality, such as bank certificates of deposit, banker's acceptances, repurchase agreements, and commercial paper.

Initial Public Offering (IPO): an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act.

Personal Accounts: are securities accounts that can hold a Reportable Security over which an Access Person or Covered Person exercises direct or indirect control or discretion or has Beneficial Ownership or financial interest, including, but not limited to, 401(k) Plan accounts, Health Savings accounts and Schwab 529 Plan accounts.

Private Placement: an offering that is exempt from registration under the Securities Act pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505 or Rule 506 adopted thereunder.

Reportable Securities include:

• All publicly and privately traded securities
• Debt securities including convertible, municipal, corporate and non-U.S. government bonds
• Any option, future, forward contract or other obligation involving securities or indices thereof, including an instrument whose value is derived or based on any of the above
• Any separate security which is convertible into or exchangeable for, or which confers a right to purchase, a Reportable Security
• Shares of a closed-end investment company
• Exchange traded products (e.g., ETFs/ETNs, including Schwab ETFs)
• Shares of the Schwab Funds (except Schwab money market mutual funds)
• Shares of non-affiliated unit investment trusts that invest exclusively in non-affiliated registered open-end investment companies and those that trade as exchanged traded products
• Shares of non-exchange traded, non-affiliated, registered open-end investment companies (mutual funds other than the Schwab Funds)
• Personal Accounts holding only non-affiliated mutual funds shall be reviewed on a case by-case basis for determination by the CCO, or delegate, as to whether reporting will be required

The following are excluded from the definition of Reportable Securities:

• Direct obligations of the U.S. government (e.g., Treasury securities)
• High-Quality Short-Term Debt Instruments
• Investments in non-affiliated 529 college savings plans
• Investments in a donor advised fund
• Shares of affiliated and non-affiliated money market funds

Schwab Securities: Any securities issued by CSC or derivatives of any such securities including options on Schwab stock.

Stock Option: allows an employee to buy a set number of shares of a company's stock at future date at a set price.

Supervised Person: The Advisers Act defines "Supervised Person" to mean any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an investment adviser, or other person who provides investment advice on behalf of the investment adviser and is subject to the supervision and control of the investment adviser.

The Code applies to all CS&Co. and SWAI employees, any individuals registered with CS&Co. or SWAI as Investment Adviser Representatives (IARs), and other persons as designated by each Chief Compliance Officer (CCO), or delegate, as Access Persons.

Adherence to this Code is a basic condition of employment or service with CS&Co. or SWAI. You are required to report any violations of the Code promptly to your supervisor, the CCO or Employee Monitoring. Reports of all violations must be provided to the CCO.

Violations of the Code are taken seriously and may result in disciplinary action up to and including termination. Violations of the Code may also adversely affect your career with respect to such matters as compensation and advancement. Since many provisions of the Code also reflect provisions of the Federal securities laws, you should be aware that violations could also lead to enforcement action resulting in suspension or expulsion from the securities industry, fines and penalties, and imprisonment. Questions regarding interpretation of the Code or questions related to specific situations should be directed to your supervisor, the CCO or delegate, or Employee Monitoring.

The following reporting requirements apply to all Access Persons and their Covered Persons:

Initial Accounts and Holdings Report and Certifications

• Within 10 calendar days of hire or of being notified by Employee Monitoring that you have been deemed an Access Person, you must:
  • Report all Personal Accounts (including those of your Covered Persons) that could hold and transact in Reportable Securities Scope and Applicability Reporting Requirements
  • Complete Initial Holdings Report in Reportable Securities for all reported Personal Accounts
  • Complete your Acknowledgement of the Code and applicable Compliance Manual
• Your Initial Holdings Report must include the:
  • Name and type of each security held
  • Exchange ticker symbol or CUSIP number
  • Number of shares and principal amount of each security held, as well as the name of any broker, dealer or bank with whom the account is maintained, the name on the account and the account number

You must submit an Accounts and Holdings Report even if you do not have any Personal Accounts or applicable holdings. Initial reports are submitted through the appropriate reporting system or personal trading monitoring system (Personal Trading System) and the information contained in the report must be current as of a date no more than 45 days prior to the date of your hire or of being notified by Employee Monitoring that you have been deemed an Access Person.

Quarterly Transactions Reports & Exceptions to Quarterly Reporting Requirements

Within 30 calendar days of the end of each calendar quarter, you must report all transactions in Reportable Securities in all Personal Accounts. You are required to submit a quarterly report in the Personal Trading System even if there were no reportable transactions in approved Personal Accounts and Reportable Securities during the quarter.

The quarterly report must indicate the date you submit the report, as well as the following:

• Transaction date, name and identifier of the security (such as exchange ticker symbol or CUSIP number), interest rate and maturity date, number of shares, and principal amount of each Reportable Security involved
• Name of the broker, dealer or bank with or through which the transaction was effected
• Type of transaction, such as purchase, sale or any other type of acquisition or disposition
• Price of the Reportable Security at which the transaction was effected

Annual Holdings Reports

In addition to the quarterly transaction reporting requirements, within 45 calendar days of the end of each calendar year, you must report all holdings (as of December 31) in Reportable Securities in Personal Accounts.

Your report must indicate the date you submit the report, as well as the following:

• Title, type of security, the exchange ticker symbol or CUSIP number, number of shares and principal amount of each security held
• Name of any broker, dealer or bank where the account is maintained

If you have any questions concerning whether an account or transaction is exempt from personal trading requirement or restrictions, you should contact Employee Monitoring.

Exceptions to the Reporting Requirements

Transactions and holdings in the following types of Personal Accounts are not required to be reported:

• Robo Adviser Accounts e.g., Schwab Intelligent Portfolios
• Fully Discretionary Accounts: a Fully Discretionary Account is a securities account that is managed by an affiliated or unaffiliated money manager for which an Access Person or Covered Person has no direct or indirect influence of control.

Other Compliance Certifications

Each Access Person will be provided with a copy of this Code and any amendments. On a quarterly basis, you are required to confirm your compliance with the provisions of this Code, and you must acknowledge, in writing, which may be made electronically, receipt of any revisions to this Code whenever material amendments to the Code are made and delivered.

Schwab Securities: Access Persons are prohibited from engaging in short-term transactions of CSC's equity securities. CSC's equity securities (symbol: SCHW) purchased must be held for a minimum of six months. This does not apply to CSC's equity securities acquired via the vesting of employee Stock Options or restricted stock units or CSC's equity securities acquired pursuant to the Schwab Employee Share Purchase Plan (ESPP).

Schwab Corporate Stock Trading Window: Certain Access Persons may be subject to trading restrictions of CSC common stock (SCHW) and its derivatives. If you have been notified by Compliance that you are subject to the trading window, before trading in SCHW or a derivative security, you are responsible for checking the SCHW Trading Window (Jumpword: Trading Window).

CSC's Personal Activities and Disclosures Standards and Misuse and Sharing of Information Policy address certain prohibited practices. Among them is the participation in an IPO. This applies to all Access Persons and Covered Persons.

Access Persons and Covered Persons must receive preclearance from the Compliance Disclosure Group prior to participating in a Private Placement. A request for approval must first be submitted to the Compliance Disclosure Group via the online reporting system.

The CCO or delegate may approve exceptions to certain restrictions and prohibitions of the Code after consideration of relevant facts and circumstances. Such exceptions are not automatic but rather granted on an exception basis and require either preclearance through the channels discussed in this Code or other advance written approval from the CCO or delegate.

Employee Monitoring is responsible for the administration of and compliance with this Code. This includes identifying all Access Persons and notifying them of this classification and their obligations under this Code; review of Access Persons' personal securities transactions and holdings reports; review of violations of both prohibitions and reporting requirements of the Code to determine what action or sanctions are appropriate; and maintenance of procedures related to this administration.