Schwab Strategic Trust Sample Contracts

AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • April 28th, 2017 • Schwab Strategic Trust • California

ADVISORY AGREEMENT made as of October 12, 2009, as amended and restated on March 1, 2017 between Schwab Strategic Trust (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and Charles Schwab Investment Management, Inc., a Delaware corporation (the “Adviser”).

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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • November 2nd, 2021 • Schwab Strategic Trust • California

AGREEMENT made this 24th day of February, 2021, by and between, Charles Schwab Investment Management, Inc. (“CSIM”), and Ariel Investments, LLC (“Sub-Adviser”).

March 23, 2021 State Street Bank and Trust Company
Master Fund Accounting and Services Agreement • April 5th, 2021 • Schwab Strategic Trust
October 3, 2019
Master Fund Accounting and Services Agreement • December 18th, 2019 • Schwab Strategic Trust
September 28, 2022 State Street Bank and Trust Company
Master Custodian Agreement • September 28th, 2022 • Schwab Strategic Trust
March 11, 2019 State Street Bank and Trust Company
Master Fund Accounting and Services Agreement • April 26th, 2019 • Schwab Strategic Trust
September 28, 2022 State Street Bank and Trust Company
Master Fund Accounting and Services Agreement • September 28th, 2022 • Schwab Strategic Trust
November 16, 2017 State Street Bank and Trust Company
Master Fund Accounting and Services Agreement • December 28th, 2017 • Schwab Strategic Trust
November 2, 2021 State Street Bank and Trust Company
Master Fund Accounting and Services Agreement • November 2nd, 2021 • Schwab Strategic Trust
November 2, 2021 State Street Bank and Trust Company One Lincoln Street Boston, MA 02111 Attention Steven V. Russo, Vice President RE: Schwab Strategic Trust Ladies and Gentlemen:
Master Custodian Agreement • November 2nd, 2021 • Schwab Strategic Trust

Reference is made to the Amended and Restated Master Custodian Agreement between us dated as of October 17, 2005, as amended and supplemented (the “Agreement”). Pursuant to the Agreement, this letter is to provide notice of the creation of the following additional Schwab ETF, as defined in the Amendment to the Agreement dated as of October 8, 2009 (the “Amendment”):

November 16, 2017 State Street Bank and Trust Company
Master Custodian Agreement • December 28th, 2017 • Schwab Strategic Trust
AMENDMENT NO. 2 TO SCHWAB MASTER FUND ACCOUNTING AND SERVICES AGREEMENT
Master Fund Accounting and Services Agreement • December 20th, 2024 • Schwab Strategic Trust

This Amendment No. 2 to Master Fund Accounting and Services Agreements (the “Amendment”), effective as of November 14, 2024, is by and among each Fund (as defined below) and State Street Bank and Trust Company, a Massachusetts trust company (the “Accounting Agent”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Accounting Agreements (as defined below).

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF SCHWAB STRATEGIC TRUST
Agreement and Declaration of Trust • October 27th, 2009 • Schwab Strategic Trust

This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made as of October 12, 2009 by the trustees who are a party hereto (the “Trustees” as herein defined), which amends and restates that certain Agreement and Declaration of Trust, dated January 26, 2009 (the “Original Declaration”).

State Street Bank and Trust Company
Sub-Administration Agreement • December 26th, 2013 • Schwab Strategic Trust
August 5, 2016 State Street Bank and Trust Company One Lincoln Street Boston, MA 02111 Attention: Steven C. Bennett, Vice President and Senior Counsel
Master Fund Accounting and Services Agreement • December 28th, 2016 • Schwab Strategic Trust

Reference is made to the Master Fund Accounting and Services Agreement between us dated as of October 1, 2005, as amended and supplemented (the “Agreement”). Pursuant to the Agreement, this letter is to provide notice of:

FORM OF AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • October 8th, 2009 • Schwab Strategic Trust • Pennsylvania

THIS AUTHORIZED PARTICIPANT AGREEMENT (this “Agreement”) is entered into by and between SEI Investments Distribution Co. (“Distributor”) and (the “Participant”) and is subject to acceptance by State Street Bank and Trust Company, as transfer agent (the “Transfer Agent”) for Schwab Strategic Trust (the “Trust”).

DISTRIBUTION AGREEMENT
Distribution Agreement • April 21st, 2010 • Schwab Strategic Trust • Delaware

THIS DISTRIBUTION AGREEMENT (this “Agreement”) is made as of this 12th day of October 2009, by and between Schwab Strategic Trust (the “Company”), an open-end investment management company organized as a Delaware statutory trust, and SEI Investments Distribution Co. (the “Distributor”), a Pennsylvania corporation.

July 26, 2010 State Street Bank and Trust Company P.O. Box 5049 Boston, Massachusetts 02206-5049 Attention: Fund Administration Legal Department RE: Schwab Strategic Trust (the “Fund”) Ladies and Gentlemen:
Sub-Administration Agreement • September 24th, 2010 • Schwab Strategic Trust

Reference is made to the Sub-Administration Agreement between us dated as of October 1, 2005, as amended and supplemented (the “Agreement”). Pursuant to the Agreement, this letter is to provide notice of the creation of the following additional Schwab ETFs, as defined in the Amendment to the Agreement dated as of October 8, 2009 (the “Amendment”):

June 26, 2023 State Street Bank and Trust Company
Sub-Administration Agreement • June 26th, 2023 • Schwab Strategic Trust
February 2, 2017 State Street Bank and Trust Company One Lincoln Street Boston, MA 02111 Attention: Steven C. Bennett, Vice President and Senior Counsel
Master Fund Accounting and Services Agreement • April 28th, 2017 • Schwab Strategic Trust

Reference is made to the Master Fund Accounting and Services Agreement between us dated as of October 1, 2005, as amended and supplemented (the “Agreement”). Pursuant to the Agreement, this letter is to provide notice of:

July 26, 2010 State Street Bank and Trust Company 1776 Heritage Drive North Quincy, Massachusetts 02171 Attention: James M. Keenan, Vice President, JAB 2/N RE: Schwab Strategic Trust (the “Fund”) Ladies and Gentlemen:
Master Fund Accounting and Services Agreement • September 24th, 2010 • Schwab Strategic Trust

Reference is made to the Master Fund Accounting and Services Agreement between us dated as of October 1, 2005, as amended and supplemented (the “Agreement”). Pursuant to the Agreement, this letter is to provide notice of the creation of the following additional Schwab ETFs, as defined in the Amendment to the Agreement dated as of October 8, 2009 (the “Amendment”):

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ADMINISTRATION AGREEMENT
Administration Agreement • April 21st, 2010 • Schwab Strategic Trust • California

THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made as of the 12th day of October 2009 (the “Effective Date”), by and between Schwab Strategic Trust, a statutory trust formed under the laws of the State of Delaware (the “Company”), and Charles Schwab Investment Management, Inc., a Delaware corporation, (the “Administrator”).

ADMINISTRATION AGREEMENT
Administration Agreement • December 18th, 2019 • Schwab Strategic Trust • California

THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made as of the 12th day of October 2009 (the “Effective Date”), by and between Schwab Strategic Trust, a statutory trust formed under the laws of the State of Delaware (the “Company”), and Charles Schwab Investment Management, Inc., a Delaware corporation, (the “Administrator”).

October 3, 2019 State Street Bank and Trust Company One Lincoln Street Boston, MA 02111 Attention Steven V. Russo, Vice President RE: Schwab Strategic Trust
Master Custodian Agreement • October 3rd, 2019 • Schwab Strategic Trust

Reference is made to the Amended and Restated Master Custodian Agreement between us dated as of October 17, 2005, as amended and supplemented (the “Agreement”). Pursuant to the Agreement, this letter is to provide notice of the creation of the following additional Schwab ETFs, as defined in the Amendment to the Agreement dated as of October 8, 2009 (the “Amendment”):

AMENDMENT TO SCHWAB AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • December 20th, 2024 • Schwab Strategic Trust

This Amendment to Amended and Restated Master Custodian Agreement (the “Amendment”), effective as of April 30, 2021, is by and among each Fund (as defined below) and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Custodian Agreement (as defined below).

Contract
Master Fund Accounting and Services Agreement • December 26th, 2013 • Schwab Strategic Trust
Contract
Master Custodian Agreement • December 26th, 2013 • Schwab Strategic Trust
AMENDMENT NO. 15 TO ADVISORY AGREEMENT
Advisory Agreement • June 27th, 2016 • Schwab Strategic Trust

THIS AMENDMENT NO. 15 TO ADVISORY AGREEMENT (this “Amendment”), effective as of May 2, 2016 by and between Schwab Strategic Trust (the “Trust”) and Charles Schwab Investment Management, Inc. (the “Adviser”).

September 28, 2022
Transfer Agency and Service Agreement • September 28th, 2022 • Schwab Strategic Trust
Amended and Restated Master Custodian Agreement
Master Custodian Agreement • October 8th, 2009 • Schwab Strategic Trust • Massachusetts
November 7, 2024 State Street Bank and Trust Company
Sub-Administration Agreement • November 7th, 2024 • Schwab Strategic Trust
Amendment to Sub-Administration Agreement
Sub-Administration Agreement • October 8th, 2009 • Schwab Strategic Trust

This Amendment to Sub-Administration Agreement is made as of September 22, 2009 by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Sub-Administrator”), and Charles Schwab Investment Management, Inc., a California corporation (the “Administrator”), with respect each management investment company identified on Appendix A hereto (each such investment company shall hereinafter be referred to as an “Investment Fund” and collectively, the “Investment Funds”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in that certain Sub-Administration Agreement made as of October 1, 2005 (the “Sub-Administration Agreement”).

AMENDMENT NO. 12 TO ADVISORY AGREEMENT
Advisory Agreement • December 28th, 2015 • Schwab Strategic Trust

THIS AMENDMENT NO. 12 TO ADVISORY AGREEMENT (this “Amendment”), effective as of November 12, 2015, by and between Schwab Strategic Trust (“Trust”) and Charles Schwab Investment Management, Inc. (the “Adviser”).

Amendment no. 8 to AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • April 28th, 2022 • Schwab Strategic Trust

THIS AMENDMENT NO. 8 TO AMENDED AND RESTATED ADVISORY AGREEMENT (this “Amendment”), effective as of December 20, 2021 by and between Schwab Strategic Trust (the “Trust”) and Charles Schwab Investment Management, Inc. (the “Adviser”).

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