ADVISORY AGREEMENT
Ex - (d)
ADVISORY AGREEMENT made as of October 12, 2009 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 Xxxxxxx Xxxxxx Investment Management, Inc., a Delaware
corporation (the “Adviser”).
W I T N E S S E T H
WHEREAS, the Board of Trustees (the “Board” or “Trustees”) of the Trust has selected the
Adviser to act as investment adviser to the Trust on behalf of the series set forth on Schedule A
hereto, which may be amended by the parties pursuant to section 11 of this Agreement to add other
series of the Trust (each such series appearing on Schedule A at any time being a “Fund” and all
such series at that time being the “Funds” subject to this Agreement at that time), and to provide
certain related services, as more fully set forth below, and to perform such services under the
terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and benefits set forth herein, the
Trust and the Adviser do hereby agree as follows:
1. The Adviser’s Services.
(a) Discretionary Investment Management Services. The Adviser shall act as
investment adviser with respect to the Funds. In such capacity, the Adviser shall, subject
to the supervision of the Board, regularly provide the Funds with investment research,
advice and supervision and shall furnish continuously an investment program for the Funds,
consistent with the respective investment objectives and policies of each Fund. The Adviser
shall determine, from time to time, what securities shall be purchased for the Funds, what
securities shall be held or sold by the Funds and what portion of the Funds’ assets shall be
held uninvested in cash, subject always to the provisions of the Trust’s Agreement and
Declaration of Trust and By-Laws and its registration statement on Form N-1A (the
“Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as
amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange
Commission (the “Commission”), and to the investment objectives, policies and restrictions
of the Funds, as each of the same shall be from time to time in effect. To carry out such
obligations, the Adviser shall exercise full discretion and act for the Funds in the same
manner and with the same force and effect as the Funds themselves might or could do with
respect to purchases, sales or other transactions, as well as with respect to all other such
things necessary or incidental to the furtherance or conduct of such purchases, sales or
other transactions. No reference in this Agreement to the Adviser having full discretionary
authority over each Fund’s investments shall in any way limit the right of the Board, in its
sole discretion, to establish or revise policies in connection with the management of a
Fund’s assets or to otherwise exercise its right to control the overall management of a
Fund.
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(b) Selection of Sub-Adviser(s). The Adviser shall have the authority hereunder to
select and retain sub-advisers, including an affiliated person (as defined under the 0000 Xxx) of
the Adviser, for each of the Funds referenced in Schedule A to perform some or all of the services
for which the Adviser is responsible pursuant to this Agreement. The Adviser shall supervise the
activities of the sub-adviser(s), and the retention of a sub-adviser by the Adviser shall not
relieve the Adviser of its responsibilities under this Agreement. Any such sub-adviser shall be,
at all relevant times, registered as an investment adviser with the Commission, not subject to any
statutory disqualification, and capable of performing its sub-advisory duties pursuant to a
sub-advisory agreement approved by the Trust’s Board and, except as otherwise permitted by the
1940 Act or by rule or regulation, a vote of a majority of the outstanding voting securities of
the applicable Fund. The Adviser will compensate the sub-adviser for its services to the Funds.
(c) Compliance. The Adviser agrees to comply with the requirements of the 1940 Act,
the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the 1933 Act, the Securities
Exchange Act of 1934, as amended (the “1934 Act”), the Commodity Exchange Act, as amended, and the
respective rules and regulations thereunder, as applicable, as well as with all other applicable
federal and state laws, rules, regulations and case law that relate to the services and
relationships described hereunder and to the conduct of its business as a registered investment
adviser. The Adviser also agrees to comply with the objectives, policies and restrictions set forth
in the Registration Statement, as amended or supplemented from time to time, of the Funds, and with
any policies, guidelines, instructions and procedures approved by the Board and provided to the
Adviser. In selecting each Fund’s portfolio securities and performing the Adviser’s obligations
hereunder, the Adviser shall cause the Fund to comply with the diversification and source of income
requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for
qualification as a regulated investment company. The Adviser shall maintain compliance procedures
that it reasonably believes are adequate to ensure its compliance with the foregoing. No
supervisory activity undertaken by the Board shall limit the Adviser’s full responsibility for any
of the foregoing.
(d) Proxy Voting. The Board has the authority to determine how proxies with respect to
securities that are held by the Funds shall be voted, and the Board has initially determined to
delegate the authority and responsibility to vote proxies for each Fund’s securities to the
Adviser. So long as proxy voting authority for a Fund has been delegated to the Adviser, the
Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such
responsibility in accordance with any instructions that the Board shall provide from time to time,
and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary
responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating
to proxy voting as the Board may reasonably request or as may be necessary for the Funds to comply
with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to
the Adviser may be revoked or modified by the Board at any time.
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(e) Recordkeeping. The Adviser shall not be responsible for the provision of
administrative, bookkeeping or accounting services to the Funds, except as may be otherwise
provided or as may be necessary for the Adviser to supply to the Trust or its Board the
information required to be supplied under this Agreement.
The Adviser shall maintain separate books and detailed records of all matters
pertaining to Fund assets advised by the Adviser required by Rule 31a-1 under the 1940 Act
(other than those records being maintained by any administrator, custodian or transfer
agent appointed by the Funds) relating to its responsibilities provided hereunder with
respect to the Funds, and shall preserve such records for the periods and in a manner
prescribed therefore by Rule 31a-2 under the 1940 Act (the “Funds’ Books and Records”). The
Funds’ Books and Records shall be available to the Board at any time upon request, shall be
delivered to the Trust upon the termination of this Agreement and shall be available
without delay during any day the Trust is open for business.
(f) Holdings Information and Pricing. The Adviser shall provide regular reports
regarding Fund holdings, and may, on its own initiative, furnish the Trust and its Board
from time to time with whatever information the Adviser believes is appropriate for this
purpose. The Adviser agrees upon request to provide any pricing information of which the
Adviser is aware to the Trust, its Board and/or any Fund pricing agent to assist in the
determination of the fair value of any Fund holdings for which market quotations are not
readily available or as otherwise required in accordance with the 1940 Act or the Trust’s
valuation procedures for the purpose of calculating the Fund net asset value in accordance
with procedures and methods established by the Board.
(g) Cooperation with Agents of the Trust. The Adviser agrees to cooperate with
and provide reasonable assistance to the Trust, any Trust custodian or foreign
sub-custodians, any Trust pricing agents and all other agents and representatives of the
Trust, provide such information with respect to the Funds as they may reasonably request
from time to time in the performance of their obligations, provide prompt responses to
reasonable requests made by such persons and establish appropriate interfaces with each so
as to promote the efficient exchange of information and compliance with applicable laws and
regulations.
2. Code of Ethics. The Adviser has adopted a written code of ethics that it
reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, which it will
provide to the Trust. The Adviser shall ensure that its Access Persons (as defined in the
Adviser’s Code of Ethics) comply in all material respects with the Adviser’s Code of Ethics, as in
effect from time to time. Upon request made from time to time, the Adviser shall provide the Trust
with (i) a copy of the Adviser’s current Code of Ethics, as then in effect, and (ii) certification
that it has adopted procedures reasonably necessary to prevent Access Persons from engaging in any
conduct prohibited by the Adviser’s Code of Ethics as then in effect. Annually, the Adviser shall
furnish a written report, which complies with the requirements of Rule 17j-1, concerning the
Adviser’s Code of Ethics to the Trust. The Adviser shall respond to requests for
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information from the Trust as to violations of the Code of Ethics by Access Persons and the
sanctions imposed by the Adviser.
3. Information and Reporting. The Adviser shall provide the Trust and its respective officers
with such periodic reports concerning the obligations the Adviser has assumed under this Agreement
as the Trust may from time to time reasonably request.
(a) Compliance Reports. The Adviser may provide a quarterly report
regarding each Fund’s compliance with its investment objectives and policies, applicable
law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund’s
policies, guidelines or procedures as applicable to the Adviser’s obligations under this
Agreement. Upon request, the Adviser shall also provide the officers of the Trust with
supporting certifications in connection with such certifications of Fund financial
statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended.
The Adviser will promptly notify the Trust in the event that (i) the Adviser is served or
otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law
or in equity, before or by any court, public board, or body, involving the affairs of the
Trust (excluding class action suits in which a Fund is a member of the plaintiff class by
reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser
with the federal or state securities laws or (ii) a change in control of the Adviser
resulting in an “assignment” (as defined in of the 0000 Xxx) has occurred or is otherwise
proposed to occur.
(b) Board and Filings Information. The Adviser will also provide the Trust with
any information reasonably requested regarding its management of the Funds required for any
meeting of the Board, or for any shareholder report, amended registration statement, proxy
statement, prospectus supplement or other report required to be filed by the Trust with the
Commission. The Adviser will make its officers and employees available to meet with the
Board from time to time on due notice to review its investment management services to the
Funds in light of current and prospective economic and market conditions and shall furnish
to the Board such information as may reasonably be necessary in order for the Board to
evaluate this Agreement or any proposed amendments thereto.
(c) Transaction Information. The Adviser shall furnish to the Trust such
information concerning portfolio transactions as may be necessary to enable the Trust or its
designated agent to perform such compliance testing on the Funds and the Adviser’s services
as the Trust may, in its sole discretion, determine to be appropriate. The provision of such
information by the Adviser to the Trust or its designated agent in no way relieves the
Adviser of its own responsibilities under this Agreement.
4. Brokerage.
(a) Principal Transactions. In connection with purchases or sales of
securities for the account of a Fund, neither the Adviser nor any of its directors,
officers or
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employees will act as a principal or agent or receive any commission except as permitted by
the 1940 Act.
(b) Placement of Orders. The Adviser shall arrange for the placing of all
orders for the purchase and sale of securities for a Fund’s account with brokers or dealers
selected by the Adviser. In the selection of such brokers or dealers and the placing of
such orders, the Adviser is directed at all times to seek for the Fund the best execution
and net price available under the circumstances. It is also understood that it is desirable
for the Fund that the Adviser have access to brokerage and research services provided by
brokers who may execute brokerage transactions at a higher cost to the Fund than may result
when allocating brokerage to other brokers, consistent with section 28(e) of the 1934 Act
and any Commission staff interpretations thereof. Therefore, the Adviser is authorized to
place orders for the purchase and sale of securities for a Fund with such brokers, subject
to review by the Board from time to time with respect to the extent and continuation of
this practice. It is understood that the services provided by such brokers may be useful to
the Adviser in connection with its or its affiliates’ services to other clients.
(c) Aggregated Transactions. On occasions when the Adviser deems the purchase
or sale of a security or futures contract to be in the best interest of a Fund as well as
other clients of the Adviser, the Adviser may, to the extent permitted by applicable law
and regulations, aggregate the orders for securities or futures contracts to be sold or
purchased. In such event, the Adviser will allocate securities or futures contracts so
purchased or sold, as well as the expenses incurred in the transaction, in the manner the
Adviser reasonably considers to be equitable and consistent with its fiduciary obligations
to the Fund and to such other clients under the circumstances.
(d) Affiliated Brokers. The Adviser or any of its affiliates may act as broker
in connection with the purchase or sale of securities or other investments for a Fund,
subject to: (i) the requirement that the Adviser seek to obtain best execution and price
within the policy guidelines determined by the Board and set forth in the Fund’s current
prospectus and Statement of Additional Information; (ii) the provisions of the 1940 Act;
(iii) the provisions of the Advisers Act; (iv) the provisions of the 1934 Act; and (v)
other provisions of applicable law. These brokerage services are not within the scope of
the duties of the Adviser under this Agreement. Subject to the requirements of applicable
law and any procedures adopted by the Board, the Adviser or its affiliates may receive
brokerage commissions, fees or other remuneration from a Fund for these services in
addition to the Adviser’s fees for services under this Agreement.
5. Allocation of Charges and Expenses. The Adviser will bear its own costs of providing
services hereunder. The Adviser agrees to pay all expenses incurred by the Trust except for
interest, taxes, brokerage and other expenses incurred in placing orders for the purchase
and sale of securities and other investment instruments, extraordinary or non-routine
expenses, and distribution fees and expenses paid by the Trust under any distribution plan
adopted pursuant to Rule 12b-1 under the 1940 Act.
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6. Representations, Warranties and Covenants. Each party represents and warrants to
the other party that this Agreement has been duly authorized and executed by such party and,
assuming due authorization and execution by the other party, constitutes such party’s legal,
valid and binding obligation, enforceable against such party in accordance with its terms.
The Adviser further represents and warrants to, and covenants with, the Trust as follows:
(a) Properly Registered. The Adviser is registered as an investment adviser
under the Advisers Act, is subject to no statutory disqualification from such registration,
and will remain so registered and will avoid such disqualification for the duration of this
Agreement. The Adviser is not prohibited by the Advisers Act or the 1940 Act from
performing the services contemplated by this Agreement, and to the best knowledge of the
Adviser, there is no proceeding or investigation that is reasonably likely to result in the
Adviser being prohibited from performing the services contemplated by this Agreement. The
Adviser agrees to promptly notify the Trust of the occurrence of any event that would
disqualify the Adviser from serving as an investment adviser to an investment company. The
Adviser is in compliance in all material respects with all applicable federal and state law
in connection with its investment management operations.
(b) ADV Disclosure. The Adviser has provided the Trust with a copy of its Part
I of Form ADV as most recently filed with the Commission and its current Part II of Form
ADV. The Adviser will provide the Trust with a current Form ADV at least once per year. The
information contained in the Adviser’s Form ADV as amended from time to time is and will
remain accurate and complete in all material respects and does not and will not omit to
state any material fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading.
(c) Fund Disclosure Documents. The Adviser has reviewed and will in the future
review, the Registration Statement, and any amendments or supplements thereto, the annual or
semi-annual reports to shareholders, and other reports filed with the Commission
(collectively the “Disclosure Documents”) and represents and warrants that, with respect to
disclosure about the Adviser, the manner in which the Adviser manages the Fund or
information relating directly or indirectly to the Adviser, such Disclosure Documents
contain or will contain, as of the date thereof, no untrue statement of any material fact
and does not or will not omit, as of the date thereof, any statement of material fact
required to be stated therein or necessary to make the statements contained therein not
misleading.
(d) Use Of The Name “Schwab”. The Adviser has and shall have the right to use
the name “Schwab” in connection with its services to the Trust and, subject to the terms
set forth in section 7 of this Agreement, the Trust has and shall have the right to use the
name “Schwab” in connection with the management and operation of the Funds. The Adviser is
not aware of any threatened or existing actions, claims, litigation or proceedings that
would adversely effect or prejudice the rights of the Adviser or the Trust
to use the name “Schwab”.
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(e) Insurance. The Adviser maintains errors and omissions insurance coverage in an
appropriate amount and shall provide prior written notice to the Trust (i) of any material
changes in its insurance policies or insurance coverage or (ii) if any material claims will
be made on its insurance policies. Furthermore, the Adviser shall upon reasonable request
provide the Trust with any information it may reasonably require concerning the amount of
or scope of such insurance.
(f) No Detrimental Agreement. The Adviser represents and warrants that it has
no arrangement or understanding with any person, other than the Trust, that would influence
the decision of the Adviser with respect to its selection of securities for a Fund, and
that all selections shall be done in accordance with what is in the best interest of the
Fund.
(g) Conflicts. The Adviser shall act honestly, in good faith and in the best
interests of the Trust including requiring any of its personnel with knowledge of Fund
activities to place the interest of the Fund first, ahead of their own interests, in all
personal trading scenarios that may involve a conflict of interest with the Funds,
consistent with fiduciary duties under applicable law.
(h) Bring-Down. The representations and warranties in this section 6 shall be
deemed to be made not only on the date that this Agreement is executed, but also at the
time of delivery of the quarterly compliance report required by section 3(a), whether or
not specifically referenced in such report.
7. The Name “Schwab”. The Adviser grants to the Trust a sublicense to use the name “Schwab”
(the “Name”) as part of the name of any Fund. The foregoing authorization by the Adviser to the
Trust to use the Name as part of the name of any Fund is not exclusive of the right of the Adviser
itself to use, or to authorize others to use, the Name; the Trust acknowledges and agrees that, as
between the Trust and the Adviser, the Adviser has the right to use, or authorize others to use,
the Name. The Trust shall (1) only use the Name in a manner consistent with uses approved by the
Adviser, (2) use its best efforts to maintain the quality of the services offered using the Name
and (3) adhere to such other specific quality control standards as the Adviser may from time to
time promulgate. At the request of the Adviser, the Trust will:
(a) submit to Adviser representative samples of any promotional materials using the Name; and
(b) change the name of any Fund within three months of its receipt of the Adviser’s request, or
such other shorter time period as may be required under the terms of a settlement agreement or
court order, so as to eliminate all reference to the Name and will not thereafter transact any
business using the Name in the name of any Fund.
8. Adviser’s Compensation. The Funds shall pay to the Adviser, as compensation for the
Adviser’s services hereunder, a fee, determined as described in Schedule A that is attached hereto
and made a part hereof. Such fee shall be computed daily and paid not less than monthly in arrears
by the Funds. The method for determining net assets of a Fund for purposes hereof shall be the
same as the method for determining net assets for purposes of establishing the offering and
redemption prices of Fund shares as described in the Fund’s prospectus. In the
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event of termination of this Agreement, the fee provided in this section shall be computed on the
basis of the period ending on the last business day on which this Agreement is in effect subject
to a pro rata adjustment based on the number of calendar days elapsed in the current month as a
percentage of the total number of calendar days in such month.
9. Independent Contractor. In the performance of its duties hereunder, the Adviser is and
shall be an independent contractor and, unless otherwise expressly provided herein or otherwise
authorized in writing, shall have no authority to act for or represent the Trust or any Fund in
any way or otherwise be deemed to be an agent of the Trust or any Fund. If any occasion should
arise in which the Adviser gives any advice to its clients concerning the shares of a Fund, the
Adviser will act solely as investment counsel for such clients and not in any way on behalf of the
Fund.
10. No Assignment. This Agreement shall automatically terminate, without payment of penalty
in the event of its assignment (as defined in section 2(a)(4) of the 1940 Act); provided that
termination shall not relieve the Adviser of any liability incurred hereunder.
11. Entire Agreement and Amendments.
(a) This Agreement represents the entire agreement among the parties with regard to
the investment management matters described herein and may not be added to or changed
orally and may not be modified or rescinded except by a writing signed by the parties
hereto except as otherwise noted herein and in accordance with the 1940 Act, as applicable.
(b) Any amendment to this Agreement shall become effective with respect to a Fund upon
the approval of the Adviser, the Board of the Trust, including a majority of Trustees of
the Trust who are not “interested person” of the Trust or the Adviser (as defined in the
1940 Act), cast in person at a meeting called for the purpose of voting such approval and,
if required under the 1940 Act, a majority of the outstanding voting securities (as defined
in the 1940 Act) of the Fund.
(c) Any approval, amendment, or termination of this Agreement with respect to a Fund
will not require the approval of any other Fund or the approval of a majority of the
outstanding voting securities of the Trust, unless such approval is required by applicable
law.
12. Duration and Termination.
(a) Termination of this Agreement pursuant to this section shall be without payment of
any penalty. In the event of termination of this Agreement for any reason, the Adviser
shall, immediately upon notice of termination or on such later date as may be specified in
such notice, cease all activity on behalf of the Fund and with respect to any of its
assets, except as otherwise required by any fiduciary duties of the Adviser under
applicable law. In addition, the Adviser shall deliver the Fund Books and Records to the
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Trust by such means and in accordance with such schedule as the Trust shall direct and
shall otherwise cooperate, as reasonably directed by the Trust, in the transition of
portfolio asset management to any successor of the Adviser.
(b) This Agreement shall become effective as of the date executed and shall remain in
full force and effect continually thereafter, subject to renewal as provided in
subparagraph (e), unless terminated automatically as set forth in Section 10 hereof or
until terminated as provided in subparagraph (c) (d) or (e).
(c) The Trust may cause this Agreement to terminate either by vote of its Board or,
with respect to any Fund, upon the affirmative vote of a majority of the outstanding voting
securities of the Fund.
(d) The Adviser may at any time terminate this Agreement by not more than sixty (60)
days’ nor less than thirty (30) days’ written notice delivered or mailed by registered
mail, postage prepaid, to the Trust.
(e) This Agreement shall automatically terminate two years from the date of its
execution unless its renewal is specifically approved at least annually thereafter by (i) a
majority vote of the Trustees, including a majority vote of such Trustees who are not
interested persons of the Trust or the Adviser, at a meeting called for the purpose of
voting on such approval; or (ii) the affirmative vote of a majority of the outstanding
voting securities of each Fund; provided, however, that if the continuance of this Agreement
is submitted to the shareholders of the Funds for their approval and such shareholders fail
to approve such continuance of this Agreement as provided herein, then the Adviser may
continue to serve hereunder as to the Funds in a manner consistent with the 1940 Act and the
rules and regulations thereunder.
13. Certain Definitions. For the purposes of this Agreement:
(a) The expression “affirmative vote of a majority of the outstanding voting
securities” shall have the meaning set forth in the 1940 Act, subject, however, to such
exemptions as may be granted by the Commission under the 1940 Act or any interpretations of
the Commission staff.
(b) The terms “interested persons” and “assignment” shall have their respective
meanings set forth in the 1940 Act, subject, however, to such exemptions as may be granted
by the Commission under the 1940 Act or any interpretations of the Commission staff.
14. Liability of the Adviser. The Adviser shall indemnify and hold harmless the Trust, the
Funds and all affiliated persons thereof (within the meaning of section 2(a)(3) of the 0000 Xxx)
and all controlling persons thereof (as described in section 15 of the 0000 Xxx) against any and
all losses, claims, damages and liabilities (including reasonable legal and other expenses)
incurred in any action, suit, proceeding or investigation as and when incurred by any
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of them by reason of or arising out of willful misconduct, bad faith or gross negligence, or by
reason of or arising out of any violation of law, by the Adviser in the performance of its duties
hereunder. The Adviser will not be liable to the Trust or to any Fund, or to any affiliated person
or controlling person of any of them, for any loss, claim, damage or liability incurred by any of
them in any action, suit, proceeding or investigation, or otherwise, by reason of or arising out
of any investment decision, recommendation or other action taken or omitted by the Adviser under
this Agreement lawfully, in good faith and in the absence of gross negligence.
15. Enforceability. Any term or provision of this Agreement which is invalid or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or
provisions of this Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.
16. Limitation of Liability. The parties to this Agreement acknowledge and agree that all
litigation arising hereunder, whether direct or indirect, and of any and every nature whatsoever,
shall be satisfied solely out of the assets of the affected Fund and that no Trustee, officer or
employee or holder of shares of beneficial interest of the Fund or the Trust shall be personally
liable for any of the foregoing liabilities. The Trust’s Certificate of Trust, as amended from
time to time, is on file in the Office of the Secretary of State of the State of Delaware. Such
Certificate of Trust and the Trust’s Agreement and Declaration of Trust describe in detail the
respective responsibilities and limitations on liability of such Trustees, officers, employees and
holders of shares of beneficial interest.
17. Jurisdiction. This Agreement shall be governed by and construed in accordance with the
substantive laws of the State of California and the Adviser consents to the jurisdiction of courts,
both state or federal, in California, with respect to any dispute under this Agreement.
18. Paragraph Headings. The headings of paragraphs contained in this Agreement are provided
for convenience only, form no part of this Agreement and shall not affect its construction.
19. Services Not Exclusive. The services of the Adviser to the Trust hereunder are not to be
deemed exclusive, and the Adviser shall be free to render similar services to others so long as
its services hereunder are not impaired thereby.
20. Counterparts. This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.
[SIGNATURES FOLLOW ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed on their
behalf by their duly authorized officers as of the date first above written.
| SCHWAB STRATEGIC TRUST, | ||||
| on behalf of each Fund listed on Schedule A | ||||
By:
|
/s/ Xxxxxx X. Xxxxxxx | |||
| Title: Treasurer and Principal Financial Officer | ||||
| XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC. | ||||
By:
|
/s/ Xxxxxxx X. Xxxx | |||
| Title: President and Chief Executive Officer | ||||
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SCHEDULE A
to the
ADVISORY AGREEMENT
dated as of October 12, 2009 between
SCHWAB STRATEGIC TRUST
and
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
to the
ADVISORY AGREEMENT
dated as of October 12, 2009 between
SCHWAB STRATEGIC TRUST
and
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
The Trust will pay to the Adviser as compensation for the Adviser’s services rendered, a fee,
computed daily, at an annual rate, based on the average daily net assets of the respective Fund,
in accordance the following fee schedule:
| Fund | Rate | |
Schwab U.S. Broad Market ETF
|
0.08%* | |
Schwab U.S. Large-Cap ETF
|
0.08%* | |
Schwab U.S. Large-Cap Growth ETF
|
0.15%* | |
Schwab U.S. Large-Cap Value ETF
|
0.15%* | |
Schwab U.S. Small-Cap ETF
|
0.15%* | |
Schwab International Equity ETF
|
0.15%* | |
Schwab International Small-Cap Equity ETF
|
0.35%* | |
Schwab Emerging Markets Equity ETF
|
0.35%* |
| * | The Adviser will pay the operating expenses of the Fund, excluding interest expense, taxes, any brokerage expenses, future distribution fees or expenses (i.e., Rule 12b-1 fees), and extraordinary or non-routine expenses. |
A-1
