0000950123-10-036635 Sample Contracts

ADVISORY AGREEMENT
Advisory Agreement • April 21st, 2010 • Schwab Strategic Trust • California

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 Charles Schwab Investment Management, Inc., a Delaware corporation (the “Adviser”).

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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.

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”).

Amendment to Sub-Administration Agreement
Sub-Administration Agreement • April 21st, 2010 • Schwab Strategic Trust

This Amendment to Sub-Administration Agreement is made as of October 8, 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 to Amended and Restated Master Custodian Agreement
Master Custodian Agreement • April 21st, 2010 • Schwab Strategic Trust

This Amendment to Amended and Restated Master Custodian Agreement is made as of October 8, 2009 (the “Amendment Effective Date”) by and among each management investment company identified on Appendix A hereto (each such investment company shall hereinafter be referred to as a “Fund”) 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 that certain Amended and Restated Master Custodian Agreement made as of October 17, 2005 (the “Custodian Agreement”).

Amendment to Master Fund Accounting and Services Agreement
Master Fund Accounting and Services Agreement • April 21st, 2010 • Schwab Strategic Trust

This Amendment to Master Fund Accounting and Services Agreement is made as of October 8, 2009 by and among each regulated management investment company identified on Appendix A hereto (each such management investment company shall hereinafter be referred to as a “Fund”) 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 that certain Master Fund Accounting and Services Agreement made as of October 1, 2005 (the “Fund Accounting Agreement”).

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