0000950123-11-089989 Sample Contracts

October 1, 2011 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 • October 14th, 2011 • 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”):

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AMENDMENT NO. 4 TO DISTRIBUTION AGREEMENT
Distribution Agreement • October 14th, 2011 • Schwab Strategic Trust • Delaware

THIS AMENDMENT NO. 4 TO DISTRIBUTION AGREEMENT (this “Amendment”), effective as of October 1, 2011 (the “Amendment Effective Date”), by and between Schwab Strategic Trust (“Company”) and SEI Investments Distribution Co. (“SIDCO”).

October 1, 2011 State Street Bank and Trust Company 1776 Heritage Drive North Quincy, Massachusetts 02171 Attention: James M. Keenan, Senior Vice President, JAB 2/N RE: Schwab Strategic Trust (the “Fund”) Ladies and Gentlemen:
Master Custodian Agreement • October 14th, 2011 • 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”):

October 1, 2011 State Street Bank and Trust Company 1776 Heritage Drive North Quincy, Massachusetts 02171 Attention: James M. Keenan, Senior Vice President, JAB 2/N RE: Schwab Strategic Trust (the “Fund”) Ladies and Gentlemen:
Master Fund Accounting and Services Agreement • October 14th, 2011 • 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”):

AMENDMENT NO. 4 TO ADVISORY AGREEMENT
Advisory Agreement • October 14th, 2011 • Schwab Strategic Trust

THIS AMENDMENT NO. 4 TO ADVISORY AGREEMENT (this “Amendment”), effective as of October 1, 2011 (the “Amendment Effective Date”), by and between Schwab Strategic Trust (“Trust”) and Charles Schwab Investment Management, Inc. (the “Adviser”).

October 1, 2011 State Street Bank and Trust Company 200 Clarendon Street Boston, Massachusetts 02116 Attention: Sheila McClorey, Transfer Agent Vice President RE: Schwab Strategic Trust (the “Fund”) Ladies and Gentlemen:
Transfer Agency and Service Agreement • October 14th, 2011 • Schwab Strategic Trust

Reference is made to the Transfer Agency and Service Agreement between us, dated as of October 8, 2009 (the “Agreement”). Pursuant to the Agreement, this letter is to provide notice of the creation of the following additional Portfolios, as defined in the Agreement:

AMENDMENT NO. 4 TO ADMINISTRATION AGREEMENT
Administration Agreement • October 14th, 2011 • Schwab Strategic Trust

THIS AMENDMENT NO. 4 TO ADMINISTRATION AGREEMENT (this “Amendment”), effective as of October 1, 2011 (the “Amendment Effective Date”), by and between Schwab Strategic Trust (“Trust”) and Charles Schwab Investment Management, Inc. (the “Administrator”).

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