0001193125-17-304048 Sample Contracts

SUBLICENSE AGREEMENT
Sublicense Agreement • October 5th, 2017 • Schwab Strategic Trust • California

THIS SUBLICENSE AGREEMENT (the “Agreement”) is made as of October 5, 2017, to be effective on October 10, 2017, by and between Charles Schwab Investment Management, Inc., a Delaware corporation having a principal place of business at 211 Main Street, San Francisco, CA 94105 (“CSIM”), Schwab Strategic Trust, an open-end management investment company having a principal place of business at 211 Main Street, San Francisco, CA 94105 (“SST”), and Schwab Investments, an open-end management investment company having a principal place of business at 211 Main Street, San Francisco, CA 94105 (“SI”) (SST and SI are individually and collectively referred to herein as the “Trusts”).

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October 5, 2017 State Street Bank and Trust Company One Lincoln Street Boston, MA 02111 Attention Steven C. Bennett, Vice President and Senior Counsel
Accounting and Services Agreement • October 5th, 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 the creation of the following additional Schwab ETF, as defined in the Amendment to the Agreement dated as of October 8, 2009 (the “Amendment”):

AMENDMENT NO. 6 TO ADMINISTRATION AGREEMENT
Administration Agreement • October 5th, 2017 • Schwab Strategic Trust

THIS AMENDMENT NO. 6 TO ADMINISTRATION AGREEMENT (this “Amendment”), effective as of October 5, 2017 (the “Amendment Effective Date”), by and between Schwab Strategic Trust (“Trust”) and Charles Schwab Investment Management, Inc. (the “Administrator”).

AMENDMENT NO. 6 TO DISTRIBUTION AGREEMENT
Distribution Agreement • October 5th, 2017 • Schwab Strategic Trust • Delaware

THIS AMENDMENT NO. 6 TO DISTRIBUTION AGREEMENT (this “Amendment”), effective as October 5, 2017 (the “Amendment Effective Date”), by and between Schwab Strategic Trust (“Company”) and SEI Investments Distribution Co. (“SIDCO”).

October 5, 2017 State Street Bank and Trust Company One Lincoln Street Boston, MA 02111 Attention: Steven C. Bennett, Vice President and Senior Counsel
Schwab Strategic Trust • October 5th, 2017

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 Portfolio, as defined in the Agreement:

October 5, 2017 State Street Bank and Trust Company One Lincoln Street Boston, MA 02111 Attention: Steven C. Bennett, Vice President and Senior Counsel
Schwab Strategic Trust • October 5th, 2017

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:

SCHEDULE A to the ADVISORY AGREEMENT dated as of October 5, 2017 between SCHWAB STRATEGIC TRUST and CHARLES SCHWAB INVESTMENT MANAGEMENT, INC.
Advisory Agreement • October 5th, 2017 • Schwab Strategic Trust

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:

October 5, 2017 State Street Bank and Trust Company One Lincoln Street Boston, MA 02111 Attention Steven C. Bennett, Vice President and Senior Counsel
Master Custodian Agreement • October 5th, 2017 • 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”):

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