0000950123-09-049056 Sample Contracts

ADVISORY AGREEMENT
Advisory Agreement • October 8th, 2009 • Schwab Strategic Trust • California

ADVISORY AGREEMENT made as of ________, 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 • October 8th, 2009 • Schwab Strategic Trust • Delaware

THIS DISTRIBUTION AGREEMENT (this “Agreement’) is made as of this day of 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 • October 8th, 2009 • Schwab Strategic Trust • California

THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made as of the ___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”).

Amended and Restated Master Custodian Agreement
Master Custodian Agreement • October 8th, 2009 • Schwab Strategic Trust • Massachusetts
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”).

Master Fund Accounting and Services Agreement
Master Fund Accounting and Services Agreement • October 8th, 2009 • Schwab Strategic Trust • Massachusetts

This AGREEMENT is made as of October 1, 2005 by and among each regulated management investment company identified on Appendix A hereto (each such management investment company and each regulated management investment company made subject to this Agreement in accordance with Section 11.5 below shall hereinafter be referred to as a “Fund” and are sometimes collectively hereinafter referred to as the “Funds”), and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at One Lincoln Place, Boston, Massachusetts 02111 (the “Accounting Agent”).

Amendment to Amended and Restated Master Custodian Agreement
Master Custodian Agreement • October 8th, 2009 • Schwab Strategic Trust

This Amendment to Amended and Restated Master Custodian Agreement is made as of September 22, 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”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • October 8th, 2009 • Schwab Strategic Trust • Massachusetts

THIS AGREEMENT is made as of the ___day of , 2009, by and between STATE STREET BANK AND TRUST COMPANY, a trust company chartered under the laws of the Commonwealth of Massachusetts having its principal office and place of business at One Lincoln Center, Boston, Massachusetts 02111 (“State Street” or the “Transfer Agent”), and Charles Schwab Investment Management, Inc., a Delaware corporation having its principal office and place of business at 211 Main Street, San Francisco, CA 94105 (the “Administrator”) on behalf of Schwab Strategic Trust, a Delaware statutory trust (the “Trust”).

Amendment to Master Fund Accounting and Services Agreement
Master Fund Accounting and Services Agreement • October 8th, 2009 • Schwab Strategic Trust

This Amendment to Master Fund Accounting and Services Agreement is made as of September 22, 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”).

SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • October 8th, 2009 • Schwab Strategic Trust • Massachusetts

Agreement dated as of October 1, 2005 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”).

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”).

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