Common use of Duties of Sub Adviser Clause in Contracts

Duties of Sub Adviser. (a) Subject to supervision of the Company, the Board of Trustees (“Trustees”) and CSIM (collectively “Fund Parties”), Sub-Adviser shall be responsible for managing the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assets. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. (“Distributor”) and CSIM (collectively “Schwab Parties”), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of offering, marketing and sales materials; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“SEC”) and web and other medium based marketing and advertising. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish; (ii) Company’s Prospectus and Statement of Additional Information (“Prospectus and SAI”); (iii) Company’s Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“Advisers Act”); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“Code”); (viii) the Commodities and Exchange Act (“CEA”); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of by the Company, the its Board of Trustees (“"Trustees”") and CSIM (collectively “"Fund Parties”"), Sub-Adviser shall be responsible for managing will manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use the same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s 's activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s 's performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM Sub-Adviser will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to in the best interests of each Fund and its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assetsshareholders. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. (“"Distributor”") and CSIM (collectively “"Schwab Parties”"), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of offering, marketing and sales materials; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“"SEC”") and web and other medium based marketing and advertising. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in be responsible for determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging arrange for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s 's pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish; (ii) Company’s 's Prospectus and Statement of Additional Information (“"Prospectus and SAI”"); (iii) Company’s 's Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“"Advisers Act”"); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“"Code”"); (viii) the Commodities and Exchange Act (“"CEA”"); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of the Company, the Board of Trustees (“"Trustees”") and CSIM (collectively “"Fund Parties”"), Sub-Adviser shall be responsible for managing the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use the same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s 's activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s 's performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assets. (c) Sub-Adviser will provide assistance to Company, Charles Schwab & Co, Inc. ("Distributor") and CSIM (collectively "▇▇▇▇▇▇ P▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. (“Distributor”) and CSIM (collectively “Schwab Parties”"), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of offering, marketing and sales materials; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“"SEC”") and web and other medium based marketing and advertising. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in be responsible for determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the TrusteesTrustees and as provided to Sub-Adviser. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging arrange for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s 's pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the followingfollowing as provided to Sub-Adviser: (i) such policies as Fund Parties may from time to time establish; (ii) Company’s 's Prospectus and Statement of Additional Information (“"Prospectus and SAI”"); (iii) Company’s 's Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“"Advisers Act”"); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“"Code”"); (viii) the Commodities and Exchange Act (“"CEA”"); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of the Company, the Board of Trustees (“Trustees”) and CSIM (collectively “Fund Parties”), Sub-Adviser shall be responsible for managing the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assets. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. (“Distributor”) and CSIM (collectively “Schwab Parties”), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of offering, marketing and sales materials; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“SEC”) and web and other medium based marketing and advertising. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in be responsible for determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging arrange for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish; (ii) Company’s Prospectus and Statement of Additional Information (“Prospectus and SAI”); (iii) Company’s Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“Advisers Act”); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“Code”); (viii) the Commodities and Exchange Act (“CEA”); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of the Company, the Board of Trustees (“Trustees”) and CSIM (collectively “Fund Parties”), Sub-Adviser shall be responsible for managing the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assets. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & CoALPS Distributors, Inc. (“Distributor”) and CSIM (collectively “Schwab Parties”), as may be reasonably requested by such parties, in connection with the general offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) periodic review of general offering, marketing and sales materials; and (ii) attendance and participation at internal and external conferences (including inquarterly conference call by Sub-person, telephonic and video), conventions, road shows and other sales or educational meetingsAdvisor portfolio management staff with CSIM fund management professionals; and (iii) annual participation by Sub-Advisor portfolio management staff in educational activities regarding Sub-Advisor’s investment style, market views and performance results including, but not limited to, web casts or other technology-based communication media; (iv) periodic provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“SEC”); and (v) such other assistance as mutually agreed to by CSIM and web and other medium based marketing and advertisingSub-Adviser. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish; (ii) Company’s Prospectus and Statement of Additional Information (“Prospectus and SAI”); (iii) Company’s Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“Advisers Act”); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“Code”); (viii) the Commodities and Exchange Act (“CEA”); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of the Company, the Board of Trustees (“Trustees”) and CSIM (collectively “Fund Parties”), Sub-Adviser shall be responsible for managing the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use the same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has similar investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action , and Sub-Adviser shall have no duty to vote any proxies associated with securities litigations relating to any securities of comprising the Managed Assets. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & CoCo., Inc. (“Distributor”) and CSIM (collectively “Schwab Parties”), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of information related to Sub-Adviser included in offering, marketing and sales materials; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“SEC”) and web and other medium based marketing and advertising. Schwab parties Parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contraryIf requested by CSIM, Sub-Adviser will provide assistance assist in determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establishestablish and communicate to Sub-Adviser, including but not limited to, any guidelines that have been provided by Fund Parties to Sub-Adviser from time to time; (ii) Company’s Prospectus and Statement of Additional Information (“Prospectus and SAI”); (iii) Company’s Declaration of Trust and By-Laws; (iv) 1940 ActAct to the extent applicable to the Managed Assets, provided that Sub-Adviser may be required by CSIM to take action as a result of 1940 Act implications on the Fund as a whole; (v) the Investment Advisers Act of 1940 1940, as amended (“Advisers Act”); (vi) any exemptive or other relief granted by the SECSEC to the Company or available to the Company; (vii) the Internal Revenue Code of 1986 1986, as amended (“Code”)) to the extent applicable to the Sub-Adviser; (viii) the Commodities and Exchange Act (“CEA”); and (ix) any other laws applicable lawsto the Sub-Adviser’s provision of the Services. If a conflict in policies referenced herein occurs, the Prospectus and SAI will controlcontrol with respect to the Managed Assets. No warranty or undertaking is given by the Sub-Adviser as to the performance or profitability of the Managed Assets or that the investment objectives for the Managed Assets or the Fund shall be successfully achieved. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other taxes and transaction charges, if any) purchased or sold for a Fund. (g) CSIM shall remain responsible for the management of the Fund’s affairs for tax and accounting purposes. The Sub-Adviser shall not provide CSIM with tax advice or accounting advice or services. CSIM acknowledges and confirms that the Sub-Adviser is under no obligation to take into account tax issues when managing assets of the Fund and/or when exercising its discretion when making any investment decisions in respect of the Managed Assets. The Sub-Adviser is under no obligation to report to CSIM on the tax consequences resulting from its management of the Managed Assets or from any such investment decision it takes.

Duties of Sub Adviser. (a) Subject to supervision of by the Company, the its Board of Trustees (“"Trustees”") and CSIM (collectively “"Fund Parties”"), Sub-Adviser shall be responsible for managing will manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use the same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s 's activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s 's performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM Sub-Adviser will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to in the best interests of each Fund and its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assetsshareholders. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. (“"Distributor”") and CSIM (collectively “"Schwab Parties”"), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of offering, marketing and sales materials; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“"SEC”") and web and other medium based marketing and advertising. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in be responsible for determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging arrange for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s 's pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish; (ii) Company’s 's Prospectus and Statement of Additional Information (“"Prospectus and SAI”"); (iii) Company’s 's Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“"Advisers Act”"); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“"Code”"); (viii) the Commodities and Exchange Act (“"CEA”"); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of by the Company, the its Board of Trustees (“Trustees”) and CSIM (collectively “Fund Parties”), Sub-Adviser shall be responsible for managing will manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use the same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM Sub-Adviser will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to in the best interests of each Fund and its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assetsshareholders. (c) Sub-Adviser and its affiliate division CDC IXIS will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. (“Distributor”) and CSIM (collectively “Schwab Parties”), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of offering, marketing and sales materials; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“SEC”) and web and other medium based marketing and advertising. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in be responsible for determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging arrange for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish; (ii) Company’s Prospectus and Statement of Additional Information (“Prospectus and SAI”); (iii) Company’s Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“Advisers Act”); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“Code”); (viii) the Commodities and Exchange Act (“CEA”); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of the Company, the Board of Trustees (“Trustees”) and CSIM (collectively “Fund Parties”), Sub-Adviser shall be responsible for managing the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assets. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. (“Distributor”) and CSIM (collectively “Schwab Parties”), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will which may include, without limitation: (i) review of offering, marketing and sales information relating to Sub-Adviser included in offering materials; (ii) attendance and participation at internal and external conferences (including in-in person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) making available to Fund Parties, any economic, statistical and investment reports that Sub-Adviser generally makes available to its other institutional clients; and (iv) provision of discussion, analysis and commentary and discussion of market and performance data for filings with the Securities and Exchange Commission (“SEC”) and web and other medium based marketing and advertising. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contraryIf requested by CSIM, Sub-Adviser will provide assistance in determining, in good faith, advice about the fair value of any the securities of the Managed Assets Assets; provided, however, that the parties acknowledge that Company is responsible for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s pricing agent does not obtain prices in the ordinary course of business from an automated pricing servicefair value pricing. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish; (ii) Company’s Prospectus and Statement of Additional Information (“Prospectus and SAI”); (iii) Companythe provisions of the 1940 Act applicable to Sub-Adviser’s Declaration of Trust and By-Lawsstatus; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“Advisers Act”); (viv) to the extent CSIM notifies Sub-Adviser, any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“Code”); (viii) the Commodities and Exchange Act (“CEA”); and (ixvi) any other federal laws applicable lawsto Sub-Adviser. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. The parties acknowledge and agree that Sub-Adviser is only responsible for providing investment advisory services for the Managed Assets (which represents only a portion of the Fund) allocated by CSIM for management by Sub-Adviser and Sub-Adviser is not responsible for the management of any other assets of the Fund. Sub-Adviser shall not be responsible for the Company’s or the Fund’s compliance with the 1940 Act or any other laws applicable to the Company or the Fund (including the Managed Assets); provided however, Sub-Adviser shall be responsible for undertaking such actions as directed in writing by CSIM for compliance with the 1940 Act or any other applicable law. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of by the Company, the its Board of Trustees (“"Trustees”") and CSIM (collectively “"Fund Parties”"), Sub-Adviser shall be responsible for managing will manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use the same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s 's activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s 's performance of the Services. Notwithstanding any provision to the contrary, Sub-Adviser is authorized to delegate any or all of its investment management responsibilities to Perkins, Wolf, ▇▇▇▇▇▇▇▇▇ and Company ("Agent"), regardless of Sub-Adviser's percent ownership of Agent, if any; provided, however, Sub-Adviser will be fully responsible for the Services of this Agreement delegated to Agent, as if Sub-Adviser performed such Services itself. Sub-Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private. (b) Unless CSIM provides written instructions to the contrary, CSIM Sub-Adviser will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to its proxy voting policy and guidelines. CSIM Fund will file forward promptly to Sub-Adviser copies of all proofs of claim for class action securities litigations proxies and shareholder communications relating to any securities of in the Managed AssetsAssets (other than materials relating to legal proceedings, including bankruptcies or class actions, involving securities in the Managed Assets or the issuers of such securities). Sub-Adviser will not be responsible or liable for failing to vote any proxies when it has not received such proxies or related shareholder communications in a timely basis. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. (“"Distributor”") and CSIM (collectively “"Schwab Parties”"), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of offering, marketing and sales materials; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“"SEC”") and web and other medium based marketing and advertising. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance assist CSIM in determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. CSIM acknowledges that Sub-Adviser will not be responsible for fair value pricing of securities: (i) in which Fund's pricing agent or CSIM has not provided reasonable notice that market quotations are not available; or (ii) in the event of operational or other market difficulties. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging use it best efforts to arrange for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s 's pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. Except as provided in the first sentence, Sub-Adviser will not be responsible for pricing the Fund's securities, and Fund will rely on its pricing agent for pricing the Fund's securities. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establishestablish when provided by CSIM in writing to Sub-Adviser; (ii) Company’s 's Prospectus and Statement of Additional Information when provided by CSIM to Sub-Adviser (“"Prospectus and SAI”"); (iii) Company’s 's Declaration of Trust and By-LawsLaws when provided by CSIM to Sub-Adviser; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“"Advisers Act”"); (vi) any exemptive or other relief granted by the SECSEC when provided in writing by CSIM to Sub-Adviser; (vii) the Internal Revenue Code of 1986 (“"Code”"); (viii) the Commodities and Exchange Act (“"CEA”"); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control, except to the extent applicable law requires otherwise. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for Fund expenses including, but not limited to, the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, registration costs, administrative expenses, mailing expenses, proxy costs, interest, taxes, custodian fees and extraordinary expenses.

Duties of Sub Adviser. (a) Subject to supervision of the Company, the Board of Trustees (“"Trustees”") and CSIM (collectively “"Fund Parties”"), Sub-Adviser shall be responsible for managing the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s 's activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s 's performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assets. (c) Sub-Adviser will provide assistance to Company, Charles Schwab & Co, Inc. ("▇▇▇▇r▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. (“Distributor”") and CSIM (collectively “"Schwab Parties”"), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of offering, marketing and sales materials; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“"SEC”") and web and other medium based marketing and advertising. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in be responsible for determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging arrange for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s 's pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish; (ii) Company’s 's Prospectus and Statement of Additional Information (“"Prospectus and SAI”"); (iii) Company’s 's Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“"Advisers Act”"); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“"Code”"); (viii) the Commodities and Exchange Act (“"CEA”"); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of by the Company, the its Board of Trustees (“Trustees”) and CSIM (collectively “Fund Parties”), Sub-Adviser shall be responsible for managing will manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use the same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM Sub-Adviser will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to in the best interests of each Fund and its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assetsshareholders. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. (“Distributor”) and CSIM (collectively “Schwab Parties”), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of offering, marketing and sales materials; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“SEC”) and web and other medium based marketing and advertising. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in be responsible for determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging arrange for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish; (ii) Company’s Prospectus and Statement of Additional Information (“Prospectus and SAI”); (iii) Company’s Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“Advisers Act”); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“Code”); (viii) the Commodities and Exchange Act (“CEA”); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of by the Company, the its Board of Trustees (“"Trustees”") and CSIM (collectively “"Fund Parties”"), Sub-Adviser shall be responsible for managing will manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use the same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s 's activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s 's performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM Sub-Adviser will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to in the best interests of each Fund and its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assetsshareholders. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. (“"Distributor”") and CSIM (collectively “"Schwab Parties”"), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of offering, marketing and sales materialsmaterials for factual accuracy, but without assuming responsibility from Schwab Parties for regulatory compliance, including regulatory filings; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings, provided that the amount of time required to be spent on such efforts by Sub-Adviser's portfolio manager will be limited to not more than one such event, in San Francisco, annually; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“"SEC”") and web and other medium based marketing and advertising. During the term of this Agreement, Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance assist in determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging arrange for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets that are publicly traded for which the Company’s 's pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish; (ii) Company’s 's Prospectus and Statement of Additional Information (“"Prospectus and SAI”"); (iii) Company’s 's Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“"Advisers Act”"); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“"Code”"); (viii) the Commodities and Exchange Act (“"CEA”"); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of the Company, the Board of Trustees (“Trustees”) and CSIM (collectively “Fund Parties”), Sub-Adviser shall be responsible for managing the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s 's performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action , and Sub-Adviser shall have no duty to vote any proxies associated with securities litigations relating to any securities of comprising the Managed Assets. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Coincluding its Distributor, Inc. (“Distributor”) and CSIM (collectively “Schwab Parties”), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of offering, marketing and sales materials; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“SEC”) and web and other medium based marketing and advertising. Schwab parties Parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless Upon request by CSIM provides written instructions to or the contraryCompany, Sub-Adviser will provide reasonable assistance to CSIM in determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging arrange for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish, including but not limited to, any guidelines that have been provided by Fund Parties to Sub-Adviser from time to time; (ii) Company’s Prospectus and Statement of Additional Information (“Prospectus and SAI”); (iii) Company’s Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 1940, as amended (“Advisers Act”); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 1986, as amended (“Code”); (viii) the Commodities and Exchange Act (“CEA”); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of the Company, the Board of Trustees (“Trustees”) and CSIM (collectively “Fund Parties”), Sub-Adviser shall be responsible for managing the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action , and Sub-Adviser shall have no duty to vote any proxies associated with securities litigations relating to any securities of comprising the Managed Assets. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. (“Distributor”) and CSIM (collectively “Schwab Parties”), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of offering, marketing and sales materials; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“SEC”) and web and other medium based marketing and advertising. Schwab parties Parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging arrange for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish, including but not limited to, any guidelines that have been provided by Fund Parties to Sub-Adviser from time to time, provided such policies are not contrary to applicable law; (ii) Company’s Prospectus and Statement of Additional Information (“Prospectus and SAI”); (iii) Company’s Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 1940, as amended (“Advisers Act”); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 1986, as amended (“Code”); (viii) the Commodities and Exchange Act (“CEA”); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of the Company, the Board of Trustees (“Trustees”) and CSIM (collectively “Fund Parties”), Sub-Adviser shall be responsible for managing the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use the same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s 's performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action , and Sub-Adviser shall have no duty to vote any proxies associated with securities litigations relating to any securities of comprising the Managed Assets. (c) Sub-Adviser will provide assistance to Company, ▇C▇▇▇▇▇▇ ▇S▇▇▇▇▇ & CoCo., Inc. (“Distributor”) and CSIM (collectively “Schwab Parties”), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of information related to Sub-Adviser included in offering, marketing and sales materials; sales (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“SEC”) and web and other medium based marketing and advertising. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to hereby acknowledges that the contrarySub-Adviser is not responsible for pricing portfolio securities. Notwithstanding the foregoing, the Sub-Adviser and CSIM agree that, upon the request of Company or CSIM, Sub-Adviser will shall reasonably assist CSIM in obtaining prices for portfolio securities and, to the extent it may lawfully do so, provide assistance CSIM with reasonable information, data or analyses in determiningits possession. CSIM acknowledges that any such information, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, data or analyses may be proprietary to Sub-Adviser will assist the Company’s pricing agent with arranging for the provision or otherwise consist of market values from at least two parties independent of the nonpublic information, agree that nothing in this Agreement shall require Sub-Adviser with respect to provide any information, data or analysis in contravention of applicable legal or contractual requirements, and agree to use any such information only for the purpose of pricing portfolio securities of the Managed Assets for which the Company’s pricing agent does not obtain prices in the ordinary course of business from an automated pricing serviceand to maintain their confidentiality. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish, including but not limited to, any guidelines that have been provided by Fund Parties to Sub-Adviser from time to time; (ii) Company’s Prospectus and Statement of Additional Information (“Prospectus and SAI”); (iii) Company’s Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 1940, as amended (“Advisers Act”); (vi) any exemptive or other relief granted by the SECSEC to the Company or available to the Company; (vii) the Internal Revenue Code of 1986 1986, as amended (“Code”); (viii) the Commodities and Exchange Act (“CEA”); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, Custodian (as defined below) fees, interest, taxes and other Fund expenses.

Duties of Sub Adviser. (a) Subject to supervision of the Company, the Board of Trustees (“"Trustees”") and CSIM (collectively “"Fund Parties”"), Sub-Adviser shall be responsible for managing the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s 's activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s 's performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assets. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & CoALPS Distributors, Inc. (“"Distributor”") and CSIM (collectively “"Schwab Parties”"), as may be reasonably requested by such parties, in connection with the general offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) periodic review of general offering, marketing and sales materials; and (ii) attendance and participation at internal and external conferences (including inquarterly conference call by Sub-person, telephonic and video), conventions, road shows and other sales or educational meetingsAdviser portfolio management staff with CSIM fund management professionals; and (iii) annual participation by Sub-Adviser portfolio management staff in educational activities regarding Sub-Adviser's investment style, market views and performance results including, but not limited to, web casts or other technology-based communication media; (iv) periodic provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“"SEC”"); and (v) such other assistance as mutually agreed to by CSIM and web and other medium based marketing and advertisingSub-Adviser. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s 's pricing agent with arranging for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s 's pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish; (ii) Company’s 's Prospectus and Statement of Additional Information (“"Prospectus and SAI”"); (iii) Company’s 's Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“"Advisers Act”"); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“"Code”"); (viii) the Commodities and Exchange Act (“"CEA”"); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of by the Company, the its Board of Trustees (“"Trustees”") and CSIM (collectively “"Fund Parties”"), Sub-Adviser shall be responsible for managing will manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use the same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s 's activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s 's performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM Sub-Adviser will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to in the best interests of each Fund and its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assetsshareholders. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. (“"Distributor”") and CSIM (collectively “"Schwab Parties”"), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of offering, marketing and sales materials; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“"SEC”") and web and other medium based marketing and advertising. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in be responsible for determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the TrusteesTrustees and as provided to Sub-Adviser. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging arrange for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s 's pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the followingfollowing as provided to Sub-Adviser: (i) such policies as Fund Parties may from time to time establish; (ii) Company’s 's Prospectus and Statement of Additional Information (“"Prospectus and SAI”"); (iii) Company’s 's Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“"Advisers Act”"); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“"Code”"); (viii) the Commodities and Exchange Act (“"CEA”"); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of the Company, the Board of Trustees (“Trustees”) and CSIM (collectively “Fund Parties”), Sub-Adviser shall be responsible for managing the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assets. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & CoALPS Distributors, Inc. and any successor distributor (“Distributor”) and CSIM (collectively “Schwab Parties”), as may be reasonably requested by such parties, in connection with the general offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) periodic review of general offering, marketing and sales materials; and (ii) attendance and participation at internal and external conferences (including inquarterly conference calls by Sub-person, telephonic and video), conventions, road shows and other sales or educational meetingsAdviser portfolio management staff with CSIM fund management professionals; and (iii) annual participation by Sub-Adviser portfolio management staff in educational activities regarding Sub-Adviser’s investment style, market views and performance results including, but not limited to, web casts or other technology-based communication media; (iv) periodic provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“SEC”); and (v) such other assistance as mutually agreed to by CSIM and web and other medium based marketing and advertisingSub-Adviser. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish; (ii) Company’s Prospectus and Statement of Additional Information (“Prospectus and SAI”); (iii) Company’s Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“Advisers Act”); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“Code”); (viii) the Commodities and Exchange Act (“CEA”); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of the Company, the Board of Trustees (“Trustees”) and CSIM (collectively “Fund Parties”), Sub-Adviser shall be responsible for managing the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use the same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s 's performance of the ServicesServices with the format and frequency of such records and reports being provided as agreed upon between Fund Parties and Sub-Adviser. (b) Unless CSIM provides written instructions to the contrary, CSIM will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action , and Sub-Adviser shall have no duty to vote any proxies associated with securities litigations relating to any securities of comprising the Managed Assets. To the extent Sub-Adviser is instructed by CSIM to vote proxies on behalf of the securities comprising the Managed Assets, Sub-Adviser shall vote such proxies in compliance with Sub-Adviser’s proxy voting policies and procedures. (c) Sub-Adviser will provide assistance to Company, ▇C▇▇▇▇▇▇ ▇S▇▇▇▇▇ & CoCo., Inc. (“Distributor”) and CSIM (collectively “Schwab Parties”), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: : (i) review of information related to Sub-Adviser included in offering, marketing and sales materials; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“SEC”) and web and other medium based marketing and advertising. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions The Sub-Adviser shall not be responsible for the provision of administrative, bookkeeping or accounting services to the contraryCompany. CSIM hereby acknowledges that the Sub-Adviser is not responsible for pricing portfolio securities. Notwithstanding the foregoing, the Sub-Adviser and CSIM agree that, upon the request of Company or CSIM, Sub-Adviser will shall reasonably assist CSIM in obtaining prices for portfolio securities and, to the extent it may lawfully do so, provide assistance CSIM with reasonable information, data or analyses in determiningits possession. CSIM acknowledges that any such information, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, data or analyses may be proprietary to Sub-Adviser will assist the Company’s pricing agent with arranging for the provision or otherwise consist of market values from at least two parties independent of the nonpublic information, agree that nothing in this Agreement shall require Sub-Adviser with respect to provide any information, data or analysis in contravention of applicable legal or contractual requirements, and agree to use any such information only for the purpose of pricing portfolio securities of the Managed Assets for which the Company’s pricing agent does not obtain prices in the ordinary course of business from an automated pricing serviceand to maintain their confidentiality. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such applicable policies as Fund Parties may from time to time establish, including but not limited to, any guidelines that have been provided by Fund Parties to Sub-Adviser from time to time; (ii) Company’s Prospectus and Statement of Additional Information (“Prospectus and SAI”); (iii) Company’s Declaration of Trust and By-Laws; (iv) the 1940 Act; (v) the Investment Advisers Act of 1940 1940, as amended (“Advisers Act”); (vi) any exemptive or other relief granted by the SECSEC to the Company or available to the Company, to the extent Sub-Adviser is notified of such exemptions; (vii) the Internal Revenue Code of 1986 1986, as amended (“Code”); (viii) the Commodities and Exchange Act (“CEA”); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of the Company, the Board of Trustees (“"Trustees”") and CSIM (collectively “"Fund Parties”"), Sub-Adviser shall be responsible for managing the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s 's activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s 's performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assets. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. (“"Distributor”") and CSIM (collectively “"Schwab Parties”"), as may be reasonably requested by such parties, in connection with the general offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) periodic review of general offering, marketing and sales materials; and (ii) attendance quarterly conference call by Sub-Advisor portfolio management staff with CSIM fund management professionals; (iii) annual participation by Sub-Advisor portfolio management staff in educational activities regarding Sub-Advisor's investment style, market views and participation at internal and external conferences (including inperformance results including, but not limited to, web casts or other technology-person, telephonic and video), conventions, road shows and other sales or educational meetingsbased communication media; and (iiiiv) periodic provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“"SEC”) and web and "). Except as described in the prior sentence, Sub-Adviser shall have no obligation to assist the Schwab Parties in connection with the offering, sale or marketing of Fund shares to any specific party or to participate in internal or external conferences, conventions, road shows or other medium based marketing and advertisingsales or educational meetings. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s 's pricing agent with arranging for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s 's pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish; (ii) Company’s 's Prospectus and Statement of Additional Information (“"Prospectus and SAI”"); (iii) Company’s 's Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“"Advisers Act”"); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“"Code”"); (viii) the Commodities and Exchange Act (“"CEA”"); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of the Company, the Board of Trustees (“Trustees”) and CSIM (collectively “Fund Parties”), Sub-Adviser shall be responsible for managing the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s 's performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action , and Sub-Adviser shall have no duty to vote any proxies associated with securities litigations relating to any securities of comprising the Managed Assets. (c) Sub-Adviser will provide assistance to Company, ▇C▇▇▇▇▇▇ ▇S▇▇▇▇▇ & CoCo., Inc. (“Distributor”) and CSIM (collectively “Schwab Parties”), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of information related to Sub-Adviser included in offering, marketing and sales materials; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“SEC”) and web and other medium based marketing and advertising. Schwab parties Parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging for the provision of in obtaining market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establishestablish and communicate in writing, including but not limited to, any guidelines that have been provided by Fund Parties to Sub-Adviser from time to time; (ii) Company’s Prospectus and Statement of Additional Information (“Prospectus and SAI”), as provided to Sub-Adviser; (iii) Company’s Declaration of Trust and By-Laws, as provided to Sub-Adviser; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 1940, as amended (“Advisers Act”); (vi) any exemptive or other relief granted by the SECSEC to the Company or available to the Company; (vii) the Internal Revenue Code of 1986 1986, as amended (“Code”); (viii) the Commodities and Exchange Act (“CEA”); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of the Company, the Board of Trustees (“Trustees”) and CSIM (collectively “Fund Parties”), Sub-Adviser shall be responsible for managing the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use same reasonable skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assets. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. (“Distributor”) and CSIM (collectively “Schwab Parties”), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of information relating to Sub-Adviser included in offering, marketing and sales materials; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of discussion, analysis and commentary and market and performance data for to be utilized by the Schwab Parties in their respective filings with the Securities and Exchange Commission (“SEC”) and web and other medium based marketing and advertising; provided, however, that nothing herein shall be construed so as to create any obligation or duty on the part of the Sub-Adviser to produce sales literature for the Schwab Parties or any Fund. Schwab parties Parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheldwithheld or delayed. (d) Unless CSIM provides written instructions to the contraryIf requested by CSIM, Sub-Adviser will provide appropriate assistance in for determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision supervision, control, and instructions of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish; (ii) Company’s Prospectus and Statement of Additional Information (“Prospectus and SAI”); (iii) Company’s Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“Advisers Act”); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“Code”); (viii) the Commodities and Exchange Act (“CEA”); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, and shall not be responsible for the expenses of the Fund Parties or Schwab Parties, including all losses and liabilities incurred in administrating the Company and each Fund.

Duties of Sub Adviser. (a) Subject to supervision of the Company, the Board of Trustees (“Trustees”) and CSIM (collectively “Fund Parties”), Sub-Adviser shall be responsible for managing the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assets. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. (“Distributor”) and CSIM (collectively “Schwab Parties”), as may be reasonably requested by such parties, in connection with the general offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) periodic review of general offering, marketing and sales materials; and (ii) attendance quarterly conference calls by Sub-Advisor portfolio management staff with CSIM fund management professionals; (iii) annual participation by Sub-Advisor portfolio management staff in educational activities regarding Sub-Advisor’s investment style, market views and participation at internal and external conferences (including inperformance results including, but not limited to, web casts or other technology-person, telephonic and video), conventions, road shows and other sales or educational meetingsbased communication media; and (iiiiv) periodic provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“SEC”) and web and ). Except as described in the prior sentence, Sub-Adviser shall have no obligation to assist the Schwab Parties in connection with the offering, sale or marketing of Fund shares to any specific party or to participate in internal or external conferences, conventions, road shows or other medium based marketing and advertisingsales or educational meetings. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish; (ii) Company’s Prospectus and Statement of Additional Information (“Prospectus and SAI”); (iii) Company’s Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“Advisers Act”); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“Code”); (viii) the Commodities and Exchange Act (“CEA”); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of the Company, the Board of Trustees (“Trustees”) and CSIM (collectively “Fund Parties”), Sub-Adviser shall be responsible for managing the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s performance of the Services. CSIM acknowledges that Sub-Adviser may delegate certain operational and administrative functions to third parties in support of the services contemplated herein. Sub-Adviser acknowledges that it shall be responsible and liable for the actions of such third parties to the same extent that it would be liable for its own actions to the CSIM under the terms of this Agreement. (b) Unless CSIM provides written instructions to the contrary, CSIM will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action , and Sub-Adviser shall have no duty to vote any proxies associated with securities litigations relating to any securities of comprising the Managed Assets. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. (“Distributor”) and CSIM (collectively “Schwab Parties”), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of offering, marketing and sales materials; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“SEC”) and web and other medium based marketing and advertising. Schwab parties Parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish, including but not limited to, any guidelines that have been provided by Fund Parties to Sub-Adviser from time to time; (ii) Company’s Prospectus and Statement of Additional Information (“Prospectus and SAI”); (iii) Company’s Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 1940, as amended (“Advisers Act”); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 1986, as amended (“Code”); (viii) the Commodities and Exchange Act (“CEA”); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of by the Company, the its Board of Trustees (“Trustees”) and CSIM (collectively “Fund Parties”), Sub-Adviser shall be responsible for managing the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use the same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM Sub-Adviser will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to in the best interests of each Fund and its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assetsshareholders. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. (“Distributor”) and CSIM (collectively “Schwab Parties”), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of offering, marketing and sales materials; (ii) attendance and participation at an agreed upon number of internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of a reasonable amount of information for use as discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“SEC”) and web and other medium based marketing and advertising. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging for the provision of in obtaining market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establishestablish and communicate to Sub-Adviser in writing; (ii) Company’s Prospectus and Statement of Additional Information (“Prospectus and SAI”), as provided to Sub-Adviser; (iii) Company’s Declaration of Trust and By-Laws, as provided to Sub-Adviser; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“Advisers Act”); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“Code”); (viii) the Commodities and Exchange Act (“CEA”); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. CSIM acknowledges that Sub-Adviser has not had an opportunity to review any of the following: Company’s Registration Statement; Prospectus and Statement of Additional Information; Declaration of Trust and By-Laws; or any of Company’s or CSIM’s policies referred to herein. Sub-Adviser and CSIM agree to work together in good faith to resolve any issues that may arise out of such documents pertaining to Sub-Adviser’s performance of the Services. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of by the Company, the its Board of Trustees (“"Trustees”") and CSIM (collectively “"Fund Parties”"), Sub-Adviser shall be responsible for managing will manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use the same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s 's activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s 's performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM Sub-Adviser will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to in the best interests of each Fund and its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assetsshareholders. (c) Sub-Adviser will provide assistance to Company, ▇Charles Schwab & Co, Inc. ("Distributor") and CSIM (collectively "▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. (“Distributor”) and CSIM (collectively “Schwab Parties”▇s"), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of offering, marketing and sales materials; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“"SEC”") and web and other medium based marketing and advertising. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in be responsible for determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging arrange for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s 's pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish; (ii) Company’s 's Prospectus and Statement of Additional Information (“"Prospectus and SAI”"); (iii) Company’s 's Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“"Advisers Act”"); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“"Code”"); (viii) the Commodities and Exchange Act (“"CEA”"); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of the Company, the Board of Trustees (“Trustees”) and CSIM (collectively “Fund Parties”), Sub-Adviser shall be responsible for managing the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s activities that Fund Parties are required to maintain, and regular reports as reasonably requested by CSIM concerning Sub-Adviser’s performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action guidelines and Sub-Adviser shall have no duty to vote any proxy associated with securities litigations relating to any securities of comprising the Managed Assets. (c) Sub-Adviser will provide assistance solely in its capacity as sub-adviser to the Fund to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. the Company’s distributor (“Distributor”) and CSIM (collectively “Schwab Parties”), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of offering, marketing and sales materials; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“SEC”) and web and other medium based marketing and advertising. advertising Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld; provided that the Schwab parties acknowledge that such names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser are the valuable property of the Sub-Adviser and its affiliates and, upon termination of this Agreement, the Schwab parties shall cease using such names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser except to the extent necessary for regulatorily required disclosure or as otherwise agreed to in writing by Sub-Adviser. (d) Unless Upon request by CSIM provides written instructions to or the contraryCompany, Sub-Adviser will provide reasonable assistance to CSIM in determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees, which have been previously provided to Sub-Adviser. In addition, Sub-Adviser will assist the Company’s pricing agent to the extent reasonably practicable with arranging for the provision of market values from at least two parties independent of the Sub-Adviser (to the extent available) with respect to any securities of the Managed Assets for which the Company’s pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. Notwithstanding this Section 2(d), the parties agree that Sub-Adviser shall not bear responsibility or liability for the determination or accuracy of the valuation of any portfolio securities and other assets of the Fund. (e) Sub-Adviser will discharge the foregoing responsibilities solely with respect to the Managed Assets subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establishestablish that have been previously provided to Sub-Adviser; (ii) Company’s Prospectus and Statement of Additional Information (“Prospectus and SAI”); (iii) Company’s Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 1940, as amended (“Advisers Act”); (vi) any exemptive or other relief granted by the SECSEC with respect to the Fund or available to be utilized by the Fund; (vii) Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986 1986, as amended (the “Code”)) and the provisions of Section 817(h) of the Code, in each case solely with respect to the Managed Assets and based on information provided by the Company’s administrator, custodian and other service providers; (viii) the Commodities and Exchange Act Act, as amended (“CEA”); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for any expenses of the Fund’s operations, including, without limitation, the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund. (g) Notwithstanding anything herein to the contrary, the Sub-Adviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting the Managed Assets, including, without limitation, to file proof of claim or other documents related to such proceedings (the “Litigation”), or to investigate, initiate, supervise, or monitor the Litigation involving the Managed Assets, and CSIM acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder.

Duties of Sub Adviser. (a) Subject to supervision of the Company, the Board of Trustees (“Trustees”) and CSIM (collectively “Fund Parties”), Sub-Adviser shall be responsible for managing the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assets. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & CoALPS Distributors, Inc. and any successor distributor (“Distributor”) and CSIM (collectively “Schwab Parties”), as may be reasonably requested by such parties, in connection with the general offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) periodic review of general offering, marketing and sales materials; and (ii) attendance and participation at internal and external conferences (including inquarterly conference calls by Sub-person, telephonic and video), conventions, road shows and other sales or educational meetingsAdvisor portfolio management staff with CSIM fund management professionals; and (iii) annual participation by Sub-Advisor portfolio management staff in educational activities regarding Sub-Advisor’s investment style, market views and performance results including, but not limited to, web casts or other technology-based communication media; (iv) periodic provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“SEC”); and (v) such other assistance as mutually agreed to by CSIM and web and other medium based marketing and advertisingSub-Adviser. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish; (ii) Company’s Prospectus and Statement of Additional Information (“Prospectus and SAI”); (iii) Company’s Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“Advisers Act”); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“Code”); (viii) the Commodities and Exchange Act (“CEA”); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of by the Company, the its Board of Trustees (“"Trustees”") and CSIM (collectively “"Fund Parties”"), Sub-Adviser shall be responsible for managing will manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use the same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s 's activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s 's performance of the Services, as Fund Parties may reasonably request. (b) Unless CSIM provides written instructions to the contrary, CSIM Sub-Adviser will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to in the best interests of each Fund and its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assetsshareholders. (c) Sub-Adviser will use it best efforts to provide assistance to Company, ▇Charles Schwab & Co, Inc. ("Distributor") and CSIM (collectively "▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. (“Distributor”) and CSIM (collectively “Schwab Parties”▇s"), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will may include, without limitation: (i) review of offering, marketing and sales materials; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; provided that the amount of time required to be spent on such efforts by Sub-Adviser's portfolio manager will be limited to not more than one such event, in San Francisco, annually; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“"SEC”") and web and other medium based marketing and advertising. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in be responsible for determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees, a copy of which will be delivered to Sub-Adviser. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging arrange for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s 's pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following, as may be applicable to the Services: (i) such policies as Fund Parties may from time to time establishestablish which are provided in writing to Sub-Adviser; (ii) Company’s 's Prospectus and Statement of Additional Information (“"Prospectus and SAI”"); (iii) Company’s 's Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“"Advisers Act”"); (vi) any exemptive relief granted to the Company which is provided in writing to Sub-Adviser or other applicable relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“"Code”"); (viii) the Commodities and Exchange Act (“"CEA”"); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of the Company, the Board of Trustees (“Trustees”) and CSIM (collectively “Fund Parties”), Sub-Adviser shall be responsible for managing the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assets. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & CoALPS Distributors, Inc. (“Distributor”) and CSIM (collectively “Schwab Parties”), as may be reasonably requested by such parties, in connection with the general offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) periodic review of general offering, marketing and sales materials; and (ii) attendance and participation at internal and external conferences (including inquarterly conference calls by Sub-person, telephonic and video), conventions, road shows and other sales or educational meetingsAdvisor portfolio management staff with CSIM fund management professionals; and (iii) annual participation by Sub-Advisor portfolio management staff in educational activities regarding Sub- Advisor’s investment style, market views and performance results including, but not limited to, web casts or other technology-based communication media; (iv) periodic provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“SEC”); and (v) such other assistance as mutually agreed to by CSIM and web and other medium based marketing and advertisingSub-Adviser. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish; (ii) Company’s Prospectus and Statement of Additional Information (“Prospectus and SAI”); (iii) Company’s Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“Advisers Act”); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“Code”); (viii) the Commodities and Exchange Act (“CEA”); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of the Company, the Board of Trustees (“Trustees”) and CSIM (collectively “Fund Parties”), Sub-Adviser shall be responsible for managing the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assets. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. (“Distributor”) and CSIM (collectively “Schwab Parties”), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of offering, marketing and sales materials; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“SEC”) and web and other medium based marketing and advertising. Schwab parties Parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. The names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser shall remain the sole and exclusive property of Sub-Adviser, and Schwab Parties shall not acquire any right, title, or ownership interest in the materials through such use. (d) Unless CSIM provides written instructions to the contrary, The Sub-Adviser will provide assistance in determining, in good faith, the fair value of any securities of agrees to monitor the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging for the provision of market values from at least two parties independent of to notify CSIM or its designee on any day that the Sub-Adviser determines that a significant event has occurred with respect to any one or more securities of held in the Managed Assets. As reasonably requested by CSIM, the Sub-Adviser hereby agrees to provide additional assistance to CSIM and the Trust’s pricing agents in valuing Managed Assets held in the portfolio. Such assistance may include aid in fair value pricing of portfolio securities for which the Company’s pricing agent does custodian or fund accountant cannot obtain prices in the ordinary course of business from an automated pricing serviceservice by recommending an appropriate methodology for valuing such securities, as reasonably requested by CSIM. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish, including but not limited to any guidelines that have been provided by Fund Parties to Sub-Adviser from time to time; (ii) Company’s Prospectus and Statement of Additional Information (“Prospectus and SAI”); (iii) Company’s Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“Advisers Act”); (vi) any exemptive or other relief granted by the SEC; (vii) Subchapter M of the Internal Revenue Code of 1986 (“Code”); (viii) the Commodities and Exchange Act (“CEA”); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund. (g) Sub-Adviser may engage any of its affiliates listed on Appendix A to assist it with providing its services under this Agreement, provided that Sub-Adviser will remain liable to the Fund at all times for the performance of its obligations under the Agreement, will remain responsible for the acts and omissions of such affiliates, and will be solely responsible for any fees owed to such affiliates. Such delegation of responsibilities by Sub-Adviser to its affiliates shall not be deemed an assignment as defined in the 1940 Act.

Duties of Sub Adviser. (a) Subject to supervision of the Company, the Board of Trustees (“Trustees”) and CSIM (collectively “Fund Parties”), Sub-Adviser shall be responsible for managing the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use the same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s activities that Fund Parties are required to maintainmaintain and that are not otherwise available to Fund Parties, and regular reports concerning Sub-Adviser’s performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assets. (c) Sub-Adviser will provide reasonable assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & CoALPS Distributors, Inc. (“Distributor”) and CSIM (collectively “Schwab Parties”), as may be reasonably requested by such parties, in connection with the general offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) periodic review of general offering, marketing and sales materials; and (ii) attendance and participation at internal and external conferences (including inquarterly conference call by Sub-person, telephonic and video), conventions, road shows and other sales or educational meetingsAdviser portfolio management staff with CSIM fund management professionals; and (iii) annual participation by Sub-Adviser portfolio management staff in educational activities regarding Sub-Adviser’s investment style, market views and performance results including, but not limited to, web casts or other technology-based communication media; (iv) periodic provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“SEC”); and (v) such other assistance as mutually agreed to by CSIM and web and other medium based marketing and advertisingSub-Adviser. Schwab parties Parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contraryUpon request, Sub-Adviser will provide reasonable assistance to CSIM in determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent to the extent reasonably practicable with arranging for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establishestablish and deliver to the Sub-Adviser in writing, with Sub-Adviser’s compliance to begin as soon as practicable following delivery; (ii) Company’s Prospectus and Statement of Additional Information (“Prospectus and SAI”); (iii) Company’s Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 1940, as amended (“Advisers Act”); (vi) any exemptive or other relief granted by the SEC, the terms of which are provided to the Sub-Adviser in writing; (vii) the Internal Revenue Code of 1986 1986, as amended (“Code”); (viii) the Commodities and Exchange Act Act, as amended (“CEA”); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any, or custodian fees and expenses) purchased or sold for a Fund. (g) The services of the Sub-Adviser hereunder are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others and to engage in other activities consistent with applicable laws. CSIM and the Sub-Adviser recognize and agree that the Sub-Adviser may provide advice to or take action with respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to the Fund. The Sub-Adviser and its directors, officers, agents and employees (collectively, “Employees”) shall not be limited or restricted from buying, selling or trading any securities for its or their own accounts or the accounts of others for whom it or they may be acting, provided, however, that the Sub-Adviser will undertake no activities which are in violation of its fiduciary duties to the Fund under this Agreement; and provided further that the Adviser will adhere to a code of ethics governing employee trading and trading for proprietary accounts that conforms to the applicable requirements of the 1940 Act and the Advisers Act and which has been approved by the Company’s Board of Trustees

Duties of Sub Adviser. (a) Subject to supervision of by the Company, the its Board of Trustees (“"Trustees”") and CSIM (collectively “"Fund Parties”"), Sub-Adviser shall be responsible for managing will manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use the same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s 's activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s 's performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM Sub-Adviser will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to in the best interests of each Fund and its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assetsshareholders. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. (“"Distributor”") and CSIM (collectively “"Schwab Parties”"), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of offering, marketing and sales materials; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“"SEC”") and web and other medium based marketing and advertising. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance assist in determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish; (ii) Company’s Prospectus and Statement of Additional Information (“Prospectus and SAI”); (iii) Company’s Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“Advisers Act”); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“Code”); (viii) the Commodities and Exchange Act (“CEA”); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of the Company, the Board of Trustees (“"Trustees”") and CSIM (collectively “"Fund Parties”"), Sub-Adviser shall be responsible for managing the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s 's activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s 's performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assets. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & CoALPS Distributors, Inc. (“"Distributor”") and CSIM (collectively “"Schwab Parties”"), as may be reasonably requested by such parties, in connection with the general offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) periodic review of general offering, marketing and sales materials; and (ii) attendance and participation at internal and external conferences (including inquarterly conference call by Sub-person, telephonic and video), conventions, road shows and other sales or educational meetingsAdvisor portfolio management staff with CSIM fund management professionals; and (iii) annual participation by Sub-Advisor portfolio management staff in educational activities regarding Sub-Advisor's investment style, market views and performance results including, but not limited to, web casts or other technology-based communication media; (iv) periodic provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“"SEC”"); and (v) such other assistance as mutually agreed to by CSIM and web and other medium based marketing and advertisingSub-Adviser. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s 's pricing agent with arranging for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s 's pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish; (ii) Company’s 's Prospectus and Statement of Additional Information (“"Prospectus and SAI”"); (iii) Company’s 's Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“"Advisers Act”"); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“"Code”"); (viii) the Commodities and Exchange Act (“"CEA”"); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of by the Company, the its Board of Trustees (“"Trustees”") and CSIM (collectively “"Fund Parties”"), Sub-Adviser shall be responsible for managing will manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use the same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s 's activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s 's performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM Sub-Adviser will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to in the best interests of each Fund and its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assetsshareholders. (c) Sub-Adviser will provide assistance to Company, ▇▇Charles Schwab & Co, Inc. ("Distributor") and CSIM (collectively "S▇▇▇▇▇ ▇a▇▇▇▇▇ & Co, Inc. (“Distributor”) and CSIM (collectively “Schwab Parties”▇"), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitationinclude the following: (i) review of offering, marketing and sales materials; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“"SEC”") and web and other medium based marketing and advertising. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in be responsible for determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging arrange for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s 's pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish; (ii) Company’s 's Prospectus and Statement of Additional Information (“"Prospectus and SAI”"); (iii) Company’s 's Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“"Advisers Act”"); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“"Code”"); (viii) the Commodities and Exchange Act (“"CEA”"); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of by the Company, the its Board of Trustees (“"Trustees”") and CSIM (collectively “"Fund Parties”"), Sub-Adviser shall be responsible for managing will manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use the same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s 's activities that Fund Parties are required to maintain, and regular quarterly reports concerning Sub-Adviser’s 's performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM Sub-Adviser will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to in the best interests of each Fund and its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assetsshareholders. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. (“"Distributor”") and CSIM (collectively “"Schwab Parties”"), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of offering, marketing and sales materials; (ii) attendance and participation at an agreed upon number of internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of a reasonable amount of information for use as discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“"SEC”") and web and other medium based marketing and advertising. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s 's pricing agent with arranging for the provision of in obtaining market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s 's pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establishestablish and communicate to Sub-Adviser in writing; (ii) Company’s 's Prospectus and Statement of Additional Information (“"Prospectus and SAI”"), as provided to Sub-Adviser; (iii) Company’s 's Declaration of Trust and By-Laws, as provided to Sub-Adviser; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“"Advisers Act”"); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“"Code”"); (viii) the Commodities and Exchange Act (“"CEA”"); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. CSIM acknowledges that Sub-Adviser has not had an opportunity to review any of the following: Company's Registration Statement; Prospectus and Statement of Additional Information; Declaration of Trust and By-Laws; or any of Company's or CSIM's policies referred to herein. Sub-Adviser and CSIM agree to work together in good faith to resolve any issues that may arise out of such documents pertaining to Sub-Adviser's performance of the Services. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of by the Company, the its Board of Trustees (“"Trustees”") and CSIM (collectively “"Fund Parties”"), Sub-Adviser shall be responsible for managing will manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use the same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s 's activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s 's performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM Sub-Adviser will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to in the best interests of each Fund and its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assetsshareholders. (c) Sub-Adviser and its affiliate division CDC IXIS will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. (“"Distributor”") and CSIM (collectively “"Schwab Parties”"), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of offering, marketing and sales materials; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“"SEC”") and web and other medium based marketing and advertising. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in be responsible for determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging arrange for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s 's pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish; (ii) Company’s 's Prospectus and Statement of Additional Information (“"Prospectus and SAI”"); (iii) Company’s 's Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“"Advisers Act”"); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“"Code”"); (viii) the Commodities and Exchange Act (“"CEA”"); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of by the Company, the its Board of Trustees (“"Trustees”") and CSIM (collectively “"Fund Parties”"), Sub-Adviser shall be responsible for managing will manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use the same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s 's activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s 's performance of the Services. Notwithstanding any provision to the contrary, Sub-Adviser is authorized to delegate any or all of its investment management responsibilities to ▇▇▇▇▇▇▇, Wolf & Company ("Agent"); provided, however, Sub-Adviser will be fully responsible for the Services of this Agreement delegated to Agent, as if Sub-Adviser performed such Services itself. (b) Unless CSIM provides written instructions to the contrary, CSIM Sub-Adviser will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant in the best interests of each Fund and its shareholders. Fund will forward promptly to its proxy voting policy Sub-Adviser copies of all proxies and guidelines. CSIM will file all proofs of claim for class action securities litigations shareholder communications relating to any securities of in the Managed AssetsAssets (other than materials relating to legal proceedings, including bankruptcies or class actions, involving securities in the Managed Assets or the issuers of such securities). Sub-Adviser will not be responsible or liable for failing to vote any proxies when it has not received such proxies or related shareholder communications in a timely basis. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. (“"Distributor”") and CSIM (collectively “"Schwab Parties”"), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of offering, marketing and sales materials; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“"SEC”") and web and other medium based marketing and advertising. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in be responsible for determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. CSIM acknowledges that Sub-Adviser will not be responsible for fair value pricing of securities: (i) in which Fund's pricing agent or CSIM has not provided reasonable notice that market quotations are not available; or (ii) in the event of operational or other market difficulties. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging use it best efforts to arrange for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s 's pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. Except as provided in the first sentence, Sub-Adviser will not be responsible for pricing the Fund's securities, and Fund will rely on its pricing agent for pricing the Fund's securities. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establishestablish when provided by CSIM in writing to Sub-Adviser; (ii) Company’s 's Prospectus and Statement of Additional Information when provided by CSIM to Sub-Adviser (“"Prospectus and SAI”"); (iii) Company’s 's Declaration of Trust and By-LawsLaws when provided by CSIM to Sub-Adviser; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“"Advisers Act”"); (vi) any exemptive or other relief granted by the SECSEC when provided in writing by CSIM to Sub-Adviser; (vii) the Internal Revenue Code of 1986 (“"Code”"); (viii) the Commodities and Exchange Act (“"CEA”"); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for Fund expenses including, but not limited to, the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, registration costs, administrative expenses, mailing expenses, proxy costs and extraordinary expenses.

Duties of Sub Adviser. (a) Subject to supervision of by the Company, the its Board of Trustees (“"Trustees”") and CSIM (collectively “"Fund Parties”"), Sub-Adviser shall be responsible for managing will manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use the same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s 's activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s 's performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM Sub-Adviser will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to in the best interests of each Fund and its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assetsshareholders. (c) Sub-Adviser will provide assistance to Company, Charles Schwab & Co, Inc. ("Distributor") and CSIM (collectively "▇▇▇▇▇▇ P▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. (“Distributor”) and CSIM (collectively “Schwab Parties”"), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of offering, marketing and sales materials; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“"SEC”") and web and other medium based marketing and advertising. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in be responsible for determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging arrange for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s 's pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish; (ii) Company’s 's Prospectus and Statement of Additional Information (“"Prospectus and SAI”"); (iii) Company’s 's Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“"Advisers Act”"); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“"Code”"); (viii) the Commodities and Exchange Act (“"CEA”"); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of the Company, the Board of Trustees (“Trustees”) and CSIM (collectively “Fund Parties”), Sub-Adviser shall be responsible for managing the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assets. (c) Sub-Adviser will provide assistance to Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & CoALPS Distributors, Inc. (“Distributor”) and CSIM (collectively “Schwab Parties”), as may be reasonably requested by such parties, in connection with the general offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) periodic review of general offering, marketing and sales materials; and (ii) attendance and participation at internal and external conferences (including inquarterly conference calls by Sub-person, telephonic and video), conventions, road shows and other sales or educational meetingsAdviser portfolio management staff with CSIM fund management professionals; and (iii) annual participation by Sub-Adviser portfolio management staff in educational activities regarding Sub- Adviser’s investment style, market views and performance results including, but not limited to, web casts or other technology-based communication media; (iv) periodic provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“SEC”); and (v) such other assistance as mutually agreed to by CSIM and web and other medium based marketing and advertisingSub-Adviser. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish; (ii) Company’s Prospectus and Statement of Additional Information (“Prospectus and SAI”); (iii) Company’s Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“Advisers Act”); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“Code”); (viii) the Commodities and Exchange Act (“CEA”); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.

Duties of Sub Adviser. (a) Subject to supervision of by the Company, the its Board of Trustees (“"Trustees”") and CSIM (collectively “"Fund Parties”"), Sub-Adviser shall be responsible for managing will manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use the same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s 's activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s 's performance of the Services. (b) Unless CSIM provides written instructions to the contrary, CSIM Sub-Adviser will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to in the best interests of each Fund and its proxy voting policy and guidelines. CSIM will file all proofs of claim for class action securities litigations relating to any securities of the Managed Assetsshareholders. (c) Sub-Adviser will provide assistance to Company, Charles Schwab & Co, Inc. ("Distributor") and CSIM (collectively "▇▇▇▇▇▇ P▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc. (“Distributor”) and CSIM (collectively “Schwab Parties”"), as may be reasonably requested by such parties, in connection with the offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) review of offering, marketing and sales materials; (ii) attendance and participation at internal and external conferences (including in-person, telephonic and video), conventions, road shows and other sales or educational meetings; and (iii) provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (“"SEC”") and web and other medium based marketing and advertising. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, such use, in the first instance, is subject to the prior written approval of Sub-Adviser, which will not be unreasonably withheld. (d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in be responsible for determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the TrusteesTrustees copies of which will be provided to Sub-Adviser prior to the commencement of the Services. In addition, Sub-Adviser will assist the Company’s pricing agent with arranging arrange for the provision of market values from at least two parties independent of the Sub-Adviser with respect to any securities of the Managed Assets for which the Company’s 's pricing agent does not obtain prices in the ordinary course of business from an automated pricing service. (e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish; (ii) Company’s 's Prospectus and Statement of Additional Information (“"Prospectus and SAI”"); (iii) Company’s 's Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (“"Advisers Act”"); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (“"Code”"); (viii) the Commodities and Exchange Act (“"CEA”"); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control. (f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.