Charles Schwab Investment Management, Inc. Online Services Agreement for the ThomasPartners Strategies

The use of this site is subject to the terms and conditions contained in the ThomasPartners Strategies Online Services Agreement (the "TSOSA") set forth below. In continuing to access or use our site, you agree to be bound by those terms and conditions within the TSOSA applicable to your use.

CONSENT TO ELECTRONIC RECORDS

The TSOSA and our Web site include important disclosures and regulatory information that are associated with Charles Schwab Investment Management, Inc. ("CSIM") management of the ThomasPartners Strategies. From time to time, CSIM may ask you to review other important disclosures about the ThomasPartners Strategies. We refer to all of these items as "Records and Disclosures."

When you use this Web site, you will be consenting to electronic delivery of the TSOSA and the Records and Disclosures in HTML format. To access, retain, and print the TSOSA and other Records and Disclosures, you should use the following for Windows, the latest (non-beta) version of Microsoft Windows® XP, Vista® or Windows® 7 and the latest (non-beta) version of either Microsoft® Internet Explorer or Firefox® or the following for Mac, the latest (non-beta) Mac operating system and the latest (non-beta) version of Safari® or Firefox®. (Other operating systems and web browsers may work, however older browsers may experience technical difficulties. Upgrading to one of the configurations above will provide you with the best online experience.) When you use this Web site you will also be affirming: You understand and intend that the TSOSA is a legally binding agreement. You will use our Web site generally, in a manner consistent with applicable laws and regulations and in accordance with the terms and conditions of the TSOSA and any other applicable rules, guidelines or other conditions that govern the use of our Web Site as they may be amended by CSIM from time to time; and

You understand, accept, and have received the TSOSA and its terms and conditions, and acknowledge and demonstrate that you can access the TSOSA and other Records and Disclosures on our Web site.

If you do not agree with the terms and conditions in the TSOSA, you should be aware, however, that the use of our Web site, is subject to the terms and conditions of the TSOSA. This Agreement will always be available for your review as a link at the bottom of the ThomasPartnersIM.com home page. Please carefully review the following terms and conditions.

• Scope of the TSOSA
• Revisions to Agreement
• Personalization
• Your License to CSIM
• Use of Third Party Service Providers
• Use of Web Site
• Market Information
• No Investment Advice or Recommendations
• Use of Access Devices
• Hyperlinks
• Disclaimers of Warranties
• Limitation of Liability and Indemnification
• Restrictions on Use
• Trademarks and Copyrights
• Governing Law

SCOPE OF THE TSOSA

Charles Schwab Investment Management, Inc. ("CSIM" "we" or "us"), manages the ThomasPartners Strategies, either alone or in conjunction with its affiliates, agents and partners. The ThomasPartners Strategies Online Services Agreement ("TSOSA" or "Agreement") applies to this Web site, other electronic channels as described below, and electronic content. This Agreement applies to the ThomasPartners Strategies regardless of the means by which you access these services. The ThomasPartners Strategies may be offered on the ThomasPartnersIM.com domain as well as on other Internet domains operated by our affiliates, agents or alliance partners.

We may also ask you to follow additional rules, guidelines or other conditions ("Rules and Guidelines") at the time you register. The TSOSA incorporates by reference the Rules and Guidelines for which you register.

REVISIONS TO AGREEMENT

CSIM may revise the TSOSA at any time, and you agree to be bound by future revisions. It is your responsibility to visit the link at the bottom of the ThomasPartnersim.com home page periodically to review the most current terms and conditions.

PERSONALIZATION

CSIM may offer you the opportunity to personalize your online experience. While certain personalization features can provide a more convenient way to access the features most relevant to you, be aware that "cookies" and other similar identification techniques are used to associate you with the computer or electronic device that you are using. For more information about these techniques, see "About Cookies."

YOUR LICENSE TO CSIM

Any communications or material of any kind that you email, post or otherwise transmit through to CSIM about the ThomasPartners Strategies, including data, questions, comments, or suggestions (your "Communications") will be treated as non-confidential and non-proprietary. You hereby grant a license to CSIM to reproduce, disclose, transmit, publish, broadcast, or post your communications either on the ThomasPartners Web site or elsewhere with no liability or obligation to you. CSIM is free to use any ideas, concepts, know-how, or techniques contained in your Communications for any purpose including, but not limited to, developing and marketing products using such information.

USE OF THIRD PARTY SERVICE PROVIDERS

CSIM may use third party service providers to assist in providing certain services in connection with its management of the ThomasPartners Strategies with or without notice to you (each, a "Third Party Service Provider"). CSIM may also change Third Party Service Providers or may itself provide service connection with management of the ThomasPartners Strategies without the assistance of such third party. You consent and authorize CSIM to delegate the authorizations you provide to CSIM to its Third Party Service Provider(s) as CSIM deems necessary or desirable to provide the applicable service to you. You agree that the terms and conditions of the TSOSA, including any of the other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement, inure to the benefit of such Third Party Service Providers and such Third Party Service Providers are deemed to be third party beneficiaries of the TSOSA, including any other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement. You also agree that all references to "CSIM" within the TSOSA and any incorporated terms are also deemed to include, where applicable, CSIM's agents, such as the Third Party Service Providers.

To protect the privacy and security of your personal information, Third Party Service Providers will only be authorized to use or maintain your personal information only in accordance with the Charles Schwab Privacy Policy.

USE OF THE WEBSITE

The following requirements apply to your use of all the Web site:

• You will not use any electronic communication feature of the ThomasPartners Web site for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening or hateful.
• You will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights.
• You will not use the ThomasPartners Web site for any commercial purpose not expressly approved by CSIM in writing. You will not upload, post, email or otherwise transmit any advertising or promotional materials, including without limitation, "junk mail," "surveys," "spam," "chain letters," "pyramid schemes," or any other form of solicitation or unauthorized communication.
• You will not upload, post, email or otherwise transmit any material that contains viruses or any other computer code, files or programs which might interrupt, limit or interfere with the functionality of any computer software or hardware or telecommunications equipment.

MARKET INFORMATION

We may make available to you through management of the ThomasPartners Strategies a broad range of financial information that we obtain Third Party Service Providers. This includes financial market data, quotes, news, analyst opinions, and research reports. Collectively, we refer to this as "Market Information." CSIM does not endorse or approve Market Information, and we make it available to you only as a service and convenience. CSIM and our Third Party Service Providers do not (1) guarantee the accuracy, timeliness, completeness or correct sequencing of Market Information, or (2) warrant any results from your use or reliance on Market Information. Market Information may quickly become unreliable for various reasons including, for example, changes in market conditions or economic circumstances. Neither CSIM nor the Third Party Service Providers are obligated to update any information or opinions contained in any Market Information, and we may discontinue offering Market Information at any time without notice. You agree that neither CSIM nor the Third Party Service Providers will be liable to you in any way for the termination, interruption, delay, or inaccuracy of any Market Information. You will not redistribute or facilitate the redistribution of Market Information. If you are a securities broker, dealer, banker, or investment adviser, you agree not to use Market Information provided by CSIM for any purpose related to your business.

NO INVESTMENT ADVICE OR RECOMMENDATIONS

The ThomasPartners Strategies and content (including Market Information) are for information, education, and entertainment purposes only. Although CSIM may provide information relating to investment approaches and opportunities to buy or sell securities, you should not construe any Market Information, features or other content available through CSIM's management of the ThomasPartners Strategies as legal, tax, investment, financial or other advice. Nothing on our Web site constitutes a solicitation, recommendation, endorsement, or offer by CSIM or a Third Party Service Provider to buy or sell any securities or other financial instruments.

You alone assume the sole responsibility of evaluating the merits and risks associated with the use of the ThomasPartners Strategies before making any decisions based on Market Information or content contained in the Web site. In exchange for using the ThomasPartners Web site, you agree not to hold CSIMs or any Third Party Service Provider liable for any possible claim for damages arising from any decision you make based on information made available to you through any ThomasPartners Service.

USE OF ACCESS DEVICES

With the exception of applications commonly known as Web Browser software, or other applications formally promoted, endorsed or approved by CSIM in writing, you agree not to use any software, program, application or any other device to access the Web site or proprietary software or to automate the process of obtaining, downloading, transferring or transmitting any Market Information or any other content to or from the Web site, including any proprietary software.

HYPERLINKS

CSIM may make available links from the Web site to other, third party sites or electronic services providers that are not affiliated with CSIM. CSIM does not control these other sites or services, and CSIM makes no representations or endorsements whatsoever concerning those sites or services. The fact that CSIM has provided a link to a site is not an endorsement, authorization, sponsorship, or affiliation with respect to such site, its owners, or its providers. There are risks in using any information, software, service or product found on the Internet, and CSIM cautions you to make sure you understand these risks before retrieving, using, relying upon, or purchasing anything via the Internet. You agree that under no circumstances will you hold CSIM or its affiliates liable for any loss or damage caused by use of or reliance on any content, goods or services available on other sites.

DISCLAIMERS OF WARRANTIES

ALTHOUGH CSIM TRIES TO PROVIDE ACCURATE AND TIMELY INFORMATION THROUGH THE WEB SITE, THERE MAY BE INADVERTENT TECHNICAL OR FACTUAL INACCURACIES AND TYPOGRAPHICAL ERRORS. CSIM RESERVES THE RIGHT TO MAKE CHANGES AND CORRECTIONS AT ANY TIME, WITHOUT NOTICE. THE INFORMATION PROVIDED THROUGH THE WEB SITE IS PROVIDED "AS IS" AND "AS AVAILABLE." CSIM DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED IN THE WEB SITE. CSIM EXPRESSLY DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION CONTAINED IN THE WEB SITE. CSIM MAY CHANGE INFORMATION CONTAINED ON THE WEB SOTE AT ANY TIME AND MAKES NO COMMITMENT TO UPDATE THE INFORMATION. YOU ASSUME THE ENTIRE RISK AS TO THE USE OF THE WEB SITE.

FURTHER, CSIM MAKES NO WARRANTIES REGARDING THE SERVICES PROVIDED. CSIM AND ITS AFFILIATES AND AGENTS (INCLUDING THIRD PARTY SERVICE PROVIDERS) DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEB SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER ELECTRONIC SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CSIM OR THROUGH OR FROM THE WEB SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

LIMITATION OF LIABILITY AND INDEMNIFICATION

YOU AGREE TO INDEMNIFY AND HOLD CSIM AND ITS AFFILIATES, AGENTS, EMPLOYEES, AND LICENSORS (INCLUDING THE THIRD PARTY SERVICE PROVIDERS) HARMLESS FROM ANY CLAIM, DEMAND, LOSS, COSTS OR EXPENSE, INCLUDING ATTORNEYS' FEES, MADE BY ANY PERSON ARISING OUT OF YOUR VIOLATION OF THIS AGREEMENT, STATE OR FEDERAL SECURITIES LAWS OR REGULATIONS, OR ANY OTHER PERSON’S RIGHTS, INCLUDING BUT NOT LIMITED TO INFRINGEMENT OF ANY COPYRIGHT OR VIOLATION OF ANY PROPRIETARY OR PRIVACY RIGHT.

UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO A NEGLIGENT ACT, WILL CSIM OR ITS AFFILIATES, AGENTS, EMPLOYEES, OR LICENSORS (INCLUDING THIRD PARTY SERVICE PROVIDERS) BE LIABLE FOR ANY DAMAGES OF ANY KIND THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE WEB SITE, EVEN IF ANY SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

IN NO EVENT WILL CSIM OR ITS THIRD PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY TORT, CONTRACT OR ANY OTHER LIABILITY ARISING IN CONNECTION WITH THE USE OF THE WEB SITE, OR RELIANCE ON ANY INFORMATION OR SERVICES PROVIDED BY CSIM. CSIM AND ITS THIRD PARTY SERVICE PROVIDERS WILL UNDER NO CIRCUMSTANCES BE LIABLE TO YOU AND/OR ANY THIRD PARTY, REGARDLESS OF THE FORM OF ACTION, FOR ANY LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER, EVEN IF THOMASPARTNERS OR ITS THIRD PARTY SERVICE PROVIDERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. YOU AGREE THAT YOU WILL NOT IN ANY WAY HOLD THOMASPARTNERS RESPONSIBLE FOR ANY SELECTION OR RETENTION OF, OR THE ACTS OR OMISSIONS OF, THIRD PARTIES (INCLUDING THIRD PARTY SERVICE PROVIDERS) IN CONNECTION WITH THE SERVICES PROVIDED BY CSIM.

Because some states prohibit the limitation of liability for consequential or incidental damages, in such states the limitation of liability only with respect to consequential or incidental damages may not apply to you, and the respective liability of CSIM and its Third Party Service Providers, employees, distributors and agents is limited to the greatest extent allowable under applicable law in those states. In the event that a court or arbitration panel, as the case may be, should hold that the limitations of liabilities or remedies available as set forth in this Agreement, or any portions thereof, are unenforceable for any reason, or that any of your remedies under this Agreement fail then you expressly agree that under no circumstances will the total, aggregate liability of CSIM and its Third Party Service Providers, employees, distributors, agents or affiliates, to you or any party claiming by or through you for any cause whatsoever exceed $100 (U.S.), regardless of the form of action and whether in contract, statute, tort or otherwise.

RESTRICTIONS ON USE

Except as otherwise permitted by CSIM, no materials from this Web site or any site owned, operated, licensed or controlled by CSIM may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. You may download material displayed on the Web site for non-commercial, personal use. If you do so, you agree to retain all copyright and other proprietary notices contained on the materials. You may not use, distribute, modify, transmit, or post the content from the Web site for public or commercial purposes, including any text, images, audio, or video without CSIM’s written permission.

TRADEMARKS AND COPYRIGHTS

The Web site is owned by CSIM or its affiliates or agents (including the Third Party Service Providers) and are protected by United States copyright laws and international treaty provisions. All content, trademarks, services marks, trade names, logos, and icons are proprietary to CSIM or its affiliates, licensors or agents (including the Third Party Service Providers). Other third-party products and brand names may be trademarks or registered trademarks of their respective owners, and may not be affiliated with CSIM. Nothing contained on the Web site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the Web site without the written permission of CSIM or such third party that may own the trademarks displayed on the Web site. Your use of the trademarks displayed on the Web site, or any other content on the Web site, except as provided herein, is strictly prohibited.

Images displayed through the Web site are either the property of, or used with permission by, CSIM. You are prohibited from using or authorizing the use of these images unless specifically permitted under the TSOSA. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, or other regulations and statutes.

Pursuant to Section 512(c)(2) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, Charles Schwab Investment Management, Inc. designates an agent as described below, to receive notifications of claimed infringement:

Legal name and address of service provider:

Charles Schwab & Co., Inc.

3000 Schwab Way

Westlake, TX 76262

Name under which service provider does business:

Schwab Asset Management

Designated agent:

Legal Department

Designated agent's address:

Charles Schwab & Co., Inc.
3000 Schwab Way, Westlake, TX 76262

Telephone and e-mail address of designated agent:

Telephone: 312 517-3100
Email: mailto:trademarkandcopyright@schwab.com

It is our policy to terminate, in appropriate circumstances, subscribers and account holders who are repeat copyright infringers.

GOVERNING LAW

The TSOSA, and all future agreements you may enter into with CSIM, unless otherwise indicated on such other agreement, will be governed by the law of the state of California, without regard to conflicts of law principles thereof. This is the case regardless of whether you reside or transact business with CSIM in California or elsewhere. Unless a dispute would be governed by an applicable arbitration clause, you agree to submit to the personal and exclusive jurisdiction of the courts located within the City and County of San Francisco, California. If any part of the TSOSA is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.