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        STEPHEN T. COHEN

        stephen.cohen@dechert.com

        +1 202 261 3304 Direct

        +1 202 261 3024 Fax

May 21, 2025

VIA EDGAR

Filing Desk

Securities and
Exchange Commission

100 F Street, N.E.

Washington, DC
20549

Attn: Deborah L.
O’Neal

Re: Schwab Strategic
Trust (File Nos. 333-160595 and 811-22311) (the “Registrant”)

Dear Ms. O’Neal:

This
letter responds to the comments of the U.S. Securities and Exchange Commission (“SEC”) staff (“Staff”) on Post-Effective
Amendment (“PEA”) No. 175 to the Registrant’s registration statement on Form N-1A (“Registration Statement”)
under the Securities Act of 1933, as amended (“1933 Act”), and Amendment No. 177 under the Investment Company Act of
1940, as amended (the “1940 Act”), filed pursuant to Rule 485(a)(2) under the 1933 Act on March 14, 2025.
PEA No. 175 relates to the registration of shares of Schwab Government Money Market ETF (the
 “Fund”), which is a new series of the Registrant. The SEC staff’s (the “Staff”) comments were provided
by you to Phillip M. Garber of Dechert LLP on May 1, 2025.

Throughout this
letter, capitalized terms have the same meaning as in PEA No. 175, unless otherwise noted. A summary of the Staff’s comments,
followed by the responses of the Registrant, is set forth below:

 1. Comment:
                                            Has Registrant considered more prominent disclosure regarding settling its share transactions
                                            on a T+1 basis rather than the T+0 basis typically used for money market funds?

Response:
The Registrant does not currently expect to include more prominent disclosure regarding settling its share transactions on a T+1 basis.
The Registrant respectfully notes that money market funds are not required to settle share transactions on a T+0 basis and, indeed, many
do not settle share transactions on a T+0 basis.1

1 See e.g., BlackRock Summit
                                            Cash Reserves Fund, Prospectus (Aug. 22, 2023), available at https://www.sec.gov/ix?doc=/Archives/edgar/data/353281/000119312523217891/d475388d485bpos.htm;
                                            PGIM Government Money Market Fund, Prospectus (Sept. 29, 2023), available at https://www.sec.gov/ix?doc=/Archives/edgar/data/67590/000168386323006834/f36424d1.htm

    May 21, 2025

     Page 2

 2. Comment:
                                            Does the Fund expect to apply for access to the Federal Reserve’s Overnight Reverse
                                            Repurchase Agreement Facility?

Response:
The Registrant does not currently expect the Fund to apply for access to the Federal Reserve’s Overnight Reverse Repurchase Agreement
Facility at launch given the requirements for an SEC-registered money market fund to have a minimum size of $2 billion in net assets
or a minimum average outstanding amount of facility transactions of $500 million.

 3. Comment:
                                            Does the Fund expect its shares to be eligible for payment of collateral at clearinghouses,
                                            such as the Chicago Mercantile Exchange (“CME”), which accept shares from certain
                                            money market funds under the Interest Earning Facility 2 (“IEF 2”) Money Funds
                                            Program?

Response:
The Fund is aware of the CME’s IEF 2 Money Funds Program. The Fund does not anticipate that its shares will be eligible for payment
of collateral at clearinghouses, such as CME under its IEF 2 Money Funds Program, because the Fund would not meet all of the conditions
applicable to money market funds under Commodity Futures Trading Commission (“CFTC”) Regulation 1.25. Namely, the Fund likely
does not meet the condition under CFTC Regulation 1.25(c)(5) that a qualifying money market fund be legally obligated to redeem
an interest and to make payment in satisfaction thereof by the business day following a redemption request due to the manner in which
the Fund as an exchange-traded fund (“ETF”) issues and redeems Shares directly only in Creation Units. The Fund notes that,
to date, it does not appear that the CFTC has explicitly considered the eligibility of money market fund ETFs for these purposes. In
the event that the Fund’s operations align with CFTC regulatory requirements in the future, the Fund could apply to the CME for
inclusion in this voluntary program.

 4. Comment: Please
                                            confirm that the Fund will comply with the website posting requirements of Rule 6c-11
                                            and Rule 2a-7 under the 1940 Act.

Response:
The Registrant confirms that the Fund will comply with the website posting requirements of both Rule 6c-11 and Rule 2a-7.

 5. Comment:
                                            Does the Registrant expect an investment in the Fund to qualify as a “cash equivalent”
                                            for purposes of U.S. Generally Accepted Accounting Principles (“GAAP”)? Why or
                                            why not? How would this analysis change in a stressed market or a material liquidity event
                                            in the U.S. Treasury market, such as a debt ceiling impasse event?

    May 21, 2025

     Page 3

Response:
Because the Fund expects to qualify as a “government money market fund” pursuant to Rule 2a-7 under the 1940 Act, the
Registrant expects an investment in the Fund, under normal circumstances, to qualify as a “cash equivalent” for purposes
of GAAP, consistent with the Staff’s position.2 Under
GAAP, cash equivalents are defined as “short-term, highly liquid investments that are readily convertible to known amounts of cash
and that are so near their maturity that they present insignificant risk of changes in value because of changes in interest rates”
and a money market fund is included as an example of a cash equivalent.3
Furthermore, the Registrant does not believe that the Fund’s structure as an ETF would impact this analysis. Similar to other types
of money market funds, a stressed market or a material liquidity event may change this analysis if the Fund experiences credit or liquidity
issues, in which case an investment in the Fund may no longer qualify as a “cash equivalent.”

 6. Comment:
                                            How does the Fund intend to access the U.S. Treasury repurchase agreement market in light
                                            of the SEC’s adoption of rules requiring central clearing in the U.S. Treasury
                                            market?

Response:
Fund is aware of the SEC’s new rules requiring central clearing of U.S. Treasury repurchase agreements and the compliance
date thereunder on June 30, 2027. The Registrant expects that the Fund will be able to access the Fixed Income Clearing Corporation’s
(“FICC”) Sponsored Service based on an existing Sponsored Member Agreement between the Registrant and certain financial institutions.
The Fund may enter into agreements with other various intermediaries that are members of FICC in order to transact in cleared U.S. Treasury
repurchase agreements in FICC’s Sponsored Service. The Fund also will track developments with respect to other access models and
may consider also utilizing such models as they become available to registered funds.

 7. Comment:
                                            Please provide the Staff a copy of the completed “Fund fees and expenses” and
                                            “Example” tables for the Fund.

Response:
The completed “Fund fees and expenses” and “Example” tables is attached hereto at Appendix A.

 2  See
                                            SEC, Money Market Fund Reform; Amendments to Form PF, Rel. No. IC-31166 at section III.A.7.

 3  See
                                            FASB Accounting Standards Codification (“FASB ASC”) paragraph 305-10-20.

    May 21, 2025

     Page 4

 8. Comment:
                                            The prospectus states that Creation Units may be redeemed for cash or securities. If the
                                            Fund expects Creation Units will primarily be redeemed in exchange for cash, please disclose
                                            as a principal risk that the redemption of Creation Units in cash assets will incur certain
                                            costs, like brokerage and tax gains/losses, that might not be incurred if the Fund primarily
                                            redeemed Creation Units in kind.

Response:
The Registrant has added the following disclosure to the prospectus:

 a. Disclosure
                                            added to the “Principal Risks” section of the prospectus:

Cash
Transaction Risk. The fund issues and redeems shares at the fund’s NAV only in large blocks
of shares (Creation Units). Purchases and redemptions of Creation Units that are made primarily with cash, rather than through in-kind
delivery of portfolio securities, may cause the fund to incur additional costs that the fund may not have incurred if the fund had made
purchases or redemptions in-kind. To the extent that the transaction fees payable by the Authorized Participant do not offset the costs
associated with a cash transaction, the fund's performance may be negatively impacted.

 b. Disclosure
                                            added to the “More Information About Principal Risks” section of the prospectus:

Cash Transaction Risk.
The fund issues and redeems shares at the fund’s NAV only in Creation Units. Purchases and redemptions of Creation Units that
are made primarily with cash, rather than through in-kind delivery of portfolio securities, may cause the fund to incur
additional costs including brokerage costs and taxable capital gains or losses that the fund may not have incurred if the fund had made
purchases or redemptions in-kind. Accordingly, the fund may pay out higher annual capital gain distributions than a similar fund that
utilized an in-kind redemption process. The fund imposes transaction fees to offset all or a part of the costs associated with utilizing
cash as part of a creation or redemption transaction. To the extent that the transaction fees payable by the Authorized Participant do
not offset the costs associated with a cash transaction, the fund's performance may be negatively impacted.

    May 21, 2025

     Page 5

 9. Comment: Please
                                            bold the following statement included on page 3 of the prospectus: “Because fund
                                            shares trade at market prices rather than at NAV, fund shares may trade at a price greater
                                            than NAV (premium) or less than NAV (discount).”

Response:
The Registrant has made the requested change.

 10. Comment:
                                            Please bold the following statement included on page 4 of the prospectus: “Most
                                            individual investors, therefore, will not be able to purchase shares directly from the fund.”

Response:
The Registrant has made the requested change.

 11. Comment:
                                            The Staff notes that “operational risk” is disclosed as a principal risk under
                                            “More Information About Principal Investment Risks” but is not disclosed as a
                                            principal risk in the summary prospectus. If operational risk is not a principal risk, please
                                            remove the risk or consider moving it to the SAI.

Response:
The Registrant has moved the operational risk disclosure to the SAI.

 12. Comment:
                                            Please confirm the Fund will have an initial NAV of $100 dollars.

Response:
The Registrant confirms the Fund will have initial an initial NAV of $100 dollars, rounded to the sixth decimal.

 13. Comment:
                                            Please confirm Registrant intentionally included risk disclosures for non-publicly traded
                                            securities and private placements, promissory notes, puts and restricted securities in the
                                            SAI.

Response:
Registrant confirms these disclosures were intentionally included in the SAI.

 14. Comment: Page 7
                                            of the SAI states “[t]o the extent the fund invests, or has invested, in shares of
                                            other investment companies.” Please confirm whether the Fund plans to invest in other
                                            investment companies, and if so, please confirm whether affiliated fund fees and expenses
                                            (“AFFE”) must be disclosed in the Fund’s annual fund operating expense
                                            table.

Response:
The Registrant notes that the Fund may invest in other investment companies but does not currently anticipate that the Fund will incur
AFFE in an amount that requires AFFE to be presented as a separate line item in the Fund’s annual fund operating expense table.

    May 21, 2025

     Page 6

 15. Comment:
                                            Please confirm Registrant intentionally included risk disclosure for variable- and floating-rate
                                            debt securities in the SAI.

Response:
Registrant confirms this disclosure was intentionally included in the SAI.

 16. Comment:
                                            The Staff notes that the disclosure in the “Portfolio Holdings Disclosure” section
                                            of the SAI, under romanette (i), states that “the portfolio holdings will be kept confidential.”
                                            Please revise the disclosure to clarify that the Fund will disclose its portfolio holdings
                                            on a daily basis consistent with the portfolio holdings disclosure requirements under Rule 6c-11
                                            of the 1940 Act.

Response:
The Registrant notes that the disclosure identified by the Staff describes the general requirements of confidentiality provisions in
agreements with third parties under the joint policies and procedures adopted by the Fund and other funds in the Schwab fund complex.
The Registrant further notes that the SAI separately discloses that “each Schwab ETF discloses its portfolio holdings each business
day on its website before the opening of regular trading on the ETF’s primary listing exchange in accordance with the requirements
of Rule 6c-11 under the 1940 Act.” The Registrant believes that the disclosure accurately describes the Fund’s policies
and procedures and substantively complies with Form N-1A requirements regarding disclosure of portfolio holdings. Registrant therefore
respectfully declines to make the requested change.

 17. Comment:
                                            On page 25 of the Fund’s Statement of Additional Information, please delete the
                                            following disclosure: “(iv) acceptance of the Deposit Securities would have certain
                                            adverse tax consequences to the fund;” and “(vi) acceptance of the Fund
                                            Deposit would otherwise, in the discretion of the Trust or Schwab Asset Management, have