0001193125-16-432774 Sample Contracts

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SECOND AMENDED AND RESTATED DISTRIBUTION AGREEMENT December 11, 2015
Distribution Agreement • January 20th, 2016 • Charles Schwab Family of Funds • Massachusetts

This is to confirm that, in consideration of the agreements hereinafter contained, the undersigned, THE CHARLES SCHWAB FAMILY OF FUNDS (the “Trust”), a Massachusetts business trust, has agreed that CHARLES SCHWAB & CO., INC. (the “Distributor”), a corporation organized under the laws of California, shall be, for the period of this Agreement, the distributor of the units of beneficial interest of the investment portfolios of the Trust identified on Schedule A hereto (each a “Fund”, and collectively, the “Funds”), and that, at the request of the Trust and pursuant to a Shareholder Servicing and Sweep Administration Plan (the “Plan”) adopted by the Trust’s Board of Trustees, the Distributor may facilitate payments to service providers who provide services to shareholders of the Trust (“Clients”) who purchase shares of the Funds. Such units of beneficial interest are hereinafter called “Shares.”

SCHEDULE D INVESTMENT ADVISORY AGREEMENT FEES
Investment Advisory Agreement • January 20th, 2016 • Charles Schwab Family of Funds

The fees listed below are for services provided under this Agreement and are to be accrued daily and paid monthly in arrears:

FORM OF AMENDMENT TO AGREEMENT
Master Custodian Agreement • January 20th, 2016 • Charles Schwab Family of Funds

Reference is made to the Amended and Restated Master Custodian Agreement between us dated as of October 17, 2005, as amended and supplemented (the “Agreement”). Pursuant to the Agreement, this letter is to provide notice of the creation of the following additional Fund:

SCHEDULE A INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 20th, 2016 • Charles Schwab Family of Funds
January 20, 2016 Marie Chandoha President and CEO The Charles Schwab Family of Funds
Expense Limitation Agreement • January 20th, 2016 • Charles Schwab Family of Funds
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