FORM OF PURCHASE AGREEMENT

          The Charles Schwab Family of Funds (the "Trust"), a Massachusetts
business trust, and Charles Schwab & Co., Inc. ("Schwab"), a California
corporation, hereby agree as follows:

          1. The Trust hereby offers and Schwab hereby purchases 1 unit of
beneficial interest of the Sweep Shares of the series of shares known as the
Schwab Massachusetts Municipal Money Fund (such 1 unit of beneficial interest
being hereafter collectively known as "Share") at a price of $ 1.00 per Share.
Schwab hereby acknowledges purchase of the Share and the Trust hereby
acknowledges receipt from Schwab of funds in the amount of $1 for the Share of
the Trust in full payment for the Share. It is further agreed that no
certificate for the Share will be issued by the Trust.

          2. Schwab represents and warrants to the Trust that the Share is being
acquired for investment purposes and not with a view of the distribution
thereof.

          3. The names "The Charles Schwab Family of Funds" and "Trustees of The
Charles Schwab Family of Funds" refer, respectively, to the Trust created and
the Trustees as Trustees but not individually or personally, acting from time to
time under an Agreement and Declaration of Trust dated as of October 20, 1989,
as amended and restated on May 9, 1995, to which reference is hereby made and a
copy of which is on file at the Office of the Secretary of State of the
Commonwealth of Massachusetts and elsewhere as required by law, and to any and
all amendments thereto so filed or hereafter filed. The obligations of "The
Charles Schwab Family of Funds" entered into in the name or on behalf thereof by
any of the Trustees, representatives or agents are not made individually, but
only in such capacities, and are not binding upon any of the Trustees,
Shareholders or representatives of the Trust personally, but bind only the
assets of the Trust, and all persons dealing with any series of Shares of the
Trust must look solely to the assets of the Trust belonging to such series for
the enforcement of any claims against the Trust.

          IN WITNESS WHEREOF, the parties hereto have executed the Agreement as
of the __day of _____, ____.

Attest:                                  THE CHARLES SCHWAB FAMILY OF FUNDS

_______________________                  By:  __________________
                                         Name:  Jeff Lyons
                                         Title: Executive Vice President and
                                                Chief Operating Officer


Attest:                                  CHARLES SCHWAB & CO., INC.

_______________________                  By:  __________________
                                         Name:  Colleen M. Hummer
                                         Title: Senior Vice President