SCHWAB CHARLES FAMILY OF FUNDS
497, 1996-04-01
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<PAGE>   1
 
                             SCHWAB VALUE ADVANTAGE
                                 MONEY FUND(R)
 
                            PROSPECTUS APRIL 1, 1996
 
TO PLACE ORDERS AND FOR ACCOUNT INFORMATION: Contact your local Charles Schwab &
Co., Inc. ("Schwab") office, or call 800-2 NO-LOAD.
 
THE SCHWAB VALUE ADVANTAGE MONEY FUND, (the "Fund") is designed to provide you
with the highest possible current income consistent with the Fund's investment
objective while seeking to preserve your investment and provide you with
liquidity. The Fund is a diversified investment portfolio of The Charles Schwab
Family of Funds (the "Trust"), a no-load, open-end management investment
company.
 
ABOUT THIS PROSPECTUS: THIS PROSPECTUS PROVIDES YOU WITH CONCISE INFORMATION
THAT YOU SHOULD KNOW BEFORE YOU DECIDE IF THE FUND PROVIDES THE INVESTMENT
OPPORTUNITY YOU WANT. READ IT CAREFULLY, AND RETAIN IT FOR FUTURE REFERENCE. You
can find more detailed information in the Statement of Additional Information,
dated April 1, 1996 (and as may be amended from time to time). The Statement has
been filed with the SEC and is incorporated in this Prospectus by reference
(which means that it is legally considered part of this Prospectus even though
it is not printed here). This Prospectus may be available electronically by
using our Internet address: http://www.schwab.com. To receive a free paper copy
of this Prospectus or Statement of Additional Information, call Schwab at 800-2
NO-LOAD, 24 hours a day, or write the Fund at 101 Montgomery Street, San
Francisco, California 94104. TDD users may contact Schwab at 800-345-2550, 24
hours a day.
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                            PAGE
                                            ----
<S>                                         <C>
Key Features of the Fund...................   2
Summary of Expenses........................   2
Financial Highlights.......................   4
Matching the Fund to Your Investment
  Needs....................................   5
Investment Objective and Policies..........   5
Investment Techniques Used by the Fund.....   8
Organization and Management of the Fund....   9
  Management Functions
    and Responsibilities...................   9
  Operating Fees and Expenses..............  10
  Other Information........................  10
Investing in Shares of the Fund............  11
  How to Buy Shares........................  11
  How to Exchange Shares...................  14
  How to Sell Your Shares..................  14
Important Information about
  Your Investment..........................  16
  Dividends and Other Distributions........  16
  Income Tax Information...................  16
  How We Determine the Price of Your
    Shares.................................  16
  How the Fund Reports Performance.........  17
Glossary of Important Terms................  19
</TABLE>
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
 
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE.
<PAGE>   2
 
                            KEY FEATURES OF THE FUND
 
MAXIMUM CURRENT INCOME AND SAFETY. Our goal is to provide you with the highest
possible current income while preserving your investment and providing you with
quick access to your money. To achieve this goal, the Fund invests in
high-quality, short-term debt securities. (See "Investment Objective and
Policies.")
 
PRESERVATION OF INVESTMENT. The Fund seeks to maintain a stable net asset value
(known as the Fund's "NAV") of $1.00 per share.
 
READY ACCESS TO YOUR CASH. You can conveniently sell your shares of the Fund at
any time. Generally, your redemption check will be available the next Business
Day at your local Schwab office, or it can be mailed directly to you. (See
"Investing in Shares of the Fund - How to Sell Your Shares.")
 
LOW COST INVESTING. The Fund was designed with operating expenses well below the
industry average. (See "Matching the Fund to Your Investment Needs.")
Additionally, you pay no sales fee when you buy Fund shares. Fees may be charged
for balances and transactions under the required minimums.
 
PROFESSIONAL MANAGEMENT OF THE FUND. Charles Schwab Investment Management, Inc.
(referred to in this Prospectus as the "Investment Manager") currently manages
the mutual funds in the SchwabFunds Family(R), a family of 21 mutual funds with
over $35 billion in assets as of March 18, 1996. (See "Organization and
Management of the Fund - The Investment Manager.")
 
SHAREHOLDER SERVICES. Schwab's professional representatives are available
toll-free 24 hours a day at 800-2 NO-LOAD to service your account, or you can
call your local Schwab office during regular business hours. (See "Investing in
the Fund.")
 
CONVENIENT REPORTING. You receive one consolidated account statement for all of
your account activity that combines all of your mutual fund activity into one
report.
 
READING THIS PROSPECTUS. For your ease of reading, we have italicized certain
terms which have been included in the glossary at the end of this Prospectus. If
you are unsure of the meaning of any italicized term, check the glossary.
References to "you" and "your" in this Prospectus refer to prospective investors
and/or current shareholders, while references to "us," "our" and "our Fund"
refer to the Fund generally.
 
                              SUMMARY OF EXPENSES
 
ANNUAL OPERATING EXPENSES. Our Fund pays its own annual operating expenses from
its income and assets. These expenses include management fees paid to the
Investment Manager, transfer agency fees, and other expenses. These expenses
cover, for example, services such as investment research and management of the
portfolio, and maintaining shareholder records. Because these fees are paid from
the Fund's income and assets, they are factored into the price of the Fund's
shares and into the dividends paid to shareholders. As a shareholder, you are
not charged any of these fees directly.
 
YOUR FEES FOR BUYING AND SELLING SHARES. You pay no sales fee when you buy the
Fund's shares. Because the Fund is designed for high balance accounts, the
Transfer Agent charges a $5 administrative fee if you sell or exchange shares
worth less than $5,000. The Transfer Agent charges a $5 fee each month that your
Fund account balance falls below the required
 
                                        2
<PAGE>   3
$20,000 minimum, or below $15,000 for Individual Retirement Accounts and other
retirement accounts. The Transfer Agent will notify you in writing 15 days
before this fee is assessed in order to give you time to bring your account
balance up to the minimum amount.
The following fees (except the administrative fee) are stated as a percentage of
average net assets of the Fund.
 
<TABLE>
<S>                                  <C>
SHAREHOLDER TRANSACTION EXPENSES:
     Administrative Fee (1).......    $5.00
ANNUAL FUND OPERATING EXPENSES
  (AS A PERCENTAGE OF AVERAGE NET
  ASSETS):
     Management Fee (after fee
       reduction)(2)..............    0.35%
     12b-1 Fees...................     None
     Other Expenses (after fee
       reductions and/or expense
       reimbursements)(3).........    0.05%
                                     ------
TOTAL FUND OPERATING EXPENSES
  (3,4)...........................    0.40%
</TABLE>
 
(1) If you sell or exchange shares in an amount less than $5,000, you will be
    subject to a $5 administrative fee.
 
(2) This amount reflects a reduction by the Investment Manager, which is
    guaranteed through at least August 31, 1996. If there were no such
    reduction, the maximum management fee would be 0.46% of the Fund's average
    daily net assets.
 
(3) This amount reflects the guarantee by Schwab and the Investment Manager
    that, through at least August 31, 1996, the total fund operating expenses of
    the Fund will not exceed 0.40% of the Fund's average daily net assets.
    Without this guarantee, which was in effect during the fiscal year ended
    December 31, 1995, the Fund's other expenses and total operating expenses
    would have been 0.29% and 0.72%, respectively, of the Fund's average daily
    net assets.
 
(4) You may be charged a fee if applicable minimum balances are not maintained
    in your Schwab brokerage account or Schwab One(R) account. (See "Investing
    in the Fund - How to Buy Shares - Schwab Account Minimums and Associated
    Fees.") Schwab Individual Retirement Accounts with balances of $10,000 or
    more by September 15, 1996 will not be charged Schwab's $29 annual IRA
    account fee for the life of the account. Schwab Keogh plans are currently
    charged an annual fee of $45.
 
EXAMPLE. You would pay the following expenses on a $1,000 investment assuming
(1) 5% annual return; and (2) redemption at the end of each period.
 
<TABLE>
<CAPTION>
1 YEAR     3 YEARS     5 YEARS     10 YEARS
- ------     -------     -------     --------
<S>        <C>         <C>         <C>
  $4         $13         $22         $ 51
</TABLE>
 
THE PRECEDING TABLE IS AN EXAMPLE ONLY, AND DOES NOT REPRESENT PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THE EXPENSES SHOWN IN THE
EXAMPLE. This example reflects the guarantee by Schwab and the Investment
Manager that, through at least August 31, 1996, total operating expenses of the
Fund will not exceed 0.40% of the Fund's average daily net assets. Also, this
example does not include the $5 administrative fee on sales or exchanges of Fund
shares equal to or less than $5,000. Nor does this example include the $5
monthly fee charged on balances that fall below $20,000, or $15,000 for
Individual Retirement Accounts and other retirement accounts. Please remember,
that while this example assumes a 5% annual return on investment, the Fund's
actual return
 
                                        3
<PAGE>   4
may be more or less than the 5% annual return used in this example.
The purpose of the preceding table is to help you understand the various costs
and expenses you will bear directly or indirectly when you invest in the Fund.
(See "Organization and Management of the Fund - Operating Fees and Expenses.")
                              FINANCIAL HIGHLIGHTS

The following information has been audited by Price Waterhouse LLP, independent
accountants, whose unqualified report is included in our Statement of Additional
Information, which includes additional financial data and related notes. You can
get a free copy of this Statement by calling the telephone number or writing to
the address on the first page of this Prospectus. Using information in the
Fund's financial statements, we have prepared this table to show you information
such as investment income, dividends from investment income and the total
investment return.
 
<TABLE>
<CAPTION>
                           FOR THE PERIOD ENDED DECEMBER 31,
                     ---------------------------------------------
                        1995         1994        1993     1992(1)
                     ----------   ----------   --------   --------
<S>                  <C>          <C>          <C>        <C>
Net asset value
 at beginning
 of year............ $     1.00   $     1.00   $   1.00   $   1.00
Income from
 investment
 operations:
 Net investment
   income...........       0.06         0.04       0.03       0.02
 Net realized &
   unrealized gains
   (losses) on
   investment.......         --           --         --         --
                     ----------    ---------    -------    -------
 Total from
   investment
   operation........       0.06         0.04       0.03       0.02
</TABLE>
 
<TABLE>
<CAPTION>
                           FOR THE PERIOD ENDED DECEMBER 31,
                     ---------------------------------------------
                        1995         1994        1993     1992(1)
                     ----------   ----------   --------   --------
<S>                  <C>          <C>          <C>        <C>
Less distributions:
 Dividends from net
   investment
   income...........      (0.06)       (0.04)     (0.03)     (0.02)
 Dividends from
   realized
   gain on
   investments......         --           --         --         --
                     ----------    ---------    -------    -------
Total
 distributions......      (0.06)       (0.04)     (0.03)     (0.02)
                     ----------    ---------    -------    -------
Net asset value at
 end of period...... $     1.00   $     1.00   $   1.00   $   1.00
                     ==========    =========    =======    =======
Total return (%)....       5.80         4.09       3.02       2.33
Ratios/Supplemental
 data:
 Net assets at end
   of period
   (000's).......... $6,923,890   $3,731,629   $729,356   $319,024
 Ratio of expenses
   to average net
   assets (%).......       0.40         0.40       0.39       0.29*
 Ratio of net
   investment income
   to average net
   assets (%).......       5.63         4.40       2.97       3.27*
</TABLE>
 
(1) For the period from April 30, 1992 (commence- ment of operations) to
    December 31, 1992.
 
The Investment Manager and Schwab reduced a portion of their fees and absorbed
certain expenses in order to limit the Fund's ratio of operating expenses to
average net assets. Had these fees and expenses not been reduced and absorbed,
the ratio of expenses to average net assets for the periods ended December 31,
1995, 1994, 1993 and 1992 would have been 0.72%, 0.79%, 0.82% and 0.94%*,
respectively, and the ratio of net investment income to average net assets would
have been 5.31%, 4.01%, 2.54% and 2.62%*, respectively.
 
*Annualized
 
                                        4
<PAGE>   5
 
                           MATCHING THE FUND TO YOUR
                                INVESTMENT NEEDS
 
Because the Fund is designed for larger balance accounts and less frequent
shareholder transactions, we can keep the operating expenses lower than the
industry average, which helps provide more competitive yields. The table below
shows the Fund's total operating expenses compared to the industry average for
similar type funds.
 
<TABLE>
      <S>             <C>
          The Fund    Industry Average*
         ----------   ------------------
           0.40%            0.70%
</TABLE>
 
Note:  These amounts represent total operating expenses after fee waivers for
       first tier money funds, not including institutional money funds.
 
Our Fund invests in high-quality money market securities and is designed for
high current yields. Because shares of our Fund are held in your Schwab account,
the proceeds from redemptions you make are available for other investment
purchases you make in your account. Keep in mind, however, that because the Fund
is intended for larger balance accounts, you may be charged a fee for
redemptions or exchanges under the required minimum or if your balance falls
below the required minimum.
 
Schwab also offers a selection of "sweep" money funds with lower minimums which
automatically invest the uninvested cash balances in your Schwab account in a
Schwab money fund which you select. A "sweep" money fund may be more suitable
for providing income on fluctuating cash balances in your account in between
other investments.
 
* Fourth quarter industry averages as reported by IBC/Donoghue Quarterly Report
  on Money Fund Performance, 4th Quarter, 1995.
 
The Fund may be appropriate for a variety of investment programs which can be
long-term or short-term in nature. The Fund should not be a substitute for
building an investment portfolio tailored to your individual investment needs
and risk tolerance.
 
                              INVESTMENT OBJECTIVE
                                  AND POLICIES
 
Our Fund's investment objective is to provide maximum current income consistent
with liquidity and stability of capital. Because any investment involves risk,
we cannot guarantee achieving this objective. This investment objective is
fundamental.
 
To achieve this objective, we normally will invest in the following types of
U.S. dollar-denominated debt instruments, which our Investment Manager has
determined present minimal credit risk:
 
1. Bank certificates of deposit, time deposits or bankers' acceptances of
   domestic banks (including their foreign branches), U.S. branches of foreign
   banks, and foreign branches of foreign banks having capital, surplus and
   undivided profits in excess of $100 million.
 
2. Commercial paper rated in one of the two highest rating categories by
   Moody's, S&P, Duff, Fitch, or any other nationally recognized statistical
   rating organization (referred to in this Prospectus as an "NRSRO") and
   commercial paper or notes of issuers who have an outstanding unsecured debt
   issue that is currently rated in one of the two highest rating categories by
   any NRSRO. The obligation must also be on the same or
 
                                        5
<PAGE>   6
 
   a higher level of priority as the rated issue, and it must be collateralized
   to the same extent as the rated issue. We may also invest in other corporate
   obligations such as publicly traded bonds, debentures and notes rated in one
   of the two highest rating categories by any NRSRO, as well as other similar
   securities which, if unrated by any NRSRO, the Investment Manager, using
   guidelines approved by the Board of Trustees, determines to be at least equal
   in quality to one or more of the securities mentioned above. (For a
   description of the ratings, see "Appendix - Ratings of Investment Securities"
   in the Statement of Additional Information.)
 
3. Obligations of, or obligations guaranteed by, the United States government,
   the Canadian government or their agencies or instrumentalities.
 
4. Repurchase agreements involving obligations that are suitable for investment
   under the categories listed above.
 
PRIVATE PLACEMENT SECURITIES. We may invest in commercial paper that is exempt
from registration according to Section 4(2) of the Securities Act of 1933, and
that is resold to qualified institutional buyers under Securities Act Rule 144A
(known as "Section 4(2) paper").
 
Federal securities laws restrict the disposition of Section 4(2) paper. Such
commercial paper is generally sold to institutional investors who agree that
they are purchasing the paper for investment and not for public distribution.
Section 4(2) paper normally is resold to other institutional investors through
or with the assistance of the issuer or investment dealers who make a market in
the Section 4(2) paper, thus providing liquidity.
 
Because it is not possible to predict with assurance exactly how the market for
Section 4(2) paper will develop, our Investment Manager, pursuant to guidelines
approved by the Board of Trustees, will carefully monitor the Fund's investments
in these securities, focusing on such important factors, among others, as
valuation, liquidity and availability of information. Our Fund's liquidity could
be reduced if qualified institutional buyers become temporarily uninterested in
purchasing these restricted securities.
 
We will not invest more than 10% of our assets in Section 4(2) paper (and other
illiquid securities) unless our Investment Manager determines, by continuously
referring to the appropriate trading markets and following the guidelines
approved by the Board of Trustees, that any Section 4(2) paper we hold in excess
of this level is at all times liquid.
 
ASSET-BACKED COMMERCIAL PAPER. We may invest in asset-backed commercial paper.
Repayment of this type of commercial paper is intended to be obtained from an
identified pool of assets, including automobile receivables, credit card
receivables, and other types of receivables. Asset-backed commercial paper is
issued by a special purpose vehicle (usually a corporation) that has been
established for the purpose of issuing the commercial paper and purchasing the
underlying pool of assets. The issuer of the commercial paper bears the direct
risk of prepayment on the receivables constituting the underlying pool of
assets. Credit support for such asset-backed commercial paper may be based on
the underlying assets or it may be provided by a third party. Credit enhancement
techniques include letters of credit, insurance bonds, limited guarantees (which
are generally provided by the seller),
 
                                        6
<PAGE>   7
 
and over-collateralization. We apply the same quality requirements to
asset-backed commercial paper as we apply to other securities we purchase.
 
EURODOLLAR CERTIFICATES OF DEPOSIT AND FOREIGN SECURITIES. We may purchase
Eurodollar certificates of deposit. However, when purchasing such certificates
we will consider their marketability, any possible restrictions on international
currency transactions and any regulations imposed on such securities by the
domicile country of the issuer. The regulatory requirements that apply to
certificates of deposit issued by U.S. banks may not apply to Eurodollar
certificates. Income from such certificates may be subject to foreign taxes.
 
We may invest in securities of foreign issuers, or securities principally traded
overseas. Such securities may involve special risks because of foreign economic,
political and legal devel-opments, including changes in currency exchange rates,
regulations controlling the exchange of currency (including blocking any
exchange of currency), expropriation of assets or nationalization, imposition of
withholding taxes on dividend interest payments, and possible difficulty in
obtaining and enforcing judgments against foreign entities. Furthermore, issuers
of foreign securities are subject to different, often less comprehensive,
accounting, reporting and disclosure requirements than domestic issuers. The
securities of some foreign companies and foreign securities markets are less
liquid and at times more volatile than securities of comparable U.S. companies
and U.S. securities markets. Foreign brokerage commissions and other fees are
also generally higher than those imposed in the United States. There are also
special tax considerations that apply to securities of foreign issuers and
securities principally traded overseas.
 
VARIABLE RATE SECURITIES. We may invest in instruments which have interest rates
that are adjusted periodically, or which "float" continuously according to
formulas intended to minimize any fluctuation in the values of the instruments
("Variable Rate Securities"). The interest rate of Variable Rate Securities is
ordinarily determined by reference to, or is a percentage of, an objective
standard such as a bank's prime rate, the 90-day U.S. Treasury bill rate, or the
rate of return on commercial paper or bank certificates of deposit.
 
Generally, changes in the interest rate on Variable Rate Securities reduce the
fluctuation of their market value. Accordingly, as interest rates decrease (or
increase), Variable Rate Securities experience less capital appreciation (or
depreciation) than fixed-rate obligations.
 
Some Variable Rate Securities ("Variable Rate Demand Securities") allow the
purchaser to resell the securities at an amount approximately equal to amortized
cost, or to the principal amount plus accrued interest. Like other Variable Rate
Securities, the interest rate on Variable Rate Demand Securities varies
according to some objective standard that is intended to minimize fluctuations
in the values of the securities. We determine the maturity of Variable Rate
Securities in accordance with SEC rules.
 
ILLIQUID SECURITIES. We may purchase illiquid securities, including repurchase
agreements maturing in more than seven days, provided that no more than 10% of
our net assets valued at the time of the transaction are invested in such
securities.
 
GOVERNMENT SECURITIES. We may invest in government securities, including U.S.
Treasury notes, bills, and bonds, which are backed by the full faith and credit
of the U.S. Govern-
 
                                        7
<PAGE>   8
 
ment. Some securities issued by U.S. Government agencies or instrumentalities
are supported by the credit of the agency or instrumentality, for example, those
issued by the Federal Home Loan Bank, while others, such as those issued by the
Federal National Mortgage Association, Farm Credit System, and Student Loan
Marketing Association have an additional line of credit with the U.S. Treasury.
However, there is no guarantee that the U.S. Government will provide support to
such agencies or instrumentalities. Accordingly, such securities may involve
risk of loss of principal and interest.
 
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. We may purchase securities on a
"when-issued" or "delayed delivery" basis. When-issued or delayed delivery
securities are securities purchased for future delivery at a stated price and
yield. Generally, we will not pay for such securities or start earning interest
on them until we receive them. Securities purchased on a when-issued or delayed
delivery basis are recorded as an asset. The value of such securities may change
as the general level of interest rates changes.
 
We will not invest more than 25% of our assets in when-issued or delayed
delivery securities. We will not purchase such securities for speculative
purposes, and will expect to actually acquire the securities when we purchase
them. However, we reserve the right to sell any such securities before their
settlement dates, if our Investment Manager deems such a sale advisable.
 
REPURCHASE AGREEMENTS. We may invest in repurchase agreements, which are
instruments under which we acquire ownership of a security from a broker-dealer
or bank who then agrees to repurchase the security at a mutually agreed upon
time and price. The repurchase price, which is higher than the purchase price,
determines the security's yield during the time we hold it. Securities
underlying repurchase agreements may have maturities longer than one year.
 
If the seller of a repurchase agreement becomes bankrupt or otherwise defaults,
we might incur expenses in enforcing our rights and could experience losses,
including a decline in the value of the underlying securities and a loss of
income. We will enter into repurchase agreements only with banks and other
recognized financial institutions that our Investment Manager deems
creditworthy.
 
                           INVESTMENT TECHNIQUES USED
                                  BY THE FUND
 
MATURITY. We will purchase only securities that mature in 397 days or less, or
securities which have a variable rate of interest that is readjusted no less
frequently than every 397 days.
 
BORROWING POLICY. We may not borrow money except for temporary purposes to meet
redemption requests that could not otherwise be met without immediately selling
portfolio securities. We may borrow an amount up to one-third of the value of
our total assets and may pledge up to 10% of our net assets to secure such
borrowings. We will not borrow for leverage purposes. This borrowing policy is
fundamental.
 
LIMITATIONS ON INVESTMENTS. We are subject to the following limitations, which
apply to all our investments other than securities issued or guaranteed by the
U.S. Government, its agencies, and instrumentalities:
 
1. DIVERSIFICATION. Except as provided in this paragraph, we may not invest more
than 5% of the value of our total assets in the securities of
 
                                        8
<PAGE>   9
 
one issuer. However, we may invest more than 5% of our total assets in the First
Tier securities of a single issuer for a period of up to three Business Days
after the purchase thereof, provided further that we may not make more than one
investment in accordance with the foregoing proviso at any time. For purposes of
this limitation, a security is considered to be issued by the governmental
entity (or entities) whose assets and revenues back the security. In certain
circumstances, the guarantor of a security may also be considered to be an
issuer in connection with such a guarantee.
 
2. CONCENTRATION. As matter of fundamental policy, we will not invest 25% or
more of the value of our total assets in the securities of issuers conducting
their principal business activities in the same industry.
 
                                ORGANIZATION AND
                             MANAGEMENT OF THE FUND
 
                   MANAGEMENT FUNCTIONS AND RESPONSIBILITIES
 
GENERAL OVERSIGHT. Our Board of Trustees and officers meet regularly to review
our investments, performance, expenses and other business affairs.
 
THE INVESTMENT MANAGER. Our Investment Manager, Charles Schwab Investment
Management, Inc., manages our Fund, subject to the authority of the trustees and
officers of the Trust. Our Investment Manager, founded in 1989, is a wholly
owned subsidiary of The Charles Schwab Corporation and is the investment adviser
and administrator of the mutual funds in the SchwabFunds Family(R), a family of
21 mutual funds. As of March 18, 1996, the SchwabFunds(R) had aggregate net
assets in excess of $35 billion.
 
Through a professional staff of portfolio managers and securities analysts, our
Investment Manager provides us with a continuous investment program, including
general investment and economic advice regarding our investment strategies,
manages our investment portfolio, performs expense management, accounting, and
record keeping, and provides other services necessary to our operation.
 
TRANSFER AGENT AND SHAREHOLDER SERVICES.
Schwab serves as our Shareholder Services Agent and Transfer Agent. Schwab
provides information to our shareholders, reports share ownership and all
account activities, and responds to all inquiries from shareholders. Schwab also
distributes informational literature, and furnishes the office space and
equipment, telephone facilities, and personnel that is necessary in providing
shareholders services.
 
Schwab was established in 1971 and is one of America's largest discount brokers.
Schwab provides low-cost securities brokerage and related financial services to
over 3.3 million active customer accounts and has over 225 branch offices.
Schwab also offers convenient access to financial information services and
provides products and services that help investors make investment decisions.
Schwab is a wholly owned subsidiary of The Charles Schwab Corporation. Charles
R. Schwab is the founder, Chairman, Chief Executive Officer, and a Director of
The Charles Schwab Corporation and, as of March 8, 1996, was the beneficial
owner of approximately 21.1% of the outstanding shares of that corporation. Mr.
Schwab may be deemed to be a controlling person of Schwab and our Investment
Manager.
 
ACCOUNTANTS. Price Waterhouse LLP is our independent accountant. Their address
is
 
                                        9
<PAGE>   10
555 California Street, San Francisco, California 94104.
                          OPERATING FEES AND EXPENSES
 
For investment management services, under the terms of its Investment Advisory
and Administration Agreement with the Trust, our Fund pays a graduated annual
fee to the Investment Manager. This fee is based on the value of our Fund's
average daily net assets and is payable monthly by the Fund in the amount of
0.46% of the first $2 billion of the Fund's average daily net assets; 0.45% of
such assets over $2 billion but less than $3 billion; and 0.40% of such assets
over $3 billion.
 
Our Investment Manager guarantees that, through at least August 31, 1996, the
Fund's management fee will not exceed 0.35% of its average daily net assets, and
our Investment Manager and Schwab guarantee that the Fund's total fund operating
expenses will not exceed 0.40% of the Fund's average daily net assets. The
effect of this voluntary expense limitation is to maintain or increase the
Fund's total return to shareholders. For the fiscal year ended December 31,
1995, the Fund paid an investment management fee of 0.29% and total expenses of
0.40% (after waivers and reimbursements) of the Fund's average daily net assets.
The following expenses are not included as "operating expenses" for purposes of
this guarantee: interest expenses, taxes, and capital items such as costs of
purchase or sale of portfolio securities, including brokerage fees or
commissions.
 
For its services as Transfer Agent, Schwab receives an annual fee of 0.05% of
the Fund's average daily net assets. In addition, for shareholder services
provided, Schwab receives an annual fee of 0.20% of the Fund's average daily net
assets.
 
Schwab serves as our Fund's principal underwriter/distributor but receives no
compensation for this service. PNC Bank, N.A. is our Fund's custodian.
 
OTHER EXPENSES. The Trust pays the expenses of our Fund's operations, including
the fees and expenses for independent auditors, legal counsel, custodians, the
cost of maintaining books and records of account, taxes, registration fees, and
the fees and expenses of qualifying the Trust and its shares for distribution
under federal and state securities laws, and industry association membership
dues.
 
The Trust generally allocates these expenses among its individual investment
portfolios ("Series"), or classes of shares within these Series, in proportion
to their relative net assets at the time the expense is incurred. However,
expenses directly attributable to a Series or class of a Series will be charged
to that Series or class, respectively.
 
                               OTHER INFORMATION
 
The Trust was organized as a business trust under the laws of Massachusetts on
October 20, 1989, and may issue an unlimited number of shares of beneficial
interest or classes of shares in one or more Series. Currently the Trust offers
shares of nine Series, which may be organized into one or more classes of shares
of beneficial interest. The Board of Trustees may authorize the issuance of
shares of additional Series or classes, if it deems it to be desirable to do so.
Shares within each Series have equal, noncumulative voting rights and equal
rights as to distributions, assets and liquidation of such Series, except to the
extent such voting rights or rights as to distributions, assets and liquidation
vary among classes of a Series.
 
                                       10
<PAGE>   11
 
ANNUAL SHAREHOLDER MEETINGS. The Trust is not required to hold annual meetings
and does not intend to do so. It will, however, hold special meetings as
required or deemed desirable by the Board of Trustees for such purposes as
changing fundamental policies, electing or removing Trustees or approving or
amending an investment advisory agreement. In addition, a Trustee may be removed
by shareholders at a special meeting called upon written request of shareholders
owning in the aggregate at least 10% of the outstanding shares of the Trust.
 
YOUR VOTING RIGHTS. If we were to make changes to our management or fundamental
policies, you would be asked to vote as a shareholder because shareholders have
voting rights on these matters. If a meeting is held and you cannot attend, you
may vote by proxy. Before the meeting, we will send you proxy materials that
explain the issues to be decided and include a voting card for you to mail back.
You are entitled to one vote for each share owned. Unless permitted by the 1940
Act, shareholders vote by Series and not in the aggregate. For example, when
voting to approve an investment advisory agreement for a Series, only
shareholders of that Series may vote; when voting to elect Trustees,
shareholders of all the Series vote in the aggregate.
 
                        INVESTING IN SHARES OF THE FUND
 
You may place purchase and redemption orders as well as exchange requests by
telephone by calling your local Schwab office during regular business hours, or
by calling 800-2 NO-LOAD. The right to initiate transactions by telephone is
automatically available through your Schwab account. TDD users may contact
Schwab at 800-345-2550, 24 hours a day.
 
We will follow reasonable procedures to confirm that your telephone instructions
are genuine. If we follow telephone orders that we reasonably believe to be
genuine, we will not be liable for any losses you may experience. If we do not
follow reasonable procedures to confirm that your telephone order is genuine, we
may be liable for any losses you may suffer from unauthorized or fraudulent
orders. These procedures may include:
 
- - requiring a form of personal identification before we act upon any
  instructions received by telephone;
- - providing written confirmation of your telephone instructions; and
- - tape recording all telephone transactions.
 
You should remember that it may be difficult to reach us by telephone during
periods of drastic economic or market changes, when our phone lines become very
busy with calls from other investors. If you want to purchase, redeem or
exchange shares but have trouble reaching us by telephone, you may want to use
one of the other ways we offer for completing the transactions discussed below,
even though these procedures may mean that completing your transaction may take
longer.
 
To assist in minimizing administrative costs, share certificates will not be
issued. Records regarding share ownership are maintained by the Transfer Agent.
 
                               HOW TO BUY SHARES
 
OPENING A SCHWAB ACCOUNT. You may buy our shares only through a Schwab account.
You can open a Schwab account by completing the appropriate account application.
(Corporations and other organizations should contact a
 
                                       11
<PAGE>   12
Schwab office to find out the additional forms that must be completed to open an
account.)
Within your Schwab account, you have access to other investments available at
Schwab such as stocks, bonds and other mutual funds. Additionally, the
Securities Investor Protection Corporation (known as "SIPC") will provide
account protection up to $500,000 for your securities, including shares in the
Fund, which you hold in a Schwab account. However, SIPC account protection does
not protect you from any loss of principal due to market or economic conditions.
 
SCHWAB ACCOUNT MINIMUMS AND ASSOCIATED FEES. Schwab requires a $1,000 deposit
and account balance minimum to maintain a Schwab brokerage account ($500 for
custodial accounts.) A fee of $7.50 will be charged to Schwab brokerage accounts
that fall below this minimum for three consecutive months in any quarter. This
fee, if applicable, will be charged at the end of each quarter and will be
waived if there has been at least one commissionable trade within the last 6
months, or if the shareholder's combined account balances at Schwab total
$10,000 or more.
 
Schwab currently imposes no fee for opening a Schwab One(R) account with a
minimum of $5,000 account equity. Schwab One accounts containing less than
$5,000 account equity are subject to a fee of $5 per month imposed by Schwab if
there have been fewer than two commissionable trades within the last twelve
months. Note that, in addition to these Schwab One account minimums, there are
higher minimum investment and other requirements applicable to the Fund, which
are described below.
 
DEPOSITING FUNDS AND MEETING THE FUND'S INVESTMENT MINIMUMS. You may deposit
funds into your Schwab account by check, wire or many other forms of electronic
funds transfer (securities may also be deposited). You may also buy Fund shares
using electronic products such as StreetSmart(TM), The Equalizer(R) and
TeleBroker(R). All deposit checks should be made payable to Charles Schwab &
Co., Inc. If you would like to wire funds into your existing Schwab account,
please contact your local Schwab office for instructions.
 
The minimum initial investment in the Fund is $25,000, or $15,000 for an
Individual Retirement Account or other retirement plan. After you have bought
the minimum amount of shares for your initial investment, you can buy additional
shares in amounts of at least $5,000, or $2,000 for an IRA or other retirement
plan. The Transfer Agent imposes a $5 fee for each month your Fund account
balance falls below the required $20,000 minimum or $15,000 for an IRA or other
retirement plan. The Transfer Agent reserves the right to waive these minimums
from time to time for clients of Schwab Institutional, a division of Schwab, and
for certain other investors. See the Statement of Additional Information for
more details.
 
We, in our sole discretion and without prior notice to you, reserve the right to
reject orders to buy shares, to change the minimum investment requirements, and
to withdraw or suspend any part of the offering made by this Prospectus. In
particular, if you engage in excessive exchange or redemption activity, we
reserve the right to refuse your future orders to buy shares in order to
minimize the costs to the Fund associated with these practices. All orders to
buy shares must be accepted by us, and orders are not binding until we confirm
or accept them in writing. Schwab will charge your Schwab brokerage account a
$15 service fee for any check returned because of insuffi-
 
                                       12
<PAGE>   13
 
cient or uncollected funds, or because of a stop payment order.
 
WHEN YOU CAN BUY SHARES. You must have funds in your Schwab account in order to
buy our shares. Funds (including those which are transmitted by wire) received
by Schwab before 4:00 p.m. (Eastern time) can be used to buy our shares on that
day. Funds that arrive after that time can be used to buy shares the next
Business Day.
 
METHODS OF BUYING SHARES. Schwab offers you several convenient ways to purchase
Fund shares. You may choose the one that works best for you, and Schwab will
confirm execution of your purchase order.
 
BY TELEPHONE
You may use existing funds in your Schwab account to make initial and subsequent
share purchases. To place your order, call your local Schwab office during
regular business hours or 800-2 NO-LOAD, 24 hours a day. TDD users may contact
Schwab at 800-345-2550, 24 hours a day.
 
BY MAIL
You may direct that funds already in your Schwab account be used to make initial
and subsequent share purchases. Alternatively, your purchase instructions may be
accompanied by a check made out to Charles Schwab & Co., Inc., which will be
deposited into your Schwab account and used, as necessary, to cover all or part
of your purchase order.
 
Written purchase orders (along with any checks) should be mailed to Schwab at
101 Montgomery Street, San Francisco, CA 94104 or to your local Schwab office
and should:
 
- - reference your Schwab account number (inapplicable if a Schwab Account
  Application is also enclosed);
- - specify the name of the Fund and the dollar amount of shares you would like to
  purchase; and
- - (initial share purchase only) select one of the distribution options listed
  below.
 
ELECTRONICALLY
For more information regarding how to buy Fund shares electronically using
StreetSmart(TM), The Equalizer(R) and TeleBroker(R), call 800-2 NO-LOAD.
 
IN PERSON AT A SCHWAB OFFICE
Visit your local Schwab office where a representative will be happy to assist
you.
 
DISTRIBUTION OPTIONS. When you first buy our shares, you may choose one of the
two following distribution options:
 
     AUTOMATIC REINVESTMENT: All distributions will be reinvested in additional
     full and fractional shares of the Fund at the net asset value next
     determined on their payable date; or
 
     RECEIVE YOUR DIVIDENDS IN CASH: All distributions will be credited to your
     Schwab account on the date distributions are payable. If you choose to have
     your dividends mailed, a check normally will be mailed to you the Business
     Day after distributions are credited to your account.
 
To change the distribution option you have selected, call your local Schwab
office or 800-2 NO-LOAD.
 
                                       13
<PAGE>   14
 
You can request that your Schwab office wire funds from your Schwab account to
your bank account. There is a $15 fee for each wire transfer of funds.
 
                             HOW TO EXCHANGE SHARES
 
You can exchange your SchwabFunds(R) shares for shares of other SchwabFunds
Series or classes available to investors in your state provided you meet the
minimum initial or subsequent investment requirements and any other requirements
relating to the Series or class of shares you wish to purchase. Thus, you can
conveniently modify your investments if your goals or market conditions change.
The Transfer Agent will charge you a $5 administrative fee if you are exchanging
less than $5,000 of our shares.
 
We reserve the right to modify, limit, or terminate the exchange privilege upon
60 days' written notice. For federal income tax and other purposes, an exchange
is treated as a sale of your shares and a purchase of other shares.
 
BY TELEPHONE
We need the following information in order to process your telephone exchange
request:
 
- - your Schwab account number and your name for verification;
- - the number of our shares you want to exchange and the name of the fund from
  which you are exchanging shares;
- - the name of the fund and class, if applicable, into which you want to exchange
  shares; and
- - the distribution option you select.
 
BY MAIL
You can also exchange shares by writing to your local Schwab office or to the
address on the cover of this Prospectus.
 
We need the following information in a letter from you in order to process your
mail exchange request:
 
- - your Schwab account number;
- - the number of our shares you want to exchange and the name of the fund from
  which you are exchanging shares;
- - the name of the fund and class, if applicable, into which you want to exchange
  shares;
- - the signature of at least one of the registered Schwab account holders of your
  account in the exact form specified in the account; and
- - the distribution option you select.
 
Once mailed, an exchange request is irrevocable and may not be modified or
cancelled.
 
ELECTRONICALLY
For more information regarding how to exchange Fund shares electronically using
StreetSmart(TM), The Equalizer(R), and TeleBroker(R), please call 800-2 NO-LOAD.
 
IN PERSON AT A SCHWAB OFFICE
You can also request an exchange in person at your local Schwab office.
 
                            HOW TO SELL YOUR SHARES
 
You can sell your shares at any time by telephone, by mail, electronically, or
in person, subject to the following terms and conditions:
 
- - if you bought your shares by check, we will send you your money as soon as
  your check clears your bank, which may take up to 15 days;
 
                                       14
<PAGE>   15
 
- - depending on the type of Schwab account you have, your money may earn interest
  during any holding period;
- - you will receive the dividends declared for the day on which you sell your
  shares;
- - we will have a check for your shares at your local Schwab office on the
  Business Day after the Transfer Agent receives proper instructions to sell
  your shares;
- - a check will normally be mailed to you on the Business Day following the sale
  of your shares if you specifically request that it be mailed; and
- - we may suspend the right to sell shares or postpone payment for a sale of
  shares when trading on the New York Stock Exchange (the "Exchange") is
  restricted, the Exchange is closed for any reason other than its normal
  weekend or holiday closings, emergency circumstances as determined by the SEC,
  or for any other circumstances as the SEC may permit.
 
The Transfer Agent will charge you a $5 administrative fee if you sell shares
equal to or less than $5,000 and may sell additional shares from your account to
pay the administrative fee. The Transfer Agent will waive this minimum for
certain clients of Schwab Institutional, a division of Schwab, and for certain
other investors. See the Statement of Additional Information for more details.
 
NON-SWEEP LIQUIDATION POLICY. If no cash assets or margin credit balance is
available in your Schwab Account, Schwab will redeem shares of the Fund without
prior notification to you to cover (a) debits in your account resulting from
transactions in securities; (b) payment of your Schwab One(R) checks; (c)
payment of charges made on your Visa(R) debit card; (d) purchases made under an
Automatic Investment Plan; and (e) electronic fund transactions. Schwab may
charge you a $10 fee each time Schwab must redeem your shares in one of these
circumstances.
 
If your account contains more than one Value Advantage Investment, shares will
be redeemed from the Value Advantage Investment in your account with the highest
balance at the time of the settlement of the transaction. If those shares are
insufficient to satisfy the total amount due, then the Value Advantage
Investment with the next highest balance in your account will be used until no
Value Advantage Investment remains in your account. If the sum of the Value
Advantage Investments you own is insufficient to satisfy the total amount due,
none of your shares will be redeemed.
 
For redemptions made under the circumstances outlined above, you will not be
charged an administrative fee for redemptions which are less than the amount
required to satisfy the Fund's minimum redemption requirement.
 
BY TELEPHONE
You can sell your shares by telephone by calling your local Schwab office during
regular business hours, or by calling 800-2 NO-LOAD. TDD users may contact
Schwab at 800-345-2550, 24 hours a day.
 
We need the following information in order to process your telephone sale
request:
 
- - your Schwab account number and your name for verification;
- - the number of shares you want to sell; and
- - the name of the fund from which you are selling shares.
 
                                       15
<PAGE>   16
 
BY MAIL
You can also sell your shares by writing to your local Schwab office or to the
address on the cover of this Prospectus.
 
We need the following information in a letter from you in order to process your
mail redemption request:
 
- - your Schwab account number;
- - the name of the fund from which you are selling shares;
- - the number of shares you want to redeem; and
- - the signature of at least one of the registered Schwab account holders of your
  account in the exact form specified in the account.
 
Once mailed, a redemption request is irrevocable and may not be modified or
cancelled. 
ELECTRONICALLY
For more information regarding how to sell Fund shares electronically using
StreetSmart(TM), The Equalizer(R), and TeleBroker(R), please call 800-2 NO-LOAD.
 
IN PERSON AT A SCHWAB OFFICE
You can also request a sale of shares in person at your local Schwab office.
 
                             IMPORTANT INFORMATION
                             ABOUT YOUR INVESTMENT
 
                       DIVIDENDS AND OTHER DISTRIBUTIONS
 
Each Business Day we determine the Fund's net investment income, which we
compute by subtracting the Fund's expenses for that day from the amount the Fund
earned on its investments on that day. We declare dividends from this net
investment income each Business Day for those who were shareholders of record at
the previous net asset value calculation. We pay, or reinvest, dividends on the
15th day of each month, if it is a Business Day. If the 15th day of the month is
not a Business Day, we pay dividends on the next Business Day with the exception
of the dividend scheduled to be paid in December, which is paid on the last
Business Day in December.
 
                             INCOME TAX INFORMATION
 
The following is only a very brief summary of some of the federal income tax
consequences that affect the Fund and its shareholders. Therefore, it is
important that you consult with advisers about your own tax situation.
 
The Fund has qualified as a regulated investment company under the Code. In
order for the Fund to continue to so qualify, we will distribute to the Fund's
shareholders on a current basis substantially all of the Fund's net investment
income and net capital gains, if any, and we will cause the Fund to meet certain
other requirements. As a regulated investment company, the Fund will pay no
federal income taxes to the extent that it distributes earnings to its
shareholders.
 
All distributions we make that are attributable to taxable interest or
short-term capital gains are taxable to shareholders as ordinary income.
Reinvested distributions will be taxable as if they had been received by
shareholders in cash.
 
We will provide you with a record of all dividends, distributions, purchases,
and sales on your regular Schwab brokerage account statement. At least once a
year we will notify you of the federal income tax consequences of all
distributions made that year to your account.
 
                   HOW WE DETERMINE THE PRICE OF YOUR SHARES
 
The price of a share is its net asset value, which we determine each Business
Day at the close of
 
                                       16
<PAGE>   17
 
trading on the Exchange, generally at 4:00 p.m., Eastern time. We determine the
price of a share by adding our total assets, subtracting any liabilities, and
then dividing the resulting number by the amount of shares outstanding. Purchase
or redemption orders and exchange requests will be executed at the Net Asset
Value next determined after receipt and verification by the Transfer Agent or
its authorized agent. While we try to maintain our net asset value at a constant
$1 per share, we cannot guarantee this value.
 
We do not price the securities in our portfolio at market value. Instead, we
value our portfolio securities at the price we paid when we bought them,
adjusting this price to reflect amortization of premium or any discount. After
using this amortized cost method to determine the value of our investments, we
then compare this value with the market value of our investments.
 
We calculate the market value of our investments using one of the following
three methods: (1) we may use actual quotations provided by third-party pricing
services or market makers; (2) we may estimate the market value of the
instruments; or (3) we may use a value obtained from the yield data (published
by reputable sources) of money market instruments that are comparable to the
securities we are valuing, using the mean between the bid and asked prices for
the instruments as the value of the instruments.
 
If a deviation of 1/2 of 1% or more between our net asset value per share as
calculated by market values and our $1 per share amortized cost value, or if
there is any other deviation which the Board of Trustees believes would result
in a material dilution to shareholders or purchasers, the Board of Trustees will
promptly consider what action, if any, should be taken.
 
                        HOW THE FUND REPORTS PERFORMANCE
 
From time to time, we may advertise our yield and effective yield. Our actual
performance will, of course, vary from year to year, and past performance in no
way represents or guarantees future performance. How we perform in any given
year will depend on the type and quality of securities in which we invest, the
market, and our operating expenses.
 
YIELD. When we calculate our yield, we make some hypothetical assumptions about
how we will do for one year. Using the income generated over one 7-day period by
a hypothetical investment, we assume that this amount of income is generated
each week for one year. This income for the year is then shown as a percentage
of our hypothetical investment. (See the section entitled "Yield" in the
Statement of Additional Information for more information.)
 
EFFECTIVE YIELD. We calculate effective yield the same way, but we assume that
the income generated by our hypothetical investment is compounded weekly over
our hypothetical year. Because of the effect of compounding, the effective yield
will be slightly higher than the yield.
 
COMPARING THE FUND'S PERFORMANCE WITH OTHER FUNDS. We may compare the
performance of our Fund with the performance of other mutual funds by comparing
the ratings of mutual fund rating services, various indices of investment
performance, United States Government obligations, bank certificates of deposit,
the consumer price index, and other investments for which reliable data is
available.
 
                     ANNUAL AND SEMI-ANNUAL REPORT MAILINGS
 
Twice a year, we will provide a report to all shareholders describing our
performance and
 
                                       17
<PAGE>   18
 
outlining the investments held in the portfolio. In order to reduce mailing
costs, we consolidate these shareholder mailings by household. If a household
has multiple accounts and the same address of record for all the accounts, we
will send mailings for all accounts at that address in a single package. If you
do not want this consolidation of mailings to apply to your account, please
write to SchwabFunds(R) at the address on the front of this Prospectus. To
request a free copy of our Annual Report (or Semi-Annual Report) to
Shareholders, call your local Schwab office or call 800-2 NO-LOAD.
 
                                       18
<PAGE>   19
 
                          GLOSSARY OF IMPORTANT TERMS
 
AMORTIZED COST METHOD: the method of calculating a money market mutual fund's
net asset value whereby portfolio securities are valued at the fund's
acquisition cost, as adjusted for amortization or premium or accretion of
discount, rather than at their value based on current market factors.
 
ANNUALIZED: calculated to represent a year; a statement produced by calculating
financial results covering less than a year to show what would happen if the
results were hypothetically extended to cover an entire year.
 
BUSINESS DAY: any day both the Federal Reserve Bank of New York and the New York
Stock Exchange are open for business. A Business Day normally begins at 9:30
a.m. (Eastern time) when the Exchange opens and usually ends at 4 p.m. (Eastern
time) when the Exchange closes.
 
CAPITAL GAIN OR LOSS: the increase or decrease in the value of a security
relative to the original purchase price. A gain is realized when the security
that has increased in value is sold. If a security is held for more than 12
months and then sold at a profit, that profit is a realized long-term capital
gain. If it is sold at a profit after being held for less than 12 months, that
profit is a realized short-term capital gain.
 
CODE: The Internal Revenue Code of 1986, as amended.
 
COMMERCIAL PAPER: unsecured debt obligations issued by businesses and sold at a
discount but redeemed at par within 2 to 270 days.
 
DISTRIBUTION: payment the fund makes to shareholders. There are two kinds of
distributions: dividends, or the profits (after expenses) from the fund's
investments, and capital gains distributions.
 
DUFF: Duff & Phelps Credit Rating Co., an NRSRO.
 
FITCH: Fitch Investor Services, Inc., an NRSRO.
 
FUND: The Schwab Value Advantage Money Fund.
 
FUNDAMENTAL: a policy that cannot be changed without the approval of a majority
(as defined in the 1940 Act) of the shareholders of a fund.
 
HIGH-QUALITY: rated in one of the two highest ratings categories assigned by any
NRSRO.
 
INVESTMENT MANAGER: Charles Schwab Investment Management, Inc.
 
LIQUIDITY: ability to convert assets into cash or cash equivalents within seven
days at a fair value.
 
MATURITY: the date on which the principal of a debt obligation such as a bond
comes due and must be repaid.
 
MONEY MARKET INSTRUMENT: short-term, liquid debt such as Treasury bills and
commercial paper, which is sold at a discount but redeemed at par. See
Commercial Paper.
 
MOODY'S: Moody's Investors Service, an NRSRO.
 
NET ASSET VALUE (NAV): on a per share basis, the value of one share in the Fund.
This value is determined by adding the total Fund assets, subtracting all
liabilities, and then dividing the resulting number by the number of shares
outstanding.
 
1940 ACT: the Investment Company Act of 1940, as amended.
 
                                       19
<PAGE>   20
 
NONCUMULATIVE VOTING RIGHTS: the right of a shareholder to vote only the number
of shares owned at the time of voting.
 
NRSRO: a Nationally Recognized Statistical Rating Organization, such as Moody's,
S&P, Duff or Fitch.
 
PORTFOLIO: the total stocks, bonds, and other securities held by an individual
investor, a mutual fund, or a financial institution.
 
PRINCIPAL: capital; the original value of an investment or a debt; the face
value of a bond.
 
RISK: the possibility of losing all or part of an investment, that the value of
the investment will decrease, or that the investor will receive little or no
return on the investment.
 
S&P: Standard & Poor's Corporation, an NRSRO.
 
SCHWAB: Charles Schwab & Co., Inc. 101 Montgomery Street, San Francisco, CA
94104.
 
SECURITIES AND EXCHANGE COMMISSION (SEC): established by Congress to administer
the Securities Act of 1933 and other securities-related laws.
 
SECURITIES INVESTOR PROTECTION CORPORATION (SIPC): a government sponsored
private corporation that insures securities accounts held in brokerages for up
to $500,000 in the event of the bankruptcy or financial failure of the
brokerage. The insurance does not cover loss due to financial risk.
 
SHORT-TERM: with respect to the Fund's portfolio investments, maturing in 397
days or less.
 
TRANSFER AGENT: Charles Schwab & Co., Inc., 101 Montgomery Street, San
Francisco, CA 94104.
 
TRUST: The Charles Schwab Family of Funds.
 
YIELD: the dividend or interest paid by a security. The yield is calculated as a
percentage of the security's current market price. A stock selling for $80 per
share and paying dividends of $6.40 is yielding 8 percent ($6.40 / $80 = .08).
Likewise, a bond with a par or face value of $1,000 and a 9 percent interest
rate selling for $600 is yielding 15 percent ($90 / $600 = .15). Interest on a
bond is always based on the par or face value of the bond, while the yield or
return is based on the market price.
- ------------------------------------------------------
NO ONE HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY STATEMENTS
ABOUT THIS OFFERING OTHER THAN THE INFORMATION CONTAINED IN THIS PROSPECTUS AND
IN OFFICIAL SALES MATERIALS. IF ANYONE GIVES ANY OTHER INFORMATION OR MAKES ANY
OTHER REPRESENTATIONS, DO NOT RELY ON SUCH INFORMATION OR REPRESENTATIONS.
- ------------------------------------------------------
THIS PROSPECTUS IS NOT AN OFFER IN ANY STATE IN WHICH SUCH AN OFFER MAY NOT
LAWFULLY BE MADE, NOR IS IT AN OFFER TO ANY PERSON TO WHOM SUCH AN OFFER MAY NOT
LAWFULLY BE MADE.
- ------------------------------------------------------
 
                                       20
<PAGE>   21
 
              THIS SPACE RESERVED FOR YOUR COMMENTS AND QUESTIONS.
              A SCHWAB REPRESENTATIVE WILL BE HAPPY TO ASSIST YOU.
<PAGE>   22
 
              THIS SPACE RESERVED FOR YOUR COMMENTS AND QUESTIONS.
              A SCHWAB REPRESENTATIVE WILL BE HAPPY TO ASSIST YOU.
<PAGE>   23
 
              THIS SPACE RESERVED FOR YOUR COMMENTS AND QUESTIONS.
              A SCHWAB REPRESENTATIVE WILL BE HAPPY TO ASSIST YOU.
<PAGE>   24
 
SCHWAB VALUE
ADVANTAGE
MONEY FUND(R)
 
PROSPECTUS April 1, 1996
 
                               [SchwabFunds Logo]
 
840-6 (4/96) CRS 3918 Printed on recycled paper
[SchwabFunds Logo]
101 Montgomery Street
San Francisco, California 94104
<PAGE>   25
 
                               SCHWAB MONEY FUNDS
 
                        VALUE ADVANTAGE INVESTMENTS(TM)
                         SCHWAB TAX-EXEMPT MONEY FUND -
                           VALUE ADVANTAGE SHARES(TM)
                   SCHWAB CALIFORNIA TAX-EXEMPT MONEY FUND -
                           VALUE ADVANTAGE SHARES(TM)
                    SCHWAB NEW YORK TAX-EXEMPT MONEY FUND -
                           VALUE ADVANTAGE SHARES(TM)
 
                            PROSPECTUS APRIL 1, 1996
 
TO PLACE ORDERS AND FOR ACCOUNT INFORMATION: Contact your local Charles Schwab &
Co., Inc. ("Schwab") office, or call 800-2 NO-LOAD.
 
THE SCHWAB TAX-EXEMPT MONEY FUND (THE "TAX-EXEMPT FUND"), SCHWAB CALIFORNIA
TAX-EXEMPT MONEY FUND (THE "CALIFORNIA FUND"), AND SCHWAB NEW YORK TAX-EXEMPT
MONEY FUND (THE "NEW YORK FUND") (the "Funds") are designed to provide you with
the highest possible current income consistent with each Fund's investment
objective while seeking to preserve your investment and provide you with
liquidity. As a matter of fundamental policy, the Tax-Exempt Fund is a
diversified investment portfolio, and the New York Fund and California Fund are
non-diversified investment portfolios, of The Charles Schwab Family of Funds
(the "Trust"), a no-load, open-end management investment company. Shares of the
California Fund are offered to California residents and the residents of
selected other states. Shares of the New York Fund are offered to New York
residents and the residents of selected other states. This Prospectus relates to
the Value Advantage Shares of each Fund. For a prospectus describing the other
class of shares of the Fund (the "Sweep Shares"), call your local Schwab office
or 800-2 NO-LOAD.
 
ABOUT THIS PROSPECTUS: THIS PROSPECTUS PROVIDES YOU WITH CONCISE INFORMATION
THAT YOU SHOULD KNOW BEFORE YOU DECIDE IF THE FUNDS PROVIDE THE INVESTMENT
OPPORTUNITY YOU WANT. READ IT CAREFULLY, AND RETAIN IT FOR FUTURE REFERENCE. You
can find more detailed information in the Statement of Additional Information,
dated April 1, 1996 (and as may be amended from time to time). The Statement has
been filed with the SEC and is incorporated in this Prospectus by reference
(which means that it is legally considered part of this Prospectus even though
it is not printed here). This Prospectus may be available electronically by
using our Internet address: http://www.schwab.com. To receive a free paper copy
of this Prospectus or Statement of Additional Information, call Schwab at 800-2
NO-LOAD, 24 hours a day, or write the Funds at 101 Montgomery Street, San
Francisco, California 94104. TDD users may contact Schwab at 800-345-2550, 24
hours a day.
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                          PAGE
                                          ----
<S>                                       <C>
Key Features of the Funds................   2
Summary of Expenses......................   3
Financial Highlights.....................   4
Matching the Funds to Your
  Investment Needs.......................   5
Investment Objectives and Policies.......   6
Investment Techniques Used by the
  Funds..................................  11
Special Risk Considerations..............  12
Organization and Management
  of the Funds...........................  13
Investing in Shares of the Funds.........  16
Important Information About
  Your Investment........................  21
Glossary of Important Terms..............  25
</TABLE>
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
 
AN INVESTMENT IN EACH FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THERE CAN BE NO ASSURANCE THAT ANY OF THE FUNDS WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
<PAGE>   26
 
                           KEY FEATURES OF THE FUNDS
 
MAXIMUM CURRENT INCOME AND SAFETY. Our goal is to provide you with the highest
possible current income consistent with the investment objectives of each Fund
while preserving your investment and providing you with quick access to your
money. To achieve this goal, the Funds invest in high-quality, short-term debt
securities. The Tax-Exempt Fund seeks to provide you with current income that is
exempt from Federal income taxes. The California Fund seeks to provide you with
current income that is exempt from Federal income taxes and California personal
income taxes. The New York Fund seeks to provide you with current income that is
exempt from Federal income taxes and personal income taxes imposed by New York
State and New York municipalities. (See "Investment Objectives and Policies.")
 
PRESERVATION OF INVESTMENT. Each Fund seeks to maintain a stable net asset value
(known as the Fund's "NAV") of $1.00 per share.
 
READY ACCESS TO YOUR CASH. You can conveniently sell your shares of any Fund at
any time. Generally, your redemption check will be available the next Business
Day at your local Schwab office, or it can be mailed directly to you. (See
"Investing in Shares of the Funds - How to Sell Your Shares.")
 
LOW COST INVESTING. The Value Advantage Shares of the Funds were designed with
operating expenses well below the industry average. (See "Matching the Funds to
Your Investment Needs.") Additionally, you pay no sales fee when you buy shares
of the Funds. Fees may be charged for balances and transactions under the
required minimums.
 
PROFESSIONAL MANAGEMENT OF THE FUNDS.
Charles Schwab Investment Management, Inc. (referred to in this Prospectus as
the "Investment Manager") currently manages the mutual funds in the SchwabFunds
Family(R), a family of 21 mutual funds with over $35 billion in assets as of
March 18, 1996. (See "Organization and Management of the Funds - The Investment
Manager.")
 
SHAREHOLDER SERVICES. Schwab's professional representatives are available
toll-free 24 hours a day at 800-2 NO-LOAD to service your account, or you can
call your local Schwab office during regular business hours. (See "Investing in
Shares of the Funds.")
 
CONVENIENT REPORTING. You receive one consolidated account statement for all of
your account activity that combines all of your mutual fund activity into one
report.
 
READING THIS PROSPECTUS. For your ease of reading, we have italicized certain
terms which have been included in the glossary at the end of this Prospectus. If
you are unsure of the meaning of any italicized term, check the glossary.
References to "you" and "your" in this Prospectus refer to prospective investors
and/or current shareholders, while references to "us", "our", or "our Funds"
refer to the Value Advantage Shares or to the three Funds generally.
 
SPECIAL RISK CONSIDERATIONS. An investment in any of the Funds is subject to
certain risks arising out of each such Fund's investments in Municipal
Securities issued by a single state, municipal leases, participation interests
and certain other securities, as discussed in this Prospectus. (See "Investment
Techniques Used by the Funds" and "Special Risk Considerations" for more
information.)
 
                                        2
<PAGE>   27
 
                              SUMMARY OF EXPENSES
ANNUAL OPERATING EXPENSES. Each class of our Funds incurs its own annual
operating expenses. These expenses include management fees paid to the
Investment Manager, transfer agency fees, and other expenses. These expenses
cover, for example, services such as investment research and management of the
portfolios, and maintaining shareholder records. Because these fees are paid
from the income of the Value Advantage Shares of each Fund, they are factored
into the dividends paid to holders of Value Advantage Shares. As a shareholder,
you are not charged any of these fees directly.
YOUR FEES FOR BUYING AND SELLING SHARES. You pay no sales fee when you buy
shares of our Funds. Because the Value Advantage Shares of the Funds are
designed for individuals who maintain high balances in their Schwab accounts,
the Transfer Agent charges a $5 administrative fee if you sell or exchange
shares worth less than $5,000. The Transfer Agent also charges a $5 fee each
month that your Fund account balance falls below the required $20,000 minimum.
The Transfer Agent will notify you in writing 15 days before this fee is
assessed in order to give you time to bring your account balance up to the
minimum amount.
 
The following fees (except the administrative fee) are stated as a percentage of
the average net assets of the Value Advantage Shares of each Fund.
 
<TABLE>
<CAPTION>
                            TAX-EXEMPT  CALIFORNIA  NEW YORK
                               FUND        FUND       FUND
                            ----------  ----------  --------
<S>                         <C>         <C>         <C>
SHAREHOLDER TRANSACTION
 EXPENSES:
Administrative Fee(1).......    $5.00      $5.00      $5.00
ANNUAL FUND OPERATING
  EXPENSES
  (AS A PERCENTAGE OF
  AVERAGE NET ASSETS):
  Management Fee (after fee
    reduction)(2)...........    0.20%      0.19%      0.20%
  12b-1 Fees................     None       None       None
  Other Expenses (after
    fee reductions
    and/or expense
    reimbursements(3,4).....    0.25%      0.26%      0.25%
                            ----------  ----------  --------
TOTAL FUND OPERATING
  EXPENSES(4,5).............    0.45%      0.45%      0.45%
</TABLE>
 
(1) If you sell or exchange shares in an amount less than $5,000, you will be
    subject to a $5 administrative fee.
 
(2) This amount reflects a reduction by the Investment Manager, which is
    guaranteed through at least August 31, 1996. If there were no such
    reduction, the maximum management fee would be 0.46% of each Fund's average
    daily net assets.
 
(3) "Other Expenses" are based on estimated amounts for the current fiscal year
    for each Fund. See "Matching the Funds to Your Investment Needs" for
    information regarding the differing Transfer Agency fees for the multiple
    classes of shares of the Funds.
 
                                        3
<PAGE>   28
 
(4) This amount reflects the guarantee by Schwab and our Investment Manager
    that, through at least August 31, 1996, the total operating expenses of the
    Value Advantage Shares of each Fund will not exceed 0.45% of average daily
    net assets of the Value Advantage Shares of each Fund. If there were no such
    reduction for the Tax-Exempt Fund, the California Fund, and the New York
    Fund, the estimated maximum other expenses would be 0.49%*, 0.58%*, and
    1.35%*, and the estimated maximum total operating expenses would be 0.95%*,
    1.04%*, and 1.81%*, of the average daily net assets of the Value Advantage
    Shares of each Fund, respectively.
 
(5) You may be charged a fee if applicable minimum balances are not maintained
    in your Schwab brokerage account or Schwab One(R) account. (See "Investing
    in Shares of the Funds - How to Buy Shares - Schwab Account Minimums and
    Associated Fees."). For information regarding the differing minimum balance
    and minimum investment requirements of the multiple classes of shares of the
    Funds, see "How to Buy Shares."
 
EXAMPLE. You would pay the following expenses on a $1,000 investment in the
Value Advantage Shares of each Fund assuming (1) 5% annual return; and (2)
redemption at the end of each period.
 
<TABLE>
<CAPTION>
                             1 YEAR     3 YEARS
                             ------     -------
<S>                          <C>        <C>
Tax-Exempt Fund............    $5         $14
California Fund............    $5         $14
New York Fund..............    $5         $14
</TABLE>
 
*Annualized
 
THE PRECEDING TABLE IS AN EXAMPLE ONLY, AND DOES NOT REPRESENT PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THE EXPENSES SHOWN IN THE
EXAMPLE. This example reflects the guarantee by Schwab and the Investment
Manager that, through at least August 31, 1996, total operating expenses for the
Value Advantage Shares of each Fund will not exceed 0.45% of the class' average
daily net assets. Also, this example does not include the $5 administrative fee
on sales or exchanges of Fund shares equal to or less than $5,000. Nor does this
example include the $5 monthly fee charged on balances that fall below $20,000.
Please remember, that while this example assumes a 5% annual return on
investment, the actual return for the Value Advantage Shares of each Fund may be
more or less than the 5% annual return used in this example.
 
The purpose of the preceding table is to help you understand the various costs
and expenses you will bear directly or indirectly when you invest in the Value
Advantage Shares of the Funds. (See "Organization and Management of the
Funds - Operating Fees and Expenses.")
 
                              FINANCIAL HIGHLIGHTS
 
The following information with respect to per share data and ratios for the
Value Advantage Shares of the Funds referenced below has been audited by Price
Waterhouse LLP, independent accountants, whose unqualified report is included in
our Statement of Additional Information, which includes additional financial
data and related notes. You can get a free copy of this Statement by calling the
telephone number or writing to the address on the first page of this Prospectus.
Using information in the Fund's financial statements, we have prepared this
table to show you information such as investment income, dividends from
investment income and the total investment return.
 
                                        4
<PAGE>   29
 
<TABLE>
<CAPTION>
                      FOR THE PERIOD ENDED DECEMBER 31,
                                     1995
                      ----------------------------------
                      TAX-EXEMPT   CALIFORNIA   NEW YORK
                       FUND(1)      FUND(2)     FUND(1)
                      ----------   ----------   --------
<S>                   <C>          <C>          <C>
Net asset value at
  beginning of
  period............   $   1.00     $   1.00    $  1.00
Income from
  investment
  operations
  Net investment
    income..........       0.02         0.01       0.02
  Net realized and
    unrealized gain
    (loss) on
    investments.....         --           --         --
                       --------     --------    -------
  Total from
    investment
    operations......       0.02         0.01       0.02
Less distributions
  Dividends from net
    investment
    income..........      (0.02)       (0.01)     (0.02 )
  Distributions from
    realized gain on
    investments.....         --           --         --
                       --------     --------    -------
Total
  distributions.....      (0.02)       (0.01)     (0.02 )
                       --------     --------    -------
Net asset value at
  end of period.....   $   1.00     $   1.00    $  1.00
                       ========     ========    =======
Total return (%)....       1.68         0.84       1.62
Ratios/Supplemental
  data
  Net assets, end of
    period (000s)...   $160,682     $108,008    $15,143
  Ratio of expenses
    to average net
    assets (%)......       0.45*        0.45*      0.45 *
  Ratio of net
    investment
    income to
    average net
    assets (%)......       3.50*        3.48*      3.42 *
</TABLE>
 
(1) For the period July 7, 1995 (commencement of operations) to
    December 31, 1995.
 
(2) For the period October 3, 1995 (commencement of operations) to
    December 31, 1995.
 
*Annualized
 
The Investment Manager and Schwab have reduced a portion of their fees and
absorbed certain expenses in order to limit each class' ratio of operating
expenses to average net assets. Had these fees and expenses not been reduced and
absorbed, the ratio of expenses to average net assets and the ratio of net
investment income to average net assets for the period ended December 31, 1995,
for the Tax-Exempt Fund would have been 0.95%* and 3.00%*, respectively, the
California Fund would have been 1.04%* and 2.89%*, respectively, and the New
York Fund would have been 1.81%* and 2.06%*, respectively.
 
                           MATCHING THE FUNDS TO YOUR
                                INVESTMENT NEEDS
 
Because the Value Advantage Shares of the Funds are designed for Schwab accounts
with larger balances and less frequent shareholder transactions, we can keep the
operating expenses lower than the industry average, which helps provide more
competitive yields. The table below shows the total operating expenses of the
Value Advantage Shares of each Fund compared to the industry average for similar
type funds.
 
<TABLE>
<CAPTION>
                                  VALUE
                                ADVANTAGE     INDUSTRY
                                 SHARES       AVERAGES*
                                ---------     ---------
<S>                             <C>           <C>
Tax-Exempt Fund                     0.45%
Tax-Exempt Money Market Funds                     0.68%
California Fund                     0.45%
California Tax-Exempt Money
  Market Funds                                    0.60%
New York Fund                       0.45%
New York Tax-Exempt Money Market
  Funds                                           0.66%
</TABLE>
 
*Fourth quarter industry averages as reported by IBC/Donoghue Quarterly Report
 on Money Fund Performance, 4th Quarter, 1995.
 
                                        5
<PAGE>   30
 
Note: These amounts represent total operating expenses after fee waivers for
      first tier money market funds, not including institutional money funds.
 
Our Funds invest in high-quality money market instruments and are designed for
high current yields. Keep in mind, however, that because the Value Advantage
Shares of the Funds are intended for larger balance accounts, you may be charged
a fee for redemptions or exchanges under the required minimum or if your balance
falls below the required minimum. These fees are designed to keep shareholder
transactions to a minimum which contributes to the Value Advantage Shares lower
operating expense ratio.
 
Schwab also offers an additional class of shares of each of the Funds ("Sweep
Shares") which automatically invest the uninvested cash balances in your Schwab
account in a Schwab money fund which you select. Sweep Shares may be more
suitable for providing income on fluctuating cash balances in your account in
between other investments. The Funds may be appropriate for a variety of
investment programs. Unlike the Sweep Shares, however, the Value Advantage
Shares have been designed for cash reserves which may be held for longer periods
of time and may not require frequent
investor access. The Funds should not be a substitute for building an investment
portfolio tailored to your individual investment needs and risk tolerance.
Additionally, the Funds are not suitable for tax-advantaged plans such as
Individual Retirement Plans and Keogh plans.
 
Schwab offers these multiple classes of shares pursuant to a multiple class plan
(the "Plan") adopted by the Board of Trustees of the Trust. Pursuant to the
Plan, Value Advantage Shares of each Fund are subject to lower transfer agency
expenses than the Sweep Shares, as the Sweep Shares offer the "sweep" services
described above not available to investors in Value Advantage Shares. In
addition, the minimum initial investment and minimum account balance
requirements are higher for the Value Advantage Shares than for the Sweep
Shares. See "Organization and Management of the Funds - Operating Fees and
Expenses" and "How to Buy Shares." For more information regarding the Sweep
Shares of the Funds, call your local Schwab office or 800-2 NO-LOAD. You may
also obtain information about Sweep Shares from your Schwab broker.
 
                           INVESTMENT OBJECTIVES AND
                                    POLICIES
 
                              THE TAX-EXEMPT FUND
 
The investment objective of the Tax-Exempt Fund is to provide you with maximum
current income that is exempt from federal income taxes consistent with
stability of capital. Because any investment involves risk, we cannot guarantee
achieving this objective.
 
To achieve our investment objective, we normally will attempt to invest 100%,
and will invest at least 80%, of our total assets in short-term, high-quality
debt obligations issued by or on behalf of states, territories and possessions
of the United States and the District of Columbia and their political
subdivisions, agencies and instrumentalities that generate interest, which in
the opinion of bond counsel, is exempt from federal income taxes and not treated
as a tax preference item for purposes of the federal alternative minimum tax
("Municipal Securities").
 
The investment objective and policies stated above are fundamental to the
Tax-Exempt Fund.
 
                                        6
<PAGE>   31
 
Provided that we meet certain minimum conditions (described in the Statement of
Additional Information under "Investment Restrictions"), dividends that
represent interest income received on Municipal Securities will be exempt from
federal income taxes when paid to you. However, such dividend income may be
subject to state and local taxes. See "Important Information About Your
Investment - Income Tax Information" and the Statement of Additional
Information.
 
                              THE CALIFORNIA FUND
 
The investment objective of the California Fund is to provide you with maximum
current income that is exempt from federal income and State of California
personal income taxes, to the extent consistent with stability of capital.
Because any investment involves risk, we cannot guarantee achieving this
objective.
 
To achieve our objective, we normally will attempt to invest 100%, and will
invest at least 80%, of our total assets in Municipal Securities.
 
Absent unusual market conditions, we will invest at least 65% of our total
assets in such obligations which also generate interest which, in the opinion of
bond counsel, is exempt from State of California personal income taxes
("California Municipal Securities").
 
The investment objective and policies stated above are fundamental to the
California Fund.
 
Provided that we meet certain minimum conditions (described in the Statement of
Additional Information under "Investment Restrictions"), dividends that
represent interest income received on California Municipal Securities will be
exempt from State of California personal income taxes. See "Important
Information About Your Investment - Income Tax Information" and the Statement of
Additional Information.
 
                               THE NEW YORK FUND
 
The investment objective of the New York Fund is to provide you with maximum
current income that is exempt from federal income taxes and personal income
taxes imposed by New York State and New York municipalities, to the extent
consistent with liquidity and stability of capital. Because any investment
involves risk, we cannot guarantee achieving this objective.
 
To achieve our objective, we normally will attempt to invest 100%, and will
invest at least 80%, of our total assets in Municipal Securities.
 
Absent unusual market conditions, we will invest at least 65% of our total
assets in such obligations which also generate interest which, in the opinion of
bond counsel, is exempt from State of New York and New York municipalities
personal income taxes ("New York Municipal Securities").
 
The investment objective and policies stated above are fundamental to the New
York Fund.
 
Provided that we meet certain minimum conditions (described in the Statement of
Additional Information under "Investment Restrictions"), dividends that
represent interest income received on New York Municipal Securities will be
exempt from State of New York and New York municipalities personal income taxes
when paid to New York residents. See "Important Information About Your
Investment - Income Tax Information" and the Statement of Additional
Information.
 
MUNICIPAL SECURITIES. Our Funds will invest only in Municipal Securities which
at the time
 
                                        7
<PAGE>   32
 
of purchase: (a) are rated within the two highest rating categories for
municipal commercial paper or short-term municipal securities assigned by any
nationally recognized statistical rating organization (NRSRO); (b) are
guaranteed or insured by the U.S. Government as to the payment of principal and
interest; (c) are fully collateralized by an escrow of U.S. Government
securities acceptable to our Investment Manager; or (d) are unrated by any
NRSRO, if they are determined by our Investment Manager, using guidelines
approved by the Board of Trustees, to be at least equal in quality to one or
more of the securities mentioned above. (See "Appendix - Ratings of Investment
Securities" in the Statement of Additional Information.)
 
We may purchase a security that, after being purchased by a Fund, ceases to have
a rating, or is downgraded, causing its rating to fall below that required for
purchase by the Fund. Neither event would necessarily require the Fund to sell
the security. However, we will keep such a security in its portfolio only if the
Board of Trustees determines that keeping the security is in the best interests
of that Fund.
 
Municipal Securities in which we may invest are generally classified in one of
two categories: "general obligation" securities and "revenue" securities.
 
General obligation securities are secured by the issuer's pledge of its full
faith, credit, and taxing power for the payment of principal and interest.
 
Revenue securities are secured only by the revenues derived from a particular
facility or class of facilities, or from a specific revenue source such as a
special excise tax or from the user of the facility being financed.
 
Revenue securities may include private activity bonds and industrial development
bonds. Such bonds may be issued by or on behalf of public authorities to finance
various privately operated facilities, and they are not payable from the
unrestricted revenues of the issuer. As a result, the credit quality of private
activity bonds is frequently related directly to the credit standing of private
corporations or other entities. From time to time, each of our Funds may invest
more than 25% of its total assets in industrial development and private activity
bonds.
 
We may also invest in "moral obligation" securities, which are normally issued
by special purpose public authorities. If the issuer of moral obligation
securities is unable to meet its debt service obligations from current revenues,
it may draw on a reserve fund. The state or municipality which created the
issuer has a moral commitment but not a legal obligation to restore the reserve
fund.
 
Our Funds may also invest up to 25% of their total assets in municipal leases,
no more than 10% of which may be in illiquid leases. Municipal leases are
obligations issued by state and local governments or authorities to finance the
acquisition of equipment and facilities. These obligations may take the form of
a lease, an installment purchase contract, a conditional sales contract, or a
participation interest in any of the above. Some investments in municipal leases
may be considered to be illiquid. Municipal leases are subject to
"nonappropriation risk," which is the risk that the municipality may terminate
the lease in the event that the municipality's appropriating body does not
allocate the funds necessary to make lease payments. In such circumstances, the
lessor is typically entitled to repossess the property. The private sector value
of the
 
                                        8
<PAGE>   33
 
property is, however, generally less than value of the property to the
municipality. The Investment Manager, pursuant to guidelines established by the
Board of Trustees, is responsible for continuously determining the credit
quality of unrated municipal leases, including an assessment of the likelihood
that the lease will not be terminated.
 
Our Funds may also invest up to 25% of their assets in synthetic variable or
floating-rate municipal securities. These securities generally comprise the
following elements in a trust: (i) a fixed-rate municipal bond (of any
duration); (ii) a right to put the bond at par value on 7-days notice, or after
a specific interval of time, depending on the terms of the synthetic security;
and (iii) a contractual agreement pursuant to which the investing Fund and the
issuer determine the lowest rate that would permit the bond to be remarketed at
par, taking into account the put right. The trustee of the trust is generally a
bank trust department.
 
These synthetic floating-rate municipal securities may include tender option
bond trust receipts, in which a fixed-rate municipal bond (or group of bonds) is
placed into a trust from which two classes of trust receipts are issued, which
represent proportionate interests in the underlying bond(s). Interest payments
are made on the bond(s) based upon a predetermined rate. Under certain
circumstances, the holder of a trust receipt may also participate in any gain or
loss on the sale of such bond(s). Tender option bond trust receipts are
considered to be Municipal Securities for purposes of each Fund's policy to
invest at least 80% of its total assets in Municipal Securities. Tender option
bond trust receipts generally are structured as private placements and,
accordingly, may be deemed to be restricted securities for purposes of the
Funds' investment limitations.
 
We may invest in variable rate demand instruments issued by industrial
development authorities and other government entities. In the event that a
variable rate demand instrument to be purchased by a Fund is not rated by credit
rating agencies, our Investment Manager, using guidelines approved by the Board
of Trustees, must determine that such instrument is of comparable quality at the
time of purchase to a rated instrument that would be eligible for purchase by
the Fund. In some cases, the Fund may require that the issuer's obligation to
pay the principal of the note be backed by an unconditional bank letter, line of
credit, guarantee, or commitment to lend.
 
Although there may be no active secondary market for a particular variable rate
demand instrument purchased by the Fund, each Fund may, at any time or during
specified periods not exceeding one year (depending upon the instrument
involved), demand payment in full of the principal of the instrument and may
resell the instrument to a third party.
 
We could suffer a loss from a variable rate demand instrument because of the
absence of an active secondary market, because it may be difficult for the Fund
to dispose of the instrument in the event an issuer defaults on its payment
obligation, because the Fund is only entitled to exercise its demand rights at
certain times, or for other reasons.
 
Variable rate demand instruments will be subject to each Fund's restrictions on
acquiring and holding illiquid securities to the extent that the absence of an
active secondary market for such securities causes them to be illiquid.
 
                                        9
<PAGE>   34
 
We may purchase from financial institutions participation interests in Municipal
Securities with fixed, floating, or variable rates of interest. The buyer of a
participation interest receives an undivided interest in the securities
underlying the instrument.
 
We will purchase a participation interest only if: (a) the instrument subject to
the participation interest matures in one year or less, or the instrument
includes a right to demand payment, usually within 7-days, from the seller; (b)
the instrument meets our previously described quality standards for Municipal
Securities; and (c) the instrument is issued with an opinion of counsel or is
the subject of a ruling of the Internal Revenue Service stating that the
interest earned on the participation interest is exempt from federal income tax.
 
We may also acquire "stand-by commitments" for Municipal Securities held in our
portfolios. Under a stand-by commitment, a dealer agrees to purchase at our
option specified Municipal Securities at a price equal to their amortized cost
value plus accrued interest. We will acquire stand-by commitments solely to
improve portfolio liquidity. We do not intend to exercise our stand-by rights
solely for trading purposes.
 
VARIABLE RATE SECURITIES. We may invest in instruments which have interest rates
that are adjusted periodically, or which "float" continuously according to
formulas intended to minimize any fluctuation in the values of the instruments
("Variable Rate Securities"). The interest rate of Variable Rate Securities is
ordinarily determined by reference to, or is a percentage of, an objective
standard such as a bank's prime rate, the 90-day U.S. Treasury bill rate, or the
rate of return on commercial paper or bank certificates of deposit.
 
Generally, changes in the interest rate on Variable Rate Securities reduce the
fluctuation of their market value. Accordingly, as interest rates decrease (or
increase), Variable Rate Securities experience less capital appreciation (or
depreciation) than fixed-rate obligations.
 
Some Variable Rate Securities ("Variable Rate Demand Securities") allow the
purchaser to resell the securities at an amount approximately equal to amortized
cost, or to the principal amount plus accrued interest. Like other Variable Rate
Securities, the interest rate on Variable Rate Demand Securities varies
according to some objective standard that is intended to minimize fluctuations
in the values of the securities. We determine the maturity of Variable Rate
Securities in accordance with SEC rules.
 
ILLIQUID SECURITIES. We may purchase illiquid securities, including repurchase
agreements maturing in more than 7 days, provided that no more than 10% of a
Fund's net assets valued at the time of the transaction are invested in such
securities.
 
GOVERNMENT SECURITIES. We may invest in government securities, including U.S.
Treasury notes, bills, and bonds, which are backed by the full faith and credit
of the U.S. Government. Some securities issued by U.S. Government agencies or
instrumentalities are supported by the credit of the agency or instrumentality,
for example, those issued by the Federal Home Loan Bank, while others, such as
those issued by the Federal National Mortgage Association, Farm Credit System,
and Student Loan Marketing Association have an additional line of credit with
the U.S. Treasury. However, there is no guarantee that the U.S. Government will
provide support to such agencies or instrumentalities. Accordingly, such
 
                                       10
<PAGE>   35
 
securities may involve risk of loss of principal and interest.
 
                             INVESTMENT TECHNIQUES
                               USED BY THE FUNDS
 
MATURITY. We will purchase only securities that mature in 397 days or less, or
securities which have a variable rate of interest that is readjusted no less
frequently than every 397 days.
 
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. We may purchase securities on a
"when-issued" or "delayed delivery" basis. When-issued or delayed delivery
securities are securities purchased for future delivery at a stated price and
yield. Generally, we will not pay for such securities or start earning interest
on them until we receive them. Securities purchased on a when-issued or delayed
delivery basis are recorded as an asset. The value of such securities may change
as the general level of interest rates changes.
 
Each Fund will not invest more than 25% of its assets in when-issued or delayed
delivery securities. We will not purchase such securities for speculative
purposes, and will expect to actually acquire the securities when we purchase
them. However, we reserve the right to sell any such securities before their
settlement dates, if our Investment Manager deems such a sale advisable.
 
REPURCHASE AGREEMENTS. Each of our Funds may engage in repurchase agreements. By
entering into a repurchase agreement, a Fund acquires ownership of a security
from a broker-dealer or bank that agrees to repurchase the security at a
mutually agreed upon time and price. The repurchase price is higher than the
purchase price, thereby determining the yield during the Fund's holding period.
Repurchase agreements with broker-dealer firms will be limited to obligations of
the U.S. government, its agencies or instrumentalities. Maturity of the
securities subject to repurchase may exceed one year.
 
TEMPORARY INVESTMENTS. Each Fund may, from time to time, as a defensive measure
under abnormal market conditions, invest any or all of its assets in taxable
"temporary investments," which include: obligations of the U.S. Government, its
agencies, or instrumentalities; debt securities (other than "Municipal
Securities") rated within the two highest rating categories by any NRSRO;
commercial paper (other than "Municipal Securities") rated in the two highest
rating categories by any NRSRO; certificates of deposit of domestic banks having
capital, surplus, and undivided profits in excess of $100 million; and any of
the foregoing temporary investments subject to repurchase agreements. While a
temporary investment could cause a Fund to generate dividends taxable to
shareholders as ordinary income, it is the Funds' primary intention to produce
dividends which are not subject to federal income taxes, or state personal
income taxes, in the case of the California Fund and the New York Fund. (See
"Important Information about Your Investment - Income Tax Information.")
 
BORROWING POLICY. We may not borrow money except for temporary purposes to meet
redemption requests that could not otherwise be met without immediately selling
portfolio securities. A Fund may borrow an amount up to one-third of the value
of its total assets and may pledge up to 10% of its net assets to secure such
borrowings. No Fund may borrow for leverage purposes. This borrowing policy is
fundamental to each Fund.
 
                                       11
<PAGE>   36
 
LIMITATIONS ON INVESTMENTS. We are subject to the following limitations, which
apply to all investments by our Funds other than securities issued or guaranteed
by the U.S. Government, its agencies, and instrumentalities:
 
1. DIVERSIFICATION. Except as provided in this paragraph, no Fund may invest
more than 5% of the value of its total assets in the securities of one issuer.
The California Fund and the New York Fund, which are non-diversified portfolios,
may each invest up to 50% of the value of their total assets without regard to
this 5% limitation, provided no more than 25% of the value of each Fund's total
assets is invested in the securities of any one issuer. The Tax-Exempt Fund,
which is a diversified portfolio, may invest up to 25% of the value of its
assets without regard to this 5% limitation.
 
For purposes of this limitation with respect to each Fund, a security is
considered to be issued by the governmental entity (or entities) whose assets
and revenues back the security. An industrial revenue bond that is backed only
by the assets and revenues of a non-governmental user is considered to be issued
by the non-governmental user. In certain circumstances, the guarantor of a
security may also be considered to be an issuer in connection with such a
guarantee.
 
2. CONCENTRATION. As a matter of fundamental policy, no Fund will invest 25% or
more of the value of its total assets in the securities of issuers conducting
their principal business activities in the same industry. However, this
limitation shall not apply to Municipal Securities issued by governmental
entities.
 
LEGAL OPINIONS. Bond counsel will render opinions on the validity of Municipal
Securities. Bond counsel will also render opinions on whether the interest paid
on Municipal Securities is exempt from federal income tax, and whether the
interest paid on California or New York Municipal Securities is exempt from
California State or New York State and New York municipalities personal income
taxes. Bond counsel will render such opinions to the issuers of Municipal
Securities at the time the securities are issued. The Funds and the Investment
Manager will not review the proceedings on the issuance of Municipal Securities
or the bases for such opinions.
 
                          SPECIAL RISK CONSIDERATIONS
 
The California Fund and the New York Fund are non-diversified portfolios of the
Trust. The investment return on a non-diversified portfolio typically is
dependent on the performance of a smaller number of issuers, while the
investment return on a diversified portfolio is dependent on a larger number of
issuers. If financial conditions change, or if the market's assessment of
certain issuers changes, a Fund's policy of acquiring large positions in the
obligations of a relatively small number of issuers may affect the value of that
Fund's portfolio to a greater extent than that of a diversified portfolio.
 
Each Fund may invest more than 25% of its assets in Municipal Securities that
produce interest that is paid solely from revenues on similar projects. However,
we do not presently intend to invest in such securities on a regular basis, but
will do so if deemed necessary or appropriate by our Investment Manager. To the
extent that each Fund's assets are invested in Municipal Securities payable from
revenues on similar projects, that Fund will be subject to the particular risks
presented by such projects to a greater extent than it would be if that Fund's
assets were not so invested.
 
                                       12
<PAGE>   37
 
Certain California or New York constitutional amendments, legislative measures,
executive orders, administrative regulations, and voter initiatives could result
in adverse consequences affecting California or New York Municipal Securities.
For example, in recent years "Proposition 13" and similar California
constitutional and statutory amendments and initiatives have restricted the
ability of California taxing entities to increase real property tax revenues.
Other initiative measures approved by California voters, through limiting
various other taxes, have resulted in substantial reductions in state and local
revenues. Decreased state revenues may result in reductions in allocations of
state revenues to local governments. It is not possible to determine the impact
of these initiatives on the ability of California issuers to pay interest or
repay principal on their obligations. There is no assurance that any California
issuer will make full or timely payments of principal and interest or remain
solvent. For example, in December 1994, Orange County, California filed for
bankruptcy. In addition, from time to time, federal legislative proposals have
threatened the tax-exempt status or use of Municipal Securities. (An expanded
discussion of the risks associated with Municipal Securities and California and
New York issuers is contained in the Statement of Additional Information.)
 
We may purchase participation interests in Municipal Securities and other
derivative securities that involve special risks, including the risk that the
Internal Revenue Service may characterize some or all of the interest paid on
such securities as taxable. There is also an increased risk, most typically
associated with "municipal lease" obligations, that a municipality will not
appropriate the funds necessary to make the scheduled payments on the lease that
supports the security owned by the Funds, or it may seek to cancel or otherwise
avoid its obligations under the lease. (See "Important Information about Your
Investment - How We Determine the Price of Your Shares.")
 
                                ORGANIZATION AND
                            MANAGEMENT OF THE FUNDS
 
                   MANAGEMENT FUNCTIONS AND RESPONSIBILITIES
 
GENERAL OVERSIGHT. Our Board of Trustees and officers meet regularly to review
our investments, performance, expenses and other business affairs.
 
THE INVESTMENT MANAGER. Our Investment Manager, Charles Schwab Investment
Management, Inc., manages our Funds, subject to the authority of the trustees
and officers of the Trust. Our Investment Manager, founded in 1989, is a wholly
owned subsidiary of The Charles Schwab Corporation and is the investment adviser
and administrator of the mutual funds in the SchwabFunds Family(R), a family of
21 mutual funds. As of March 18, 1996, the SchwabFunds had aggregate net assets
in excess of $35 billion.
 
Through a professional staff of portfolio managers and securities analysts, our
Investment Manager provides us with a continuous investment program, including
general investment and economic advice regarding our investment strategies,
manages our investment portfolio, performs expense management, accounting, and
record keeping, and provides other services necessary to our operation.
 
TRANSFER AGENT AND SHAREHOLDER SERVICES. Schwab serves as our Transfer Agent and
Shareholder Services Agent. Schwab provides information to our shareholders,
reports share ownership and all account activities, and
 
                                       13
<PAGE>   38
 
responds to all inquiries from shareholders. Schwab also distributes
informational literature, and furnishes the office space and equipment,
telephone facilities, and personnel that is necessary in providing shareholders
services.
 
Schwab was established in 1971 and is one of America's largest discount brokers.
Schwab provides low-cost securities brokerage and related financial services to
over 3.3 million active customer accounts and has over 225 branch offices.
Schwab also offers convenient access to financial information services and
provides products and services that help investors make investment decisions.
Schwab is a wholly owned subsidiary of The Charles Schwab Corporation. Charles
R. Schwab is the founder, Chairman, Chief Executive Officer, and a Director of
The Charles Schwab Corporation and, as of March 8, 1996, was the beneficial
owner of approximately 21.1% of the outstanding shares of that corporation. Mr.
Schwab may be deemed to be a controlling person of Schwab and our Investment
Manager.
 
ACCOUNTANTS. Price Waterhouse LLP is our independent accountant. Their address
is 555 California Street, San Francisco, California 94104.
 
                          OPERATING FEES AND EXPENSES
 
For investment management services, under the terms of its Investment Advisory
and Administration Agreement with the Trust, our Funds pay a graduated annual
fee to the Investment Manager. This fee is based on the value of the average
daily net assets of each Fund, and is payable monthly by each Fund in the amount
of 0.46% of each Fund's average daily net assets not in excess of $1 billion,
0.41% of such net assets over $1 billion, but not more than $2 billion, and
0.40% of such net assets over $2 billion.
 
Our Investment Manager guarantees that, through at least August 31, 1996, our
management fee will not exceed 0.20%, 0.19%, and 0.20% of the average daily net
assets of the Tax-Exempt Fund, the California Fund, and the New York Fund,
respectively, and total operating expenses will not exceed 0.45% of average
daily net assets of the Value Advantage Shares of each Fund. The effect of this
voluntary expense limitation is to maintain or increase each Fund's total return
to shareholders. For the fiscal period ended December 31, 1995, the Tax-Exempt
Fund, California Fund, and New York Fund paid an investment management fee of
0.20%, 0.19%, and 0.20%, respectively; and the Value Advantage Shares of each
such Fund paid total expenses of 0.45% of each such class' average daily net
assets (after waivers and reimbursements). The following expenses are not
included as "operating expenses" for purposes of this guarantee: interest
expenses, taxes and capital items such as costs of purchase or sale of portfolio
securities, including brokerage fees or commissions.
 
For its services as Transfer Agent, Schwab receives an annual fee of 0.05% of
the average daily net assets of each Fund's Value Advantage Shares. For transfer
agency services to each Fund's Sweep Shares, Schwab receives an annual fee of
0.25% of the average daily net assets of each Fund's Sweep Shares. In addition,
for shareholder services provided, Schwab receives an annual fee of 0.20% of the
average daily net assets of each Fund's Value Advantage Shares.
 
Schwab serves as our Funds' principal underwriter/distributor but receives no
compensa-
 
                                       14
<PAGE>   39
tion for this service. PNC Bank, N.A. is our Funds' custodian.
 
OTHER EXPENSES. The Trust pays the expenses of our Funds' operations, including
the fees and expenses for independent auditors, legal counsel, custodians, the
cost of maintaining books and records of account, taxes, registration fees, and
the fees and expenses of qualifying the Trust and its shares for distribution
under federal and state securities laws, and industry association membership
dues.
 
The Trust generally allocates these expenses among its individual investment
portfolios ("Series"), or classes of shares within these Series, in proportion
to their relative net assets at the time the expense is incurred. However,
expenses directly attributable to a Series or class of a Series will be charged
to that Series or class, respectively. The differing expenses applicable to the
Value Advantage Shares and Sweep Shares of the Funds will cause the performance
of the two classes to differ.
 
                               OTHER INFORMATION
 
The Trust was organized as a business trust under the laws of Massachusetts on
October 20, 1989 and may issue an unlimited number of shares of beneficial
interest or classes of shares in one or more Series. Currently the Trust offers
shares of nine Series, which may be organized into one or more classes of shares
of beneficial interest. The Tax-Exempt Fund was formerly known as the Schwab
Tax-Exempt Fund. The California Fund was formerly known as the Schwab California
Tax-Free Money Fund. The Board of Trustees may authorize the issuance of shares
of additional Series or classes, if it deems it to be desirable to do so. Shares
within each Series have equal, noncumulative voting rights and equal rights as
to distributions, assets and liquidation of such Series, except to the extent
such voting rights or rights as to distributions, assets and liquidation vary
among classes of a Series.
 
ANNUAL SHAREHOLDER MEETINGS. The Trust is not required to hold annual meetings
and does not intend to do so. It will, however, hold special meetings as
required or deemed desirable by the Board of Trustees for such purposes as
changing a Fund's fundamental policies, electing or removing Trustees or
approving or amending an investment advisory agreement. In addition, a Trustee
may be removed by shareholders at a special meeting called upon written request
of shareholders owning in the aggregate at least 10% of the outstanding shares
of the Trust.
 
YOUR VOTING RIGHTS. If we were to make changes to a Fund's management or
fundamental policies, you would be asked to vote as a shareholder because
shareholders have voting rights on these matters. If a meeting is held and you
cannot attend, you may vote by proxy. Before the meeting, we will send you proxy
materials that explain the issues to be decided and include a voting card for
you to mail back. You are entitled to one vote for each share owned. Unless
permitted by the 1940 Act, shareholders vote by Series and not in the aggregate.
For example, when voting to approve an investment advisory agreement for a
Series, only shareholders of that Series may vote; when voting to elect
Trustees, shareholders of all the Series vote in the aggregate. In addition,
holders of Value Advantage Shares will vote exclusively as a class on any matter
relating solely to their arrangement as a class, and on any matter in which the
interests of the Value Advantage Shares of a Fund differ from the interests of
any other class of the Fund.
 
                                       15
<PAGE>   40
 
                              INVESTING IN SHARES
                                  OF THE FUNDS
 
You may place purchase and redemption orders as well as exchange requests by
telephone by calling your local Schwab office during regular business hours, or
by calling 800-2 NO-LOAD. The right to initiate transactions by telephone is
automatically available through your Schwab account. TDD users may contact
Schwab at 800-345-2550, 24 hours a day.
 
We will follow reasonable procedures to confirm that your telephone instructions
are genuine. If we follow telephone orders that we reasonably believe to be
genuine, we will not be liable for any losses you may experience. If we do not
follow reasonable procedures to confirm that your telephone order is genuine, we
may be liable for any losses you may suffer from unauthorized or fraudulent
orders. These procedures may include:
 
- - requiring a form of personal identification before we act upon any
  instructions received by telephone;
- - providing written confirmation of your telephone instructions; and
- - tape recording all telephone transactions.
 
You should remember that it may be difficult to reach us by telephone during
periods of drastic economic or market changes, when our phone lines become very
busy with calls from other investors. If you want to purchase, redeem or
exchange shares but have trouble reaching us by telephone, you may want to use
one of the other ways we offer for completing the transactions discussed below,
even though these procedures may mean that completing your transaction may take
longer.
 
To assist in minimizing administrative costs, share certificates will not be
issued. Records regarding share ownership are maintained by the Transfer Agent.
 
                               HOW TO BUY SHARES
 
OPENING A SCHWAB ACCOUNT. You may buy our shares only through a Schwab account.
You can open a Schwab account by completing the appropriate account application.
(Corporations and other organizations should contact a Schwab office to find out
the additional forms that must be completed to open an account.)
 
Within your Schwab account, you have access to other investments available at
Schwab such as stocks, bonds and other mutual funds. Additionally, the
Securities Investor Protection Corporation (known as "SIPC") will provide
account protection up to $500,000 for your securities, including shares of the
Funds, which you hold in a Schwab account. However, SIPC account protection does
not protect you from any loss of principal due to market or economic conditions.
 
SCHWAB ACCOUNT MINIMUMS AND ASSOCIATED FEES. Schwab requires a $1,000 deposit
and account balance minimum to maintain a Schwab brokerage account ($500 for
custodial accounts). A fee of $7.50 will be charged to Schwab brokerage accounts
that fall below this minimum for three consecutive months in any quarter. This
fee, if applicable, will be charged at the end of each quarter and will be
waived if there has been at least one commissionable trade within the last 6
months, or if the shareholder's combined account balances at Schwab total
$10,000 or more.
 
Schwab currently imposes no fee for opening a Schwab One(R) account with a
minimum of $5,000 account equity. Schwab One accounts containing less than
$5,000 account equity are subject to a fee of $5 per month imposed by
 
                                       16
<PAGE>   41
 
Schwab if there have been fewer than two commissionable trades within the last
twelve months. Note that, in addition to these Schwab One(R) account minimums,
there are higher minimum investment and other requirements applicable to the
Value Advantage Shares of the Funds, which are described below.
 
DEPOSITING FUNDS AND MEETING THE FUNDS' INVESTMENT MINIMUMS. You may deposit
funds into your Schwab account by check, wire or many other forms of electronic
funds transfer (securities may also be deposited). You may also buy Value
Advantage Shares using electronic products such as StreetSmart(TM), The
Equalizer(R) and TeleBroker(R). All deposit checks should be made payable to
Charles Schwab & Co., Inc. If you would like to wire funds into your existing
Schwab account, please contact your local Schwab office for instructions.
 
The minimum initial investment in the Value Advantage Shares of each Fund is
$25,000. After you have bought the minimum amount of Value Advantage Shares for
your initial investment, you can buy additional Value Advantage Shares in
amounts of at least $5,000. The Transfer Agent imposes a $5 fee for each month
your Fund account balance falls below the required $20,000 minimum. The minimum
initial investment to purchase Sweep Shares of each Fund is $1,000, and
subsequent investments in Sweep Shares must be at least $100. The Transfer Agent
reserves the right to waive these minimums from time to time for clients of
Schwab Institutional, a division of Schwab, and for certain other investors. See
the Statement of Additional Information for more details.
 
We, in our sole discretion and without prior notice to you, reserve the right to
reject orders to buy shares, to change the minimum investment requirements, and
to withdraw or suspend any part of the offering made by this Prospectus. In
particular, if you engage in excessive exchange or redemption activity, we
reserve the right to refuse your future orders to buy shares in order to
minimize the costs to the Funds associated with these practices. All orders to
buy shares must be accepted by us, and orders are not binding until we confirm
or accept them in writing. Schwab will charge your Schwab brokerage account a
$15 service fee for any check returned because of insufficient or uncollected
funds, or because of a stop payment order.
 
WHEN YOU CAN BUY SHARES. You must have funds in your Schwab account in order to
buy our shares. Funds (including those which are transmitted by wire) received
by Schwab before 4:00 p.m. (Eastern time) can be used to buy our shares on that
day. Funds that arrive after that time can be used to buy shares the next
Business Day.
 
METHODS OF BUYING SHARES. Schwab offers you several convenient ways to purchase
Fund shares. You may choose the one that works best for you, and Schwab will
confirm execution of your purchase order.
 
BY TELEPHONE
You may use existing funds in your Schwab account to make initial and subsequent
share purchases. To place your order, call your local Schwab office during
regular business hours or 800-2-NO-LOAD, 24 hours a day. TDD users may contact
Schwab at 800-345-2550, 24 hours a day.
 
BY MAIL
You may direct that funds already in your Schwab account be used to make initial
and subsequent share purchases. Alternatively, your purchase instructions may be
accompa-
 
                                       17
<PAGE>   42
 
nied by a check made out to Charles Schwab & Co., Inc., which will be deposited
into your Schwab account and used, as necessary, to cover all or part of your
purchase order.
 
Written purchase orders (along with any checks) should be mailed to Schwab at
101 Montgomery Street, San Francisco, CA 94104 or to your local Schwab office
and should:
 
- - reference your Schwab account number (inapplicable if a Schwab Account
  Application is also enclosed);
- - specify the name of the Fund and the dollar amount of shares you would like to
  purchase; and
- - (initial share purchase only) select one of the distribution options listed
  below.
 
ELECTRONICALLY
For more information regarding how to buy shares electronically using
StreetSmart(TM), The Equalizer(R) and TeleBroker(R), call 800-2 NO-LOAD.
 
IN PERSON AT A SCHWAB OFFICE
Visit your local Schwab office where a representative will be happy to assist
you.
 
DISTRIBUTION OPTIONS. When you first buy our shares, you may choose one of the
two following distribution options:
 
     AUTOMATIC REINVESTMENT: All distributions will be reinvested in additional
     full and fractional Value Advantage Shares of the Fund at the net asset
     value next determined on their payable date; or
 
     RECEIVE YOUR DIVIDENDS IN CASH: All distributions will be credited to your
     Schwab account on the date distributions are payable. If you choose to have
     your dividends mailed, a check normally will be mailed to you the Business
     Day after distributions are credited to your account.
 
To change the distribution option you have selected, call your local Schwab
office or 800-2 NO-LOAD.
 
You can request that your Schwab office wire funds from your Schwab account to
your bank account. There is a $15 fee for each wire transfer of funds.
 
                             HOW TO EXCHANGE SHARES
 
You can exchange your SchwabFunds(R) shares for shares of other SchwabFunds
Series or classes available to investors in your state provided you meet the
minimum initial or subsequent investment requirements and any other requirements
relating to the Series or class of shares you wish to purchase. Thus, you can
conveniently modify your investments if your goals or market conditions change.
The Transfer Agent will charge you a $5 administrative fee if you are exchanging
less than $5,000 of Value Advantage Shares.
 
We reserve the right to modify, limit, or terminate the exchange privilege upon
60 days' written notice. For federal income tax and other purposes, an exchange
is treated as a sale of your shares and a purchase of other shares.
 
BY TELEPHONE
We need the following information in order to process your telephone exchange
request:
 
- - your Schwab account number and your name for verification;
- - the number of our shares you want to exchange and the name of the Fund and
  class, if applicable, from which you are exchanging shares;
 
                                       18
<PAGE>   43
 
- - the name of the fund and class, if applicable, into which you want to exchange
  shares; and
- - the distribution option you select.
 
BY MAIL
You can also exchange shares by writing to your local Schwab office or to the
address on the cover of this Prospectus.
 
We need the following information in a letter from you in order to process your
mail exchange request:
 
- - your Schwab account number;
- - the number of our shares you want to exchange and the name of the Fund from
  which you are exchanging shares;
- - the name of the fund and class, if applicable, into which you want to exchange
  shares;
- - the signature of at least one of the registered Schwab account holders of your
  account in the exact form specified in the account; and
- - the distribution option you select.
 
Once mailed, an exchange request is irrevocable and may not be modified or
cancelled.
 
ELECTRONICALLY
For more information regarding how to exchange Value Advantage Shares
electronically using StreetSmart(TM), The Equalizer(R), and TeleBroker(R),
please call 800-2-NO-LOAD.
 
IN PERSON AT A SCHWAB OFFICE
You can also request an exchange in person at your local Schwab office.
 
                            HOW TO SELL YOUR SHARES
 
You can sell our shares at any time by telephone, by mail, electronically or in
person, subject to the following terms and conditions:
 
- - if you bought your shares by check, we will send you your money as soon as
  your check clears your bank, which may take up to 15 days;
- - depending on the type of Schwab account you have, your money may earn interest
  during any holding period;
- - you will receive the dividends declared for the day on which you sell your
  shares;
- - we will have a check for your shares at your local Schwab office on the
  Business Day after the Transfer Agent receives proper instructions to sell
  your shares;
- - a check normally will be mailed to you on the Business Day following the sale
  of your shares if you specifically request that it be mailed; and
- - we may suspend the right to sell shares or postpone payment for a sale of
  shares when trading on the New York Stock Exchange (the "Exchange") is
  restricted, the Exchange is closed for any reason other than its normal
  weekend or holiday closings, emergency circumstances as determined by the SEC,
  or for any other circumstances as the SEC may permit.
 
The Transfer Agent will charge you a $5 administrative fee if you sell Value
Advantage Shares equal to or less than $5,000 and may sell additional shares
from your account to pay the administrative fee. The Transfer Agent will waive
this minimum for certain clients of Schwab Institutional, a division of Schwab,
and for certain other investors. See the Statement of Additional Information for
more details.
 
                                       19
<PAGE>   44
 
NON-SWEEP LIQUIDATION POLICY. If no cash assets or margin credit balance is
available in your Schwab Account, Schwab will redeem Value Advantage Shares
without prior notification to you to cover (a) debits in your account resulting
from transactions in securities; (b) payment of your Schwab One(R) checks; (c)
payment of charges made on your Visa(R) debit card; (d) purchases made under an
Automatic Investment Plan; and (e) electronic fund transactions. Schwab may
charge you a $10 fee each time Schwab must redeem your Value Advantage Shares in
one of these circumstances.
 
If your account contains more than one Value Advantage Investment, shares will
be redeemed from the Value Advantage Investment in your account with the highest
balance at the time of the settlement of the transaction. If those shares are
insufficient to satisfy the total amount due, then the Value Advantage
Investment with the next highest balance in your account will be used until no
Value Advantage Investment remains in your account. If the sum of the Value
Advantage Shares you own is insufficient to satisfy the total amount due, none
of your Value Advantage Shares will be redeemed.
 
For redemptions made under the circumstances outlined above, you will not be
charged an administrative fee for automatic redemptions which are less than the
amount required to satisfy each Fund's minimum redemption requirement.
 
BY TELEPHONE
You can sell your shares by telephone by calling your local Schwab office during
regular business hours, or by calling 800-2-NO-LOAD. TDD users may contact
Schwab at 800-345-2550, 24 hours a day.
 
We need the following information in order to process your telephone sale
request:
 
- - your Schwab account number and your name for verification; and
- - the number of shares you want to sell; and
- - the name of the Fund and class, if applicable, from which you are selling
  shares.
 
BY MAIL
You can also sell shares by writing to your local Schwab office or to the
address on the cover of this Prospectus.
 
We need the following information in a letter from you in order to process your
mail redemption request:
 
- - your Schwab account number;
- - the number of shares you want to sell and the name of the Fund from which you
  are selling shares; and
- - the signature of at least one of the registered Schwab account holders of your
  account in the exact form specified in the account.
 
Once mailed, a redemption request is irrevocable and may not be modified or
cancelled.
 
ELECTRONICALLY
For more information regarding how to sell shares electronically using
StreetSmart(TM), The Equalizer(R), and TeleBroker(R), please call 800-2-NO-LOAD.
 
IN PERSON AT A SCHWAB OFFICE
You can also request a sale of shares in person at your local Schwab office.
 
                                       20
<PAGE>   45
 
                          IMPORTANT INFORMATION ABOUT
                                YOUR INVESTMENT
 
                       DIVIDENDS AND OTHER DISTRIBUTIONS
 
Each Business Day we determine each class' net investment income, which we
compute by subtracting the expenses from the income related to the Value
Advantage Shares of a Fund. We declare dividends from this net investment income
each Business Day for those who were shareholders of record at the previous net
asset value calculation. We pay, or reinvest, dividends on the 15th day of each
month if it is a Business Day. If the 15th day of the month is not a Business
Day, we pay dividends on the next Business Day with the exception of the
dividend scheduled to be paid in December, which is paid on the last Business
Day in December.
 
                             INCOME TAX INFORMATION
 
The following is only a very brief summary of some of the federal, California
and New York income tax consequences that affect each Fund and its shareholders.
Therefore, it is important that you consult with advisers about your own tax
situation.
 
Our Funds have qualified as regulated investment companies under the Code. In
order for our Funds to continue to so qualify, each Fund will distribute to its
shareholders on a current basis substantially all of that Fund's net investment
income and its net capital gains (if any), and we will cause each Fund to meet
certain other requirements. As regulated investment companies, the Funds will
pay no federal income taxes (or California State or New York State or municipal
income taxes, in the case of the California Fund and the New York Fund,
respectively) to the extent that they distribute their earnings to their
shareholders.
 
THE TAX-EXEMPT FUND. Dividends representing net exempt-interest income received
by the Tax-Exempt Fund on Municipal Securities will generally be exempt from
federal income tax when distributed to you. However, such dividends may be
subject to the federal alternative minimum tax. Such dividend income may also be
taxable to you under state and local law as dividend income even though all or a
portion of such distributions may be derived from interest on tax-exempt
obligations which, if received directly by you, would be exempt from such income
taxes.
 
THE CALIFORNIA FUND. Dividends representing net exempt-interest income received
by the California Fund on Municipal Securities will generally be exempt from
federal income tax when distributed to you. However, such dividends may be
subject to the federal alternative minimum tax. Dividends paid to the extent of
exempt-interest income received on California Municipal Securities will also be
exempt from California personal income taxes provided that at the end of each
quarter of its taxable year, at least 50% of the Fund's total assets are
invested in California Municipal Securities and obligations of the U.S.
Government, its agencies and instrumentalities which are by federal law exempt
from local income taxes. Fund dividends derived from interest on U.S. Treasury
and agency obligations, if any, are subject to federal income tax. Dividends
paid to shareholders that are corporations subject to California franchise tax
or corporate income tax will be taxed as ordinary income to such shareholders
for California State tax purposes.
 
                                       21
<PAGE>   46
 
THE NEW YORK FUND. Dividends representing net exempt-interest income received by
the New York Fund on Municipal Securities will generally be exempt from federal
income tax when distributed to you. However, such dividends may be subject to
the federal alternative minimum tax. Dividends paid to New York residents to the
extent of exempt-interest income received on New York Municipal Securities will
also be exempt from State of New York and New York municipalities personal
income taxes. Fund dividends derived from interest on U.S. Treasury and agency
obligations, if any, are subject to federal income tax. Dividends paid to
shareholders that are corporations subject to New York franchise tax or
corporate income tax will be taxed as ordinary income to such shareholders for
New York State tax purposes.
 
ADDITIONAL INFORMATION. Further, if you receive Social Security or railroad
retirement benefits, an investment in any of the Funds may affect the taxation
of your benefits.
 
Each Fund may at times purchase Municipal Securities, California Municipal
Securities, or New York Municipal Securities, as the case may be, at a discount
from the original issue price. For federal income tax purposes, some or all of
this "market discount" will be included in the Fund's ordinary income and will
be taxable to you as this ordinary income is distributed.
 
To the extent dividends are attributable to taxable interest or short-term
capital gains, such dividends will be taxable to you as ordinary income whether
you receive them as cash or as additional Value Advantage Shares.
 
We will provide you with a record of all dividends, distributions, purchases,
and sales on your regular Schwab brokerage account statement. At least once a
year we will notify you of the federal (and California and New York) income tax
consequences of all distributions made that year to your account.
 
                   HOW WE DETERMINE THE PRICE OF YOUR SHARES
 
The price of a Value Advantage Share is its net asset value, which we determine
each Business Day at the close of trading on the Exchange, generally at 4:00
p.m., Eastern time. We determine the price of a Value Advantage Share by taking
the total assets of each Fund allocable to the Value Advantage Shares,
subtracting any liabilities allocable to the Value Advantage Shares of the Fund,
and then dividing the resulting amount by the number of each Fund's Value
Advantage Shares outstanding. Purchase or redemption orders and exchange
requests will be executed at the net asset value next determined after receipt
by the Transfer Agent or its authorized agent. While we try to maintain our net
asset value at a constant $1 per share, we cannot guarantee this value.
 
We do not price the securities in our portfolios at market value. Instead, we
value our portfolio securities at the price we paid when we bought them,
adjusting this price to reflect amortization of premium or any discount. After
using this amortized cost method to determine the value of our investments, we
then compare this value with the market value of our investments.
 
We calculate the market value of our investments using one of the following
three methods: (1) we may use actual quotations provided by third-party pricing
services or market makers; (2) we may estimate the market value of the
instruments; or (3) we may use a value obtained from the yield data (published
by reputable sources) of money market instruments that are comparable to the
 
                                       22
<PAGE>   47
 
securities we are valuing, using the mean between the bid and asked prices for
the instruments as the value of the instruments.
 
If deviation of 1/2 of 1% or more between our net asset value per share as
calculated by market values and our $1 per share amortized cost value, or if
there is any other deviation which the Board of Trustees believes would result
in a material dilution to shareholders or purchasers, the Board of Trustees will
promptly consider what action, if any, should be taken.
 
                        HOW THE FUNDS REPORT PERFORMANCE
 
From time to time, we may advertise the yield and effective yield, taxable
equivalent yield and taxable equivalent effective yield of our Value Advantage
Shares. Our actual performance will, of course, vary from year to year, and past
performance in no way represents or guarantees future performance. How we
perform in any given year will depend on the type and quality of securities in
which we invest, the market, and the operating expenses of each Fund's Value
Advantage Shares. Because the Value Advantage Shares are subject to different
expenses than Sweep Shares, the performance of the two classes of each Fund will
differ.
 
YIELD. When we calculate the yield of the Value Advantage Shares, we make some
hypothetical assumptions about how the Fund will do for one year. Using the
income generated over one 7-day period by a hypothetical investment, we assume
that this amount of income is generated each week for one year. This income for
the year is then shown as a percentage of our hypothetical investment. (See the
section entitled "Yield" in the Statement of Additional Information for more
information.)
 
EFFECTIVE YIELD. We calculate effective yield the same way, but we assume that
the income generated by our hypothetical investment is compounded weekly over
our hypothetical year. Because of the effect of compounding, the effective yield
will be slightly higher than the yield.
 
TAXABLE EQUIVALENT YIELD. The taxable equivalent yield is the yield that a
taxable investment must generate in order to equal (after applicable taxes are
deducted, assuming the investor is in the highest federal income tax bracket)
the yield for a tax-free investment. The taxable equivalent yield may be
reported for the Value Advantage Shares of our Funds and will be higher than the
yield for the Sweep Shares of our Funds.
 
TAXABLE EQUIVALENT EFFECTIVE YIELD. The taxable equivalent effective yield is
computed in the same manner as the taxable equivalent yield, except that the
effective yield is substituted for yield in the calculation.
 
COMPARING THE PERFORMANCE OF THE VALUE ADVANTAGE SHARES OF THE FUNDS WITH OTHER
FUNDS. We may compare the performance of the Value Advantage Shares of our Funds
with the performance of other mutual funds by comparing the ratings of mutual
fund rating services, various indices of investment performance, United States
Government obligations, bank certificates of deposit, the consumer price index,
and other investments for which reliable data is available.
 
                     ANNUAL AND SEMI-ANNUAL REPORT MAILINGS
 
Twice a year, we will provide a report to all shareholders describing the
performance of the Value Advantage Shares of the Funds and outlining the
investments held in the portfolios. In order to reduce mailing costs, we
consoli-
 
                                       23
<PAGE>   48
 
date these shareholder mailings by household. If a household has multiple
accounts and the same address of record for all the accounts, we will send
mailings for all accounts at that address in a single package. If you do not
want this consolidation of mailings to apply to your account, please write to
SchwabFunds(R) at the address on the front of this Prospectus. To request a free
copy of our Annual Report (or Semi-Annual Report) to Shareholders, call your
local Schwab office or call 800-2 NO-LOAD.
 
                                       24
<PAGE>   49
 
                          GLOSSARY OF IMPORTANT TERMS
 
AMORTIZED COST METHOD: the method of calculating a money market mutual fund's
net asset value whereby portfolio securities are valued at the fund's
acquisition cost, as adjusted for amortization or premium or accretion of
discount, rather than at their value based on current market factors.
 
ANNUALIZED: calculated to represent a year; a statement produced by calculating
financial results covering less than a year to show what would happen if the
results were hypothetically extended to cover an entire year.
 
BOND: a debt obligation that requires the issuer to pay a fixed sum of money
each year (the interest payments) until maturity, the date on which the bond
comes due and the principal (the amount borrowed) must be paid. Floating or
variable rate bonds have an interest rate that rises or falls if general
interest rates or some other security (such as Treasury bills) rises or falls.
 
BUSINESS DAY: any day both the Federal Reserve Bank of New York and the New York
Stock Exchange are open for business. A Business Day normally begins at 9:30
a.m. (Eastern time) when the Exchange opens and usually ends at 4 p.m. (Eastern
time) when the Exchange closes.
 
CAPITAL GAIN OR LOSS: the increase or decrease in the value of a security
relative to the original purchase price. A gain is realized when the security
that has increased in value is sold. If a security is held for more than 12
months and then sold at a profit, that profit is a realized long-term capital
gain. If it is sold at a profit after being held for less than 12 months, that
profit is a realized short-term capital gain.
 
CODE: The Internal Revenue Code of 1986, as amended.
 
COMMERCIAL PAPER: unsecured debt obligations issued by businesses and sold at a
discount but redeemed at par within 2 to 270 days.
 
DISTRIBUTION: payment a fund makes to shareholders. There are two kinds of
distributions: dividends, or the profits (after expenses) from a fund's
investments, and capital gains distributions.
 
DIVERSIFIED: Under the 1940 Act, a diversified money market fund generally may
not invest more than 5% of its assets in the securities of any one issuer, and
may not hold more than 10% of the voting shares of any one issuer. Certain minor
exceptions apply to this policy, which are described under "INVESTMENT
TECHNIQUES USED BY THE FUNDS - Limitations on Investments - Diversification."
 
DUFF: Duff & Phelps Credit Rating Co., an NRSRO.
 
FIRST-TIER: The highest ratings category assigned by an NRSRO. A first-tier
money market fund invests only in securities that are rated first-tier.
 
FITCH: Fitch Investor Services, Inc., an NRSRO.
 
FUNDAMENTAL: a policy that cannot be changed without the approval of a majority
(as defined in the 1940 Act) of the shareholders of a fund.
 
HIGH-QUALITY: rated in one of the two highest ratings categories assigned by any
NRSRO.
 
INVESTMENT MANAGER: Charles Schwab Investment Management, Inc.
 
LIQUIDITY: ability to convert assets into cash or cash equivalents within 7-days
at a fair value.
 
                                       25
<PAGE>   50
 
MATURITY: the date on which the principal of a debt obligation such as a bond
comes due and must be repaid.
 
MONEY MARKET INSTRUMENT: short-term, liquid debt such as Treasury bills and
commercial paper, which is sold at a discount but redeemed at par. See
Commercial Paper.
 
MOODY'S: Moody's Investors Service, an NRSRO.
 
NET ASSET VALUE (NAV): on a per share basis, the value of one share of a class
of a fund. This value is determined by adding the total fund assets, subtracting
all liabilities applicable to the class, and then dividing the resulting number
by the number of shares of the class outstanding.
 
1940 ACT: the Investment Company Act of 1940, as amended.
 
NONCUMULATIVE VOTING RIGHTS: the right of a shareholder to vote only the number
of shares owned at the time of voting.
 
NON-DIVERSIFIED: under the 1940 Act no fund may invest more than 5% of the value
of its total assets in the securities of one issuer except that, a
non-diversified money market fund may invest up to 50% of the value of its total
asset without regard to the 5% limitation, provided no more than 25% of the
Fund's total assets are invested in the securities of any one issuer.
 
NRSRO: a Nationally Recognized Statistical Rating Organization, such as Moody's,
S&P, Duff or Fitch.
 
PAR: for a stock, par is the value assigned to the stock at the time it is
issued. It does not reflect either the intrinsic value of the security nor its
market value. For a bond, par is the price at which the bond will be redeemed at
its date of maturity, and the value on which the calculation interest payments
is based.
 
PORTFOLIO: the total stocks, bonds, and other securities held by an individual
investor, a mutual fund, or a financial institution.
 
PRINCIPAL: capital; the original value of an investment or a debt; the face
value of a bond.
 
PRIVATE PLACEMENT: the sale of stocks or bonds directly to an investor without
the services of an underwriter or without registering them with the SEC.
 
PUT: an option that allows the holder to sell the stated amount of a specified
stock or commodity for a specific amount within a certain time period.
 
RESTRICTED SECURITY: securities that cannot be sold publicly without prior
agreement with the issuer to register the securities under the Securities Act of
1933, which permits only limited sale under specified conditions.
 
RISK: the possibility of losing all or part of an investment, that the value of
the investment will decrease, or that the investor will receive little or no
return on the investment.
 
S&P: Standard & Poor's Corporation, an NRSRO.
 
SCHWAB: Charles Schwab & Co., Inc. 101 Montgomery Street, San Francisco, CA
94104.
 
SECURITIES AND EXCHANGE COMMISSION (SEC): established by Congress to administer
the Securities Act of 1933 and other securities-related laws.
 
SECURITIES INVESTOR PROTECTION CORPORATION (SIPC): a government sponsored
private corporation that insures securities accounts held in brokerages for up
to $500,000 in the event
 
                                       26
<PAGE>   51
 
of the bankruptcy or financial failure of the brokerage. The insurance does not
cover loss due to financial risk.
 
SHORT-TERM: with respect to a fund's portfolio investments, maturing in 397 days
or less.
 
SYNTHETIC: an investment instrument (such as a fixed rate municipal bond) and an
option contract (such as a put) combined to create a security with desired
maturity or risk/return characteristics that may not be achievable through other
available investments.
 
TRANSFER AGENT: Charles Schwab & Co., Inc., 101 Montgomery Street, San
Francisco, CA 94104.
 
TRUST: The Charles Schwab Family of Funds.
 
- ------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
MADE BY THIS PROSPECTUS AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUNDS OR THEIR
DISTRIBUTOR.
- ------------------------------------------------------
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE FUNDS OR BY THE
DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH AN OFFER MAY NOT BE LAWFULLY MADE.
- ------------------------------------------------------
 
                                       27
<PAGE>   52
SCHWAB MONEY
FUNDS VALUE
ADVANTAGE
INVESTMENTS TM

PROSPECTUS April 1, 1996
 
                               [SchwabFunds Logo]
2400-3 (4/96) CRS 3917 Printed on recycled paper
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101 Montgomery Street
San Francisco, California 94104


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