SCHWAB CHARLES FAMILY OF FUNDS
497, 1997-01-03
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                       STATEMENT OF ADDITIONAL INFORMATION                      

                       THE CHARLES SCHWAB FAMILY OF FUNDS
                 101 Montgomery Street, San Francisco, CA 94104

                             THE SCHWAB MONEY FUNDS:
                             -----------------------
                            SCHWAB MONEY MARKET FUND
                          SCHWAB GOVERNMENT MONEY FUND
                         SCHWAB U.S. TREASURY MONEY FUND
                    SCHWAB MUNICIPAL MONEY FUND-SWEEP SHARES
               SCHWAB CALIFORNIA MUNICIPAL MONEY FUND-SWEEP SHARES
                         SCHWAB RETIREMENT MONEY FUND(R)
                  SCHWAB INSTITUTIONAL ADVANTAGE MONEY FUND(R)
                SCHWAB NEW YORK MUNICIPAL MONEY FUND-SWEEP SHARES

                   APRIL 29, 1996, AS AMENDED JANUARY 2, 1997


     This Statement of Additional Information is not a prospectus. It should be
read in conjunction with the Prospectuses dated April 29, 1996, as amended
January 2, 1997 (and as may be amended further from time to time), for Schwab
Money Market Fund, Schwab Government Money Fund, Schwab U.S. Treasury Money
Fund, Schwab Municipal Money Fund-Sweep Shares (formerly known as Schwab
Tax-Exempt Money Fund-Sweep Shares), Schwab California Municipal Money
Fund-Sweep Shares (formerly known as Schwab California Tax-Exempt Money
Fund-Sweep Shares) and Schwab New York Municipal Money Fund-Sweep Shares
(formerly known as Schwab New York Tax-Exempt Money Fund-Sweep Shares), and the
Prospectuses dated April 29, 1996, as amended November 26, 1996 (and as may be
amended further from time to time), for Schwab Retirement Money Fund and Schwab
Institutional Advantage Money Fund (each a "Fund" and collectively, the
"Funds"), 8 separately managed investment portfolios of The Charles Schwab
Family of Funds (the "Trust"). With respect to Schwab Municipal Money Fund,
Schwab California Municipal Money Fund and Schwab New York Municipal Money Fund,
each of which is offered in two classes of shares, this Statement of Additional
Information relates to the Sweep Shares of each of those Funds. Prior to June 6,
1995, Schwab Municipal Money Fund, Schwab California Municipal Money Fund and
Schwab New York Municipal Money Fund were not offered in multiple classes of
shares. The existing shares of those Funds are redesignated as Sweep Shares. The
other Funds listed above are not offered in multiple classes of shares. To
obtain a copy of any of these Prospectuses, please contact Charles Schwab & Co.,
Inc. ("Schwab") at 800-2 NO-LOAD, 24 hours a day, or 101 Montgomery Street, San
Francisco, California 94104. TDD users may contact Schwab at 800-345-2550, 24
hours a day. These Prospectuses are also available electronically by using our
World Wide Web address: http://www.schwab.com.

                                 SCHWABFUNDS(R)
                                 800-2 NO-LOAD
                                 (800-266-5623)

                                TABLE OF CONTENTS
                                                                           Page
                                                                           ----
MUNICIPAL SECURITIES......................................................... 2
INVESTMENT TECHNIQUES........................................................ 8
INVESTMENT RESTRICTIONS..................................................... 10
MANAGEMENT OF THE TRUST..................................................... 19
PORTFOLIO TRANSACTIONS AND TURNOVER......................................... 27
DISTRIBUTIONS AND TAXES..................................................... 28
SHARE PRICE CALCULATION..................................................... 34
HOW THE FUNDS REPORT PERFORMANCE............................................ 35
GENERAL INFORMATION......................................................... 39
PURCHASE AND REDEMPTION OF SHARES........................................... 43
OTHER INFORMATION........................................................... 43
APPENDIX - RATINGS OF INVESTMENT SECURITIES................................. 45
FINANCIAL STATEMENTS....................................................... F-1

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                              MUNICIPAL SECURITIES

     "Municipal Securities" are debt securities issued by a state, its political
subdivisions, agencies, authorities and corporations. Municipal Securities
issued by or on behalf of the State of California, its subdivisions, agencies or
authorities are referred to herein as "California Municipal Securities."
Municipal Securities issued by or on behalf of the State of New York, its
subdivisions, agencies or instrumentalities are referred to herein as "New York
Municipal Securities."

     Municipal Securities that Schwab Municipal Money Fund, Schwab California
Municipal Money Fund and Schwab New York Municipal Money Fund may purchase
include, without limitation, debt obligations issued to obtain funds for various
public purposes, including the construction of a wide range of public facilities
such as airports, bridges, highways, housing, hospitals, mass transportation,
public utilities, schools, streets, and water and sewer works. Other public
purposes for which Municipal Securities may be issued include refunding
outstanding obligations, obtaining funds for general operating expenses and
obtaining funds to loan to other public institutions and facilities.
                                          
     Municipal Securities include securities issued to finance various private
activities, including certain types of private activity bonds ("industrial
development bonds" under prior law). These securities may be issued by or on
behalf of public authorities to obtain funds to provide certain privately owned
or operated facilities. Schwab Municipal Money Fund, Schwab California Municipal
Money Fund and Schwab New York Municipal Money Fund may not be desirable
investments for "substantial users" of facilities financed by private activity
bonds or industrial development bonds or for "related persons" of substantial
users for whom dividends attributable to interest on such bonds may not be
tax-exempt. Shareholders should consult their own tax advisers regarding the
potential effect on them (if any) of any investment in these Funds.

     Municipal Securities are generally classified as "general obligation" or
"revenue." General obligation securities are secured by the issuer's pledge of
its full credit and taxing power for the payment of principal and interest.
Revenue securities are payable only from the revenues derived from a particular
facility or class of facilities or, in some cases, from the proceeds of a
special excise or other specific revenue source. Private activity bonds and
industrial development bonds that are Municipal Securities are in most cases
revenue bonds and generally do not constitute the pledge of the credit of the
issuer of such bonds.

     Municipal notes are instruments issued by or on behalf of governments and
political sub-divisions thereof. Examples include: tax anticipation notes
("TANS"), which are short-term debt instruments issued by a municipality or
state to finance working capital needs of the issuer in anticipation of
receiving taxes on a future date; revenue anticipation notes ("RANS"), which are
short-term debt instruments issued by a municipality or

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state to provide cash prior to receipt of expected non-tax revenues from a
specific source; bond anticipation notes ("BANS"), which are short-term debt
instruments issued by a municipality or state that will be paid off with the
proceeds of an upcoming bond issue; and tax revenue anticipation notes
("TRANS"), which are short-term debt instruments issued by a municipality or
state to finance working capital needs in anticipation of receiving taxes or
other revenues. Construction loan notes are instruments insured by the Federal
Housing Administration with permanent financing by "Fannie Mae" (the Federal
National Mortgage Association) or "Ginnie Mae" (the Government National Mortgage
Association) at the end of the project construction period. Tax-free commercial
paper is an unsecured promissory obligation issued or guaranteed by a municipal
issuer. Schwab Municipal Money Fund, Schwab California Municipal Money Fund and
Schwab New York Municipal Money Fund may purchase other Municipal Securities
similar to the foregoing, which are or may become available, including
securities issued to pre-refund other outstanding obligations of municipal
issuers.
                                        
     Taxable municipal securities are municipal securities the interest on which
is not exempt from federal income tax. Taxable municipal securities may include
"private activity bonds" that are issued by or on behalf of states or political
subdivisions thereof to finance privately-owned or operated facilities for
business and manufacturing, housing, sports, and pollution control and to
finance facilities for charitable institutions. The payment of the principal and
interest on private activity bonds is not backed by a pledge of tax revenues,
and is dependent solely on the ability of the facility's user to meet its
financial obligations. Taxable municipal securities also may include remarketed
certificates of participation.

     The federal bankruptcy statutes relating to the adjustments of debts of
political subdivisions and authorities of states of the United States provide
that, in certain circumstances, such subdivisions or authorities may be
authorized to initiate bankruptcy proceedings without prior notice to or consent
of creditors, which proceedings could result in material adverse changes in the
rights of holders of obligations issued by such subdivisions or authorities.

                                  RISK FACTORS

     Schwab California Municipal Money Fund's and Schwab New York Municipal
Money Fund's concentration in securities issued by a single state and its
political subdivisions provides a greater level of risk than does a fund that is
diversified across numerous states and municipal entities. The ability of a
single state and its municipalities to meet their obligations will depend on the
availability of tax and other revenues; economic, political and demographic
conditions within the state; and the underlying fiscal condition of the state
and its municipalities.

                        CALIFORNIA MUNICIPAL SECURITIES

     In addition to general economic pressures which affect the State of
California's ability to raise revenues to meet its financial obligations,
certain California constitutional amendments, legislative measures, executive
orders,

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administrative regulations and voter initiatives could also result in the
adverse effects described below. The following information is only a brief
summary, is not a complete description and is based on information drawn from
official statements and prospectuses relating to securities offerings of the
State of California that have come to the attention of the Trust and were
available before the date of this Statement of Additional Information. The Trust
has not independently verified the accuracy and completeness of the information
contained in those statements and prospectuses.             
                                         
    As used in this section, "California Municipal Securities" include issues
that are secured by a direct payment obligation of the State and obligations of
issuers that rely in whole or in part on State revenues for payment of their
obligations. Part of the State's General Fund surplus is distributed to
counties, cities and their various taxing entities; whether and to what extent a
portion of the State's General Fund will be distributed to them in the future is
unclear.                                 
                                         
    Overview. From mid-1990 to late 1993, the State suffered a recession with
the worst economic, fiscal and budget conditions since the 1930's. Construction,
manufacturing (especially aerospace), exports and financial services, among
other industries, were severely affected. Job losses were the worst of any
post-war recession.                      
                                         
    The recession seriously affected State tax revenues and caused an increase
in expenditures for health and welfare programs. As a result, the State
experienced recurring budget deficits. The State Controller reports that
expenditures exceeded revenues for four of the five fiscal years ending with
1991-92. Revenues and expenditures were essentially equal in 1992-93. The State
General Fund ended the 1993-94 fiscal year with an estimated accumulated deficit
of about $1.8 billion. A further consequence of the large budget imbalances has
been that the State depleted its available cash resources and has had to use a
series of external borrowings to meet its cash needs.

    As a result of the deterioration in the State's budget and cash situation,
the State's credit ratings were reduced. Since October 1992, all three major
nationally recognized statistical rating organizations lowered the State's
general obligation bond rating from the highest ranking of "AAA" to "A" by S&P,
"A1" by Moody's Investors Service ("Moody's") and "A+" by Fitch Investors
Service, Inc. ("Fitch"). However, since the start of 1994, California's economy
has been on a steady recovery. Employment grew significantly in 1994 and 1995,
especially in export-related industries, business services, electronics,
entertainment and tourism. Fitch recognized this rebound by raising the State's
rating from "A" to "A+" on February 26, 1996.

    State Appropriations Limit. Subject to certain exceptions, the State is
subject to an annual appropriations limit, imposed by its Constitution, on
"proceeds of taxes." Various expenditures, including but not limited to debt
service on certain bonds and appropriations for qualified capital outlay
projects, are not included in the appropriations limit.


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                              1995-96 FISCAL YEAR
                                         
    Revenues. The 1995-96 Budget Act projected General Fund revenues and
transfers of $44.1 billion, a 3.5% increase from the prior year, and Special
Fund revenues of $12.7 billion.                                 
                                         
    Expenditures. The 1995-96 Budget Act included General Fund expenditures of
$43.4 billion and Special Fund expenditures of $13.0 billion. The California
Department of Finance projected that, after repaying the last of the budget
deficit carried over from prior fiscal years, there would be a positive balance
of $28 million in the budget reserve on June 30, 1996.                    
                                         
    The Governor's proposed budget for the 1996-97 fiscal year, released on
January 10, 1996, updated the projections for the 1995-96 fiscal year; revenues
and transfers are estimated to be $45 billion and expenditures to be $44.2
billion. As a result, the budget reserve was projected to have a positive
balance of about $50 million on June 30, 1996, with available cash (after
payment of all obligations due) of about $2.2 billion.                         
                                         
                              1996-97 FISCAL YEAR
                                         
    The Governor's proposed budget for 1996-97 projected General Fund revenues
and transfers of about $45.6 billion and requested total General Fund
appropriations of about $45.2 billion, which would leave a budget reserve of
about $400 million on June 30, 1997. The Governor's proposed budget renewed a
proposal, which had been rejected by the Legislature in 1995, for a 15% cut in
personal and corporate tax rates, phased in over a three-year period. On the
assumption that the proposed tax rate cut would be enacted, the Governor's
proposed budget shows a reduction in revenues of about $600 million for 1996-97.
The Governor's proposed budget also projects external cash flow borrowing of up
to $3.2 billion to mature by June 30, 1997.

    The foregoing discussions of the 1995-96 Budget and the proposed 1996-97
Budget are based upon the Budget Act for 1995-96 and the Governor's proposed
1996-97 Budget, respectively, and should not be construed as a statement of
fact. The assumptions used to construct a budget, which include estimates and
projections of revenues and expenditures, may be affected by numerous factors,
including future economic conditions in the State and the nation. There can be
no assurances that any estimates will be achieved.

                             ISSUES AFFECTING LOCAL
                       GOVERNMENTS AND SPECIAL DISTRICTS

    Proposition 13. Certain California Municipal Securities may be obligations
of issuers that rely in whole or in part on ad valorem real property taxes as a
source of revenue. In 1978, California voters approved Proposition 13, which
limits ad valorem taxes on real property and restricts the ability of taxing
entities to increase property tax and other revenues.

    With certain exceptions, the maximum ad valorem tax on real property is
limited to 1% of the property's full cash value to be collected by the counties
and apportioned according to law. One exception is for debt service on bonded
indebtedness if approved by two-thirds of the votes cast by voters voting on the

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proposition. The full cash value may be: adjusted annually to reflect inflation
at a rate not to exceed 2% per year, or reduction in the consumer price index or
comparable local data; reduced in the event of declining property value caused
by substantial damage, destruction or other factors; or adjusted when there is a
"change in ownership" or "new construction."         
                                         
     The State, in response to the significant reduction in local property tax
revenues as a result of the passage of Proposition 13, enacted legislation to
provide local governments with increased expenditures from the General Fund.
This post-Proposition 13 fiscal relief has ended.                  
                                         
     Proposition 62. This initiative, approved by voters in 1986, placed further
restrictions on the ability of local governments to raise taxes and allocate
approved tax receipts. Although some decisions of the California Courts of
Appeal held that parts of Proposition 62 were unconstitutional, the California
Supreme Court recently upheld Proposition 62's requirement that special taxes be
approved by a two-thirds vote of the voters voting in an election on the issue.
This recent decision may invalidate other taxes that have been imposed by local
governments in California and make it more difficult for them to raise taxes. 
                                         
     Propositions 98 and 111. These initiatives changed the State appropriations
limit and State funding of public education below the university level by
guaranteeing K-14 schools a minimum share of General Fund revenues. The
initiatives require that the State establish a prudent state reserve fund for
public education.

     Appropriations Limit. Local governments are also subject to annual
appropriations limits. If a local government's revenues in any year exceed the
amount permitted to be spent, the excess must be returned to the public through
a revision of tax rates or fee schedules over the subsequent two years.

     Conclusion. The effect of these constitutional and statutory changes and
budget developments on the ability of California issuers to pay interest and
principal on their obligations remains unclear, and may depend on whether a
particular bond is a general obligation or limited obligation bond (limited
obligation bonds being generally less affected). There is no assurance that any
California issuer will make full or timely payments of principal or interest or
remain solvent; for example, in December 1994, Orange County filed for
bankruptcy. California Municipal Money Fund's concentration in California
Municipal Securities provides a greater level of risk than a fund that is
diversified across numerous states and municipal entities.

                               ADDITIONAL ISSUES

     Mortgages and Deeds of Trust. The California Municipal Money Fund may
invest in issues which are secured in whole or in part by a mortgage or deed of
trust on real property. California law limits the remedies of a creditor secured
by a mortgage or deed of trust, which may result in delays in the flow of
revenues to an issuer.

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     Lease Financings. Some local governments and districts finance certain
activities through lease arrangements. It is uncertain whether such lease
financings are debt that require voter approval.                 
                                        
     Seismic Risk. It is impossible to predict the time, magnitude or location
of a major earthquake or its effect on the California economy. In January 1994,
a major earthquake struck Los Angeles, causing significant damage to structures
and facilities in four counties. Another earthquake could create a major
dislocation of the California economy.  
                                        
                         NEW YORK MUNICIPAL SECURITIES
                                        
     The State of New York has experienced fiscal problems for several years as
a result of negligible growth, increased human service needs and the lingering
recession that hit the State harder than others. Although the State enjoyed good
growth throughout the early to mid-1980's, unemployment continues to be a
problem. The State's economy is highly developed and diverse, with a large
emphasis in service, trade, financial services and real estate; however,
extensive job losses in each of these areas has placed a burden on the State to
maintain employment, company development and a stable tax base.      
                                        
     The State has a large accumulated deficit, as reflected in its financial
results. The overall wealth of the State's population, as reflected by its per
capita income, offers a positive credit enhancement, and is among the highest in
the nation. The debt per capita, though, is also among the highest and poses a
large burden on State residents.  

     The importance of New York City to the State's economy is also an important
consideration, since it represents a significant portion of the overall economy
of the State. The City has struggled to maintain fiscal stability, and any major
changes to the financial condition of the City would ultimately have an effect
on the State. The overall financial condition of the State can be illustrated by
the changes of its debt rating during the last several years of financial
difficulties: Moody's downgraded the State's general obligation long-term debt
from A1 to A in 1990 and S&P downgraded it from A to A- in early 1992. The State
also carries a rating of A+ from Fitch. The short-term rating assigned by S&P of
A1 is within that NRSRO's two highest rating categories. Moody's rating on New
York City general obligation bonds is Baa1, while S&P rates them BBB+.

     Schwab New York Municipal Money Fund's concentration in securities issued
by the State of New York and its political subdivisions provides a greater level
of risk than a fund which is diversified across numerous states and municipal
entities. The ability of the State of New York or its municipalities to meet
their obligations will depend on the availability of tax and other revenues;
economic, political and demographic conditions within the State; and the
underlying fiscal condition of the State and its municipalities.


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                              INVESTMENT TECHNIQUES
 
                       EURODOLLAR CERTIFICATES OF DEPOSIT
                             AND FOREIGN SECURITIES
                                        
     Before investing in Eurodollar certificates of deposit, a Fund will
consider their marketability, possible restrictions on international currency
transactions, and any regulations imposed by the domicile country of the foreign
issuer. Eurodollar certificates of deposit may not be subject to the same
regulatory requirements as certificates of deposit issued by U.S. banks and
associated income may be subject to the imposition of foreign taxes.
                                        
     Investments in securities of foreign issuers or securities principally
traded overseas may involve certain special risks due to foreign economic,
political and legal developments, including expropriation of assets or
nationalization, imposition of withholding taxes on dividend or interest
payments, and possible difficulty in obtaining and enforcing judgments against
foreign entities.
                                        
                               SECTION 4(2) PAPER
                                        
     Commercial Paper and other securities are issued in reliance on the
so-called "private placement" exemption from registration afforded by Section
4(2) of the Securities Act of 1933, as amended, and resold to qualified
institutional buyers under Securities Act Rule 144A ("Section 4(2) paper").
Federal securities laws restrict the disposition of Section 4(2) paper. Section
4(2) paper generally is sold to institutional investors such as the Funds who
agree that they are purchasing the paper for investment and not for public
distribution. Any resale by the purchaser must be in an exempt transaction and
may be accomplished in accordance with Rule 144A. Section 4(2) paper normally is
resold to other institutional investors such as the Funds 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 this market for Section 4(2) paper sold and offered under
Rule 144A will continue to develop, Charles Schwab Investment Management, Inc.
(the "Investment Manager"), pursuant to guidelines approved by the Board of
Trustees, will carefully monitor a Fund's investments in these securities,
focusing on such important factors, among others, as valuation, liquidity and
availability of information.

                         ASSET-BACKED COMMERCIAL PAPER
                              AND OTHER SECURITIES

     Schwab Money Market Fund, Schwab Retirement Money Fund(R) and Schwab
Institutional Advantage Money Fund(R) can invest a portion of their assets in
asset-backed commercial paper and other money market fund Eligible Securities
(as that term is hereinafter defined). The credit quality of most asset-backed
commercial paper depends primarily on the credit quality of the assets
underlying such securities, how well the entity issuing the security is
insulated from the credit risk of the originator (or any other affiliated
entities) and the amount and quality of any credit support provided to the
securities.


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     Asset-backed commercial paper is often backed by a pool of assets
representing the obligations of a number of different parties. To lessen the
effect of failures by obligors on these underlying assets to make payments, such
securities may contain elements of credit support. 
                                        
     Such credit support falls into two classes: liquidity protection and
protection against ultimate default on the underlying assets. Liquidity
protection refers to the provision of advances, generally by the entity
administering the pool of assets, to ensure that scheduled payments on the
underlying pool are made in a timely fashion. Protection against ultimate
default ensures payment on at least a portion of the assets in the pool. Such
protection may be provided through guarantees, insurance policies or letters of
credit obtained from third parties, through various means of structuring the
transaction or through a combination of such approaches. The degree of credit
support provided on each issue is based generally on historical information
respecting the level of credit risk associated with such payments. Delinquency
or loss in excess of that anticipated could adversely affect the return on an
investment in an asset-backed security.

     Bank notes are notes used to represent debt obligations issued by banks in
large denominations.

     Tax-exempt commercial paper is an unsecured short-term obligation issued by
a government or political sub-division thereof.

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                             INVESTMENT RESTRICTIONS

EXCEPT AS OTHERWISE NOTED, THE RESTRICTIONS BELOW ARE FUNDAMENTAL AND CANNOT BE
CHANGED WITHOUT APPROVAL OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING VOTING
SECURITIES (AS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED,
HEREINAFTER THE "1940 ACT") OF THE FUND TO WHICH THEY APPLY.

EACH OF SCHWAB MONEY MARKET FUND, SCHWAB GOVERNMENT MONEY FUND, SCHWAB
RETIREMENT MONEY FUND(R) AND SCHWAB INSTITUTIONAL ADVANTAGE MONEY FUND(R) MAY
NOT:

(1)      Purchase securities or make investments other than in accordance with
         its investment objectives and policies.

(2)      Purchase securities of any issuer (other than obligations of, or
         guaranteed by, the U.S. Government, its agencies or instrumentalities)
         if, as a result thereof, more than 5% of the value of its assets would
         be invested in the securities of such issuer.

(3)      Purchase, in the aggregate with all other Schwab Money Funds, more than
         10% of any class of securities of any issuer. All debt securities and
         all preferred stocks are each considered as one class.

(4)      Concentrate 25% or more of the value of its assets in any one industry;
         provided, however, that it reserves the freedom of action to invest up
         to 100% of its assets in certificates of deposit or bankers'
         acceptances issued by domestic branches of U.S. banks and U.S. branches
         of foreign banks (which the Fund has determined to be subject to the
         same regulation as U.S. banks), or obligations of, or guaranteed by,
         the U.S. Government, its agencies or instrumentalities in accordance
         its investment objective and policies.

(5)      Invest more than 5% of its total net assets in securities of issuers
         (other than obligations of, or guaranteed by, the U.S. Government, its
         agencies or instrumentalities) that, with their predecessors, have a
         record of less than three years of continuous operation.

(6)      Enter into repurchase agreements if, as a result thereof, more than 10%
         its net assets valued at the time of the transaction would be subject
         to repurchase agreements maturing in more than 7-days and invested in
         securities restricted as to disposition under the federal securities
         laws (except commercial paper issued under Section 4(2) of the
         Securities Act of 1933, as amended). Each Fund will invest no more than
         10% of its net assets in illiquid securities.


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(7)      Invest more than 5% of its total assets in securities restricted as to
         disposition under the federal securities laws (except commercial paper
         issued under Section 4(2) of the Securities Act of 1933, as amended).

(8)      Purchase or retain securities of an issuer if any of the officers,
         trustees or directors of the Trust or its Investment Manager or the
         Sub-Adviser individually own beneficially more than 1/2 of 1% of the
         securities of such issuer and together beneficially own more than 5% of
         the securities of such issuer.

(9)      Invest in commodities or commodity contracts, futures contracts, real
         estate or real estate limited partnerships, although it may invest in
         securities which are secured by real estate and securities of issuers
         which invest or deal in real estate.

(10)     Invest for the purpose of exercising control or management of another
         issuer.

(11)     Purchase securities of other investment companies, except in connection
         with a merger, consolidation, reorganization or acquisition of
         assets.(1)

(12)     Make loans to others (except through the purchase of debt obligations
         or repurchase agreements in accordance with its investment objectives
         and policies), except that Schwab Retirement Money Fund(R) and Schwab
         Institutional Advantage Money Fund(R) may (i) purchase a portion of an
         issue of short-term debt securities or similar obligations (including
         repurchase agreements) that are publicly distributed or customarily
         purchased by institutional investors, and (ii) lend its portfolio
         securities.

(13)     Borrow money, except as a temporary measure for extraordinary or
         emergency purposes, and then only in an amount up to one-third of the
         value of its total assets in order to meet redemption requests without
         immediately selling any portfolio securities. The Fund will not borrow
         for leverage purposes or purchase securities or make investments while
         reverse repurchase agreements or borrowings are outstanding. Any
         borrowings by Schwab Money Market Fund or Schwab Government Money Fund
         will not be collateralized. If for any reason the current value of the
         total net assets of any Fund falls below an amount equal to three times
         the amount of indebtedness from money borrowed, such Fund will, within
         three business days, reduce its indebtedness to the extent necessary.

(14)     Write, purchase or sell puts, calls or combinations thereof.

- ----------

(1)  See the description of the Trustees' deferred compensation plan under
     "Management of the Trust" in this Statement of Additional Information
     for an exception to this investment restriction.


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(15)     Make short sales of securities, or purchase any securities on margin,
         except to obtain such short-term credits as may be necessary for the
         clearance of transactions.

(16)     Invest in interests in oil, gas, mineral leases or other mineral
         exploration or development programs, although it may invest in the
         securities of issuers which invest in or sponsor such programs.

(17)     Underwrite securities issued by others except to the extent it may be
         deemed to be an underwriter, under the federal securities laws, in
         connection with the disposition of securities from its investment
         portfolio.

(18)     Issue senior securities as defined in the 1940 Act.

Except for restrictions (4) and (13), if a percentage restriction is adhered to
at the time of investment, a later increase in percentage resulting from a
change in values or net assets will not be considered a violation.

EACH OF SCHWAB MUNICIPAL MONEY FUND, SCHWAB CALIFORNIA MUNICIPAL MONEY FUND AND
SCHWAB NEW YORK MUNICIPAL MONEY FUND:

(1)      May not purchase securities or make investments other than in
         accordance with investment objectives and policies.

(2)      May not purchase securities (other than securities of the U.S.
         Government, its agencies or instrumentalities) if as a result of such
         purchase 25% or more of its total assets would be invested in any
         industry (although securities issued by governments or political
         subdivisions of governments are not considered to be securities subject
         to this industry concentration restriction) or in any one state
         (although the limitation as to investments in a state or its political
         subdivision shall not apply to Schwab California Municipal Money Fund
         or Schwab New York Municipal Money Fund), nor may it enter into a
         repurchase agreement if more than 10% of its net assets would be
         subject to repurchase agreements maturing in more than 7-days.

(3)      May not purchase or retain securities of an issuer if any of the
         officers, trustees or directors of the Trust or its Investment Manager
         individually own beneficially more than 1/2 of 1% of the securities of
         such issuer and together own more than 5% of the securities of such
         issuer.

(4)      May not invest in commodities or commodity futures contracts or in real
         estate, except that each Fund may invest in Municipal Securities
         secured by real estate or interests therein.

(5)      May not invest for the purpose of exercising control or management of
         another issuer.


12
<PAGE>   13
(6)      May not invest in interests in oil, gas or other mineral exploration or
         development programs, although it may invest in Municipal Securities of
         issuers which invest in or sponsor such programs.

(7)      May not underwrite securities issued by others, except to the extent it
         may be deemed to be an underwriter, under the federal securities laws,
         in connection with the disposition of securities from its investment
         portfolio.

(8)      May lend or borrow money to the extent permitted by the Investment
         Company Act of 1940 or the rules or regulations thereunder, as such
         statute, rules or regulations may be amended from time to time.

(9)      May pledge, mortgage or hypothecate any of its assets to the extent
         permitted by the Investment Company Act of 1940 or the rules or
         regulations thereunder, as such statute, rules or regulations may be
         amended from time to time.

(10)     May issue senior securities to the extent permitted by the Investment
         Company Act of 1940 or the rules or regulations thereunder, as such
         statute, rules or regulations may be amended from time to time.

(11)     May purchase securities of any issuer only when consistent with the
         maintenance of its respective status as a diversified company (in the
         case of Schwab Municipal Money Fund) or non-diversified company (in the
         case of Schwab California Municipal Money Fund and Schwab New York
         Municipal Money Fund) under the Investment Company Act of 1940 or the
         rules or regulations thereunder, as such statute, rules or regulations
         may be amended from time to time.

The following restrictions are non-fundamental, and may be changed by the Board
of Trustees:

Each of Schwab Municipal Money Fund, Schwab California Municipal Money Fund and
Schwab New York Municipal Money Fund may not:

(1)      Purchase securities of any issuer (other than obligations of, or
         guaranteed by, the U.S. Government, its agencies or instrumentalities)
         if, as a result, more than 5% of the value of its assets would be
         invested in the securities of that issuer, except that, with respect to
         Schwab California Municipal Money Fund and Schwab New York Municipal
         Money Fund, provided no more than 25% of the Fund's total assets would
         be invested in the securities of a single issuer, up to 50% of the
         value of the Fund's assets may be invested without regard to this 5%
         limitation. For purposes of this limitation, the Fund will regard the
         entity which has the primary responsibility for the payment of interest
         and principal as the issuer.


13
<PAGE>   14
(2)      Invest more than 5% of its total assets in securities restricted as to
         disposition under the federal securities laws, although this limitation
         shall be 10% with respect to Schwab California Municipal Money Fund and
         Schwab New York Municipal Money Fund.

(3)      Purchase securities of other investment companies, except in connection
         with a merger, consolidation, reorganization or acquisition of
         assets.(2)

(4)      Make loans to others (except through the purchase of debt obligations
         or repurchase agreements in accordance with its investment objective
         and policies).

(5)      Borrow money, except from banks for temporary purposes (but not for the
         purpose of purchasing investments), and then only in an amount not to
         exceed one-third of the value of its total assets (including the amount
         borrowed) in order to meet redemption requests which otherwise might
         result in the untimely disposition of securities; or pledge its
         securities or receivables or transfer or assign or otherwise encumber
         them in an amount to exceed 10% of the Fund's net assets to secure
         borrowings. Reverse repurchase agreements entered into by the Fund are
         permitted within the limitations of this paragraph. No such Fund will
         purchase securities or make investments while reverse repurchase
         agreements or borrowings are outstanding.

(6)      Write, purchase or sell puts, calls or combinations thereof, although
         it may purchase Municipal Securities subject to standby commitments,
         variable rate demand notes or repurchase agreements in accordance with
         its investment objective and policies.

(7)      Make short sales of securities or purchase securities on margin, except
         to obtain such short-term credits as may be necessary for the clearance
         of transactions.

(8)      Issue senior securities as defined in the 1940 Act.

Except for fundamental restriction (3) and non-fundamental restriction (5), if a
percentage restriction is adhered to at the time of investment, a later increase
in percentage resulting from a change in values or net assets will not be
considered a violation. None of the Funds has a present intention of borrowing
during the coming year and, in any event, each Fund would limit borrowings as
required by the restrictions previously stated.

- ----------

(2) See the description of the Trustees' deferred compensation plan under
    "Management of the Trust" in this Statement of Additional Information
    for an exception to this investment restriction.


14
<PAGE>   15
SCHWAB U.S. TREASURY MONEY FUND MAY NOT:

(1)      Purchase securities other than obligations issued by the U.S. Treasury
         and securities backed by the "full faith and credit" guarantee of the
         U.S. Government that mature in 397 days or less.3

(2)      Make loans to others (except through the purchase of debt obligations).

(3)      Issue senior securities as defined in the 1940 Act.

(4)      Underwrite securities issued by others except to the extent it may be
         deemed to be an underwriter, under the federal securities laws, in
         connection with the disposition of securities from its investment
         portfolio.

(5)      Invest in commodities or in real estate.

(6)      Invest for the purpose of exercising control over management of another
         company.

(7)      Borrow money, except as a temporary measure for extraordinary or
         emergency purposes, and then only in an amount up to one-third of the
         value of the Fund's total assets in order to meet redemption requests
         without immediately selling any portfolio securities; or pledge its
         securities or receivables or transfer or assign or otherwise encumber
         them in an amount to exceed 33% of the Fund's net assets to secure
         borrowings. The Fund will not borrow for leverage purposes or purchase
         securities or make investments while reverse repurchase agreements or
         borrowings are outstanding. If for any reason the current value of the
         total net assets of the Fund falls below an amount equal to three times
         the amount of its indebtedness from money borrowed, the Fund will,
         within three business days, reduce its indebtedness to the extent
         necessary.

The following restrictions are non-fundamental, and may be changed by the Board
of Trustees.

Schwab U.S. Treasury Money Fund may not:

(1)      Invest more than 10% of its assets in securities which are not readily
         marketable, including securities which are restricted as to
         disposition; or

(2)      Engage in short sales, except for short sales against the box.

- ----------

(3)  See the description of the Trustees' deferred compensation plan under
     "Management of the Trust" in this Statement of Additional Information
     for an exception to this investment restriction.


15
<PAGE>   16
Each Schwab Money Fund will only purchase securities that present minimal credit
risks and (except in the case of Schwab U.S. Treasury Money Fund) which are
First Tier or Second Tier Securities (otherwise referred to as "Eligible
Securities") (4). An Eligible Security is:

(1)      a security with a remaining maturity of 397 days or less (12 months or
         less in the case of Schwab Money Market and Schwab Government Money
         Funds): (a) that is rated by the requisite nationally recognized
         statistical rating organizations ("NRSROs") designated by the
         Securities and Exchange Commission (the "SEC") (currently Moody's, S&P,
         Duff and Phelps Credit Rating Co., Fitch, Thomson Bankwatch, and, with
         respect to debt issued by banks, bank holding companies, United Kingdom
         building societies, broker-dealers and broker-dealers' parent
         companies, and bank-supported debt, IBCA Limited and its affiliate,
         IBCA, Inc.) in one of the two highest rating categories for short-term
         debt obligations (two NRSROs are required but one rating suffices if
         only one NRSRO rates the security), or (b) that itself was unrated by
         any NRSRO, but was issued by an issuer that has outstanding a class of
         short-term debt obligations (or any security within that class) meeting
         the requirements of subparagraph 1(a) above that is of comparable
         priority and security;

(2)      a security that at the time of issuance was a long-term security but
         has a remaining maturity of 397 days or less (12 months or less in the
         case of Schwab Money Market and Schwab Government Money Funds), and (a)
         whose issuer received a rating within one of the two highest rating
         categories from the requisite NRSROs for short-term debt obligations
         with respect to a class of short-term debt obligations (or any security
         within that class) that is now comparable in priority and security with
         the subject security; or (b) that has long-term ratings from the
         requisite NRSROs that are in one of the two highest categories; or

(3)      a security not rated by an NRSRO but deemed by the Investment Manager,
         pursuant to guidelines adopted by the Board of Trustees, to be of
         comparable quality to securities described in (1) and (2) above and to
         represent minimal credit risks.

A First Tier Security is any Eligible Security that carries (or other relevant
securities issued by its issuer carry) top NRSRO ratings from at least two
NRSROs (a single top rating suffices if only one NRSRO rates the security) or
has been determined by the Investment Manager, pursuant to guidelines adopted by
the Board of Trustees, to be of comparable quality to such a security. A Second
Tier Security is any other Eligible Security.

- ----------

(4) See the description of the Trustees' deferred compensation plan under
    "Management of the Trust" in this Statement of Additional Information for an
    exception to this investment restriction.


16
<PAGE>   17
Schwab Money Market Fund, Schwab Government Money Fund, Schwab Retirement Money
Fund(R) and Schwab Institutional Advantage Money Fund(R) will limit their
investments in the First Tier Securities of any one issuer to no more than 5% of
their assets. (Repurchase agreements collateralized by non-Government securities
will be taken into account when making this calculation.) Moreover, each Fund's
total holdings of Second Tier Securities will not exceed 5% of its assets, with
investment in the Second Tier Securities of any one issuer being limited to the
greater of 1% of the Fund's assets or $1 million. In addition, the underlying
securities involved in repurchase agreements collateralized by non-Government
securities will be First Tier Securities at the time the repurchase agreements
are executed.

1940 ACT LIMITATIONS

         Fundamental investment restrictions (8), (9), (10) and (11) for the
Schwab Municipal Money Fund, Schwab California Municipal Money Fund and Schwab
New York Municipal Money Fund permits these Funds to engage in certain
investment practices and purchase securities to the extent permitted by, or
consistent with, the 1940 Act. Relevant limitations of the 1940 Act are
described below. Each Fund is also subject to more restrictive non-fundamental
investment restrictions. Non-fundamental investment restrictions may be changed
by the Board of Trustees. The Board of Trustees has no current intention of
changing any non-fundamental investment restrictions. Shareholders would be
notified prior to any change in non-fundamental investment restrictions.

         Fundamental investment restriction (8). The 1940 Act presently limits a
Fund's ability to borrow more than one-third of the value of its total assets.
The positions of the SEC staff on the ability of a mutual fund to borrow have
evolved in recent years with the development of new investment practices, such
as reverse repurchase agreements. Fundamental investment restriction (8) allows
each Fund the ability to consider engaging in new investment practices to the
extent permitted by the 1940 Act as interpretations of the 1940 Act are further
developed.

         Borrowing by a Fund is a form of leveraging of its portfolio which will
expose it to certain risks. Leveraging will exaggerate the effect of any
increase or decrease in the value of portfolio securities on a Fund's net asset
value, and money borrowed will be subject to interest costs (which may include
commitment fees and/or the cost of maintaining minimum average balances) which
may or may not exceed the interest received from the securities purchased with
borrowed funds.

         The 1940 Act also restricts the ability of any mutual fund to lend.
Under the 1940 Act, a Fund may only make loans if expressly permitted to do so
by the Fund's investment policies, and a Fund may not make loans to persons who
control or are under common control with the Fund. Thus, the 1940 Act
effectively prohibits a Fund from making loans to certain persons when conflicts
of interest or undue influence are most likely present. The 


17
<PAGE>   18
Funds may, however, make other loans which if made would expose shareholders to
certain additional risks.

         Fundamental investment restriction (9). The 1940 Act, and, in
particular, certain liquidity restrictions, limits a Fund's ability to pledge,
mortgage or hypothecate its assets. To the extent that pledged assets are
encumbered for more than seven days such assets would be considered illiquid
and, therefore, each Fund's use of such techniques would be limited to 10% of
its net assets. Additionally, under the 1940 Act, a Fund is limited to pledging,
mortgaging or hypothecating no more than one-third of its assets.

         Fundamental investment restriction (10). The ability of a mutual fund
to issue senior securities, which has evolved somewhat in recent years, is
severely circumscribed by complex regulatory constraints under the 1940 Act that
restrict, for instance, the amount, timing, and form of senior securities that
may be issued. In addition, portfolio management techniques involving the
issuance of senior securities, such as the purchase of securities on margin,
short sales, or the writing of puts on portfolio securities, are all techniques
that involve the leveraging of a portfolio and would not be consistent with the
current SEC rules governing money market funds.

         Fundamental investment restriction (11). Under Section 5(b) of the 1940
Act, an investment company is diversified if, as to 75% of its total assets, no
more than 5% of the value of its total assets is invested in the securities of a
single issuer and no more than 10% of the issuer's voting securities is held by
the investment company. As non-diversified Funds, Schwab California Municipal
Money Fund and Schwab New York Municipal Money Fund are not subject to this
diversification requirement. However, each of the Funds, including Schwab
California Municipal Money Fund and Schwab New York Municipal Money Fund, is
subject to the "per issuer" diversification requirements of the Code. Under the
Code, the 5% "per issuer" limit is applied only to 50% of a Fund's total assets
(not 75% of total assets as under the 1940 Act).


18
<PAGE>   19
                             MANAGEMENT OF THE TRUST

         OFFICERS AND TRUSTEES. The officers and Trustees of the Trust, their
principal occupations over the past five years and their affiliations, if any,
with The Charles Schwab Corporation, Schwab and the Investment Manager, are as
follows:

<TABLE>
<CAPTION>
                       POSITION WITH
                       -------------
NAME/DATE OF BIRTH     THE TRUST              PRINCIPAL OCCUPATION
- ------------------     ---------              --------------------
<S>                    <C>                    <C>
CHARLES R. SCHWAB*     Chairman and Trustee   Chairman, Chief Executive Officer 
July 29, 1937                                 and Director, The Charles Schwab 
                                              Corporation; Chairman and
                                              Director, Charles Schwab & Co.,
                                              Inc. and Charles Schwab Investment
                                              Management, Inc.; Chairman and
                                              Director, The Charles Schwab Trust
                                              Company; Chairman and Director
                                              (current board positions), and
                                              Chairman (officer position) until
                                              December 1995, Mayer & Schweitzer,
                                              Inc. (a securities brokerage
                                              subsidiary of The Charles Schwab
                                              Corporation); Director, The Gap,
                                              Inc. (a clothing retailer),
                                              Transamerica Corporation (a
                                              financial services organization),
                                              AirTouch Communications (a
                                              telecommunications company) and
                                              Siebel Systems (a software
                                              company).

                                              
TIMOTHY F. McCARTHY**  President and Trustee  Executive Vice President - Mutual 
September 19, 1951                            Funds, Charles Schwab & Co., Inc.;
                                              Executive Vice President-         
                                              President, Financial Products and 
                                              International Group, The Charles  
                                              Schwab Corporation; Chief         
                                              Executive Officer, Charles Schwab 
                                              Investment Management, Inc.;      
                                              President, Chief Financial Officer
                                              and Director, Charles Schwab      
                                              Limited; Director, Mayer &        
                                              Schweitzer. From 1994 to 1995, Mr.
                                              McCarthy was Chief Executive      
                                              Officer, Jardine Fleming Unit     
                                              Trusts Ltd.;                      
</TABLE>

- ------------------------                      

      *Mr. Schwab is an "interested person" of the Trust.

     **Mr. McCarthy is an "interested person" of the Trust.


19


<PAGE>   20
<TABLE>
<CAPTION>
                       POSITION WITH
                       -------------
NAME/DATE OF BIRTH     THE TRUST              PRINCIPAL OCCUPATION
- ------------------     ---------              --------------------
<S>                    <C>                    <C>
                                              Executive Director, Jardine
                                              Fleming Holdings Ltd.; Chairman,
                                              Jardine Fleming Taiwan Securities
                                              Ltd.; and Director of JF India and
                                              Fleming Flagship, Europe. Prior to
                                              1994, he was President of Fidelity
                                              Investments Advisor Group, a
                                              division of Fidelity Investments
                                              in Boston.

                                  
DONALD F. DORWARD      Trustee                President and Chief Executive 
September 23, 1931                            Officer, Dorward & Associates 
                                              (advertising and
                                              marketing/consulting).
                                  
                                                   
ROBERT G. HOLMES       Trustee                Chairman, Chief Executive Officer                   
May 15, 1931                                  and Director, Semloh Financial, 
                                              Inc. Semloh Financial is an
                                              international financial services
                                              and investment advisory firm.
                                                   
DONALD R. STEPHENS     Trustee                Managing Partner, D.R. Stephens & 
June 28, 1938                                 Co. (investment banking).  Prior 
                                              to 1995, Mr. Stephens was Chairman
                                              and Chief Executive Officer of
                                              North American Trust (a real
                                              estate investment trust). Prior to
                                              1992, Mr. Stephens was Chairman
                                              and Chief Executive Officer of the
                                              Bank of San Francisco.
                                                   
MICHAEL W. WILSEY      Trustee                Chairman, Chief Executive Officer 
August 18, 1943                               and Director, Wilsey Bennett, Inc.
                                              (truck and air transportation,
                                              real estate investment and
                                              management, and investments).
</TABLE>


20
<PAGE>   21
<TABLE>
<CAPTION>
                       POSITION WITH
                       -------------
NAME/DATE OF BIRTH     THE TRUST                   PRINCIPAL OCCUPATION
- ------------------     ---------                   --------------------
<S>                    <C>                         <C>
TAI-CHIN TUNG          Treasurer and Principal     Vice President - Finance,    
March 7, 1951          Financial Officer           Charles Schwab & Co., Inc.;  
                                                   Controller, Charles Schwab   
                                                   Investment Management, Inc.  
                                                   From 1994 to 1996, Ms. Tung  
                                                   was Controller for Robertson 
                                                   Stephens Investment          
                                                   Management, Inc. From 1993 to
                                                   1994, she was Vice President 
                                                   of Fund Accounting, Capital  
                                                   Research and Management Co.  
                                                   Prior to 1993, Ms. Tung was  
                                                   Senior Vice President of the 
                                                   Sierra Funds and Chief       
                                                   Operating Officer of Great   
                                                   Western Financial Securities.
                                                   
WILLIAM J. KLIPP*      Executive Vice President,   Executive Vice               
December 9, 1955       Chief Operating Officer     President-SchwabFunds(R),    
                       and Trustee                 Charles Schwab & Co., Inc.;  
                                                   President and Chief Operating
                                                   Officer, Charles Schwab      
                                                   Investment Management, Inc.  
                                                   Prior to 1993, Mr. Klipp was 
                                                   Treasurer of Charles Schwab &
                                                   Co., Inc. and Mayer &        
                                                   Schweitzer, Inc.             
                                                                                
                                                   
STEPHEN B. WARD        Senior Vice President and   Senior Vice President and 
April 5, 1955          Chief Investment            Chief Investment Officer, 
                       Officer                     Charles Schwab Investment 
                                                   Management, Inc.          
                                                   
                                                   
FRANCES COLE           Secretary                   Vice President, Chief        
September 9, 1955                                  Counsel, Chief Compliance    
                                                   Officer and Assistant        
                                                   Corporate Secretary, Charles 
                                                   Schwab Investment Management,
                                                   Inc.                         
</TABLE>

- ----------------------
     *Mr. Klipp is an "interested person" of the Trust.


21
<PAGE>   22
<TABLE>
<CAPTION>
                       POSITION WITH
                       -------------
NAME/DATE OF BIRTH     THE TRUST                   PRINCIPAL OCCUPATION
- ------------------     ---------                   --------------------
<S>                    <C>                         <C>
DAVID H. LUI           Assistant Secretary         Vice President and Senior    
October 14, 1960                                   Counsel, Charles Schwab      
                                                   Investment Management, Inc.  
                                                   From 1991 to 1992, he was    
                                                   Assistant Secretary for the  
                                                   Franklin Group of Mutual     
                                                   Funds and Assistant Corporate
                                                   Counsel of Franklin          
                                                   Resources, Inc.              
                                                   
                                                   
CHRISTINA M. PERRINO   Assistant Secretary         Vice President and Senior   
June 16, 1961                                      Counsel, Charles Schwab     
                                                   Investment Management, Inc. 
                                                   Prior to 1994, she was      
                                                   Counsel and Assistant       
                                                   Secretary for North American
                                                   Security Life Insurance     
                                                   Company and Secretary for   
                                                   North American Funds.       
                                                   
                                                   
KAREN L. SEAMAN        Assistant Secretary         Corporate Counsel, Charles   
February 27, 1968                                  Schwab Investment Management,
                                                   Inc. From October, 1994 to   
                                                   July 1996, Ms. Seaman was    
                                                   Attorney for Franklin        
                                                   Resources, Inc. Prior to     
                                                   1994, Ms. Seaman was an      
                                                   attorney for The Benham      
                                                   Group.                       
</TABLE>
                                                   
         Each of the above-referenced Officers and/or Trustees also serves in
the same capacity as described for the Trust for Schwab Investments, Schwab
Capital Trust and Schwab Annuity Portfolios. The address of each individual
listed above is 101 Montgomery Street, San Francisco, California 94104.


22
<PAGE>   23
                              COMPENSATION TABLE(1)

<TABLE>
<CAPTION>
                                                   Pension or
                                                   Retirement 
                                                   Benefits               Estimated 
                                                   Accrued as Part        Annual Benefits 
                                                   of Fund                Upon                 Total 
                             Aggregate             Expenses from          Retirement from      Compensation           
Name of Person,              Compensation          the Fund               the Fund             from the Fund 
Position                     from the Trust        Complex(2)             Complex(2)           Complex(2)
- --------                     --------------        ----------             ----------           ----------
<S>                             <C>                    <C>                   <C>                  <C>
Charles R. Schwab,                   0                 N/A                   N/A                       0
Chairman and Trustee

Elizabeth G. Sawi(3),                0                 N/A                   N/A                       0
President and Trustee

Timothy F. McCarthy(4),              0                 N/A                   N/A                       0
President and Trustee

William J. Klipp,                    0                 N/A                   N/A                       0
Executive Vice President,
Chief Operating Officer
and Trustee

Donald F. Dorward,              38,500                 N/A                   N/A                  73,000
Trustee                        

Robert G. Holmes,               38,500                 N/A                   N/A                  73,000
Trustee                        

Donald R. Stephens,             38,500                 N/A                   N/A                  73,000
Trustee                        

Michael W. Wilsey,              38,500                 N/A                   N/A                  73,000
Trustee                        
</TABLE>
                              
         (1)      Figures are for the Trust's fiscal year ended December 31,
                  1995.
         (2)      "Fund Complex" comprises all 22 funds of the Trust, Schwab
                  Investments, Schwab Capital Trust and Schwab Annuity
                  Portfolios.
         (3)      Ms. Sawi served as President and Trustee until October 1995.
         (4)      Mr. McCarthy became President and Trustee in October 1995.

            --------------------------------------------------------


23
<PAGE>   24
                       TRUSTEE DEFERRED COMPENSATION PLAN

         Pursuant to exemptive relief received by the Trust from the SEC, the
Trust may enter into deferred fee arrangements (the "Fee Deferral Plan" or the
"Plan") with the Trust's Trustees who are not "interested persons" of any of the
Funds of the Trust (the "Independent Trustees" or the "Trustees").

         As of the date of this Statement of Additional Information, none of the
Independent Trustees has elected to participate in the Fee Deferral Plan. If an
Independent Trustee does elect to participate in the Plan, the Plan would
operate as described below.

         Under the Plan, deferred Trustee's fees will be credited to a book
reserve account established by the Trust (the "Deferred Fee Account"), as of the
date such fees would have been paid to such Trustee. The value of the Deferred
Fee Account as of any date will be equal to the value the Account would have had
as of that date if the amounts credited to the Account had been invested and
reinvested in the securities of the SchwabFund or SchwabFunds(R) selected by the
participating Trustee (the "Selected SchwabFund Securities"). SchwabFunds
include the series or classes of beneficial interest of the Trust, Schwab
Investments and Schwab Capital Trust.

         Pursuant to the exemptive relief granted to the Trust, each Fund will
purchase and maintain the Selected SchwabFund Securities in an amount equal to
the deemed investments in that Fund of the Deferred Fee Accounts of the
Independent Trustees. The exemptive relief granted to the Trust permits the
Funds and the Trustees to purchase the Selected SchwabFund Securities, which
transactions would otherwise be limited or prohibited by the investment policies
and/or restrictions of the Funds. See "Investment Restrictions."

                               INVESTMENT MANAGER

         The Investment Manager, a wholly owned subsidiary of The Charles Schwab
Corporation, serves as the Funds' investment adviser and administrator pursuant
to two separate yet otherwise substantially similar Investment Advisory and
Administration Agreements (the "Advisory Agreements") between it and the Trust.
The Investment Manager is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, and currently provides investment
management services to the SchwabFunds Family(R), a family of 26 mutual funds
with over $42 billion in assets as of December 15, 1996. The Investment Manager
is an affiliate of Schwab; the Trust's distributor; and the shareholder services
and transfer agent.

         Each Advisory Agreement will continue in effect for one-year terms for
each Fund to which it relates, subject to annual approval by: (1) the Trust's
Board of Trustees or (2) a vote of a majority (as defined in the 1940 Act) of
the outstanding voting securities of a Fund. In either event, the continuance
must also be approved by a majority of the Trust's Board of Trustees who are not
parties to the Agreement or interested persons (as defined in the 1940 Act) of
any such party by vote cast in person at a meeting called for the purpose of
voting on such 


24
<PAGE>   25
approval. Each Advisory Agreement may be terminated at any time upon 60 days'
notice by either party, or by a majority vote of the outstanding shares of a
Fund, and will terminate automatically upon assignment.

         Pursuant to an Advisory Agreement dated June 15, 1994, the Investment
Manager is entitled to receive from Schwab Money Market Fund a graduated annual
fee, payable monthly, of 0.46% of the Fund's average daily net assets not in
excess of $2 billion, 0.45% of such net assets over $2 billion but not in excess
of $3 billion, and 0.40% of such net assets over $3 billion; the Investment
Manager is entitled to receive from Schwab Government Money Fund and Schwab
Municipal Money Fund a graduated annual fee, payable monthly, of 0.46% of the
average daily net assets of each such Fund's average daily net assets not in
excess of $1 billion, 0.41% of such net assets over $1 billion but not in excess
of $2 billion, and 0.40% of such net assets over $2 billion.

         For the fiscal year ended December 31, 1993, the investment advisory
fees paid by Schwab Money Market Fund, Schwab Government Money Fund and Schwab
Municipal Money Fund were $19,368,000 (fees were reduced by $11,025,000);
$4,558,000 (fees were reduced by $2,863,000); and $3,494,000 (fees were reduced
by $5,424,000), respectively.

         For the fiscal year ended December 31, 1994, the investment advisory
fees paid by Schwab Money Market Fund, Schwab Government Money Fund and Schwab
Municipal Money Fund were $28,697,000 (fees were reduced by $13,405,000);
$5,434,000 (fees were reduced by $2,922,000); and $5,421,000 (fees were reduced
by $6,646,000), respectively.

         For the fiscal year ended December 31, 1995, the investment advisory
fees paid by Schwab Money Market Fund, Schwab Government Money Fund and Schwab
Municipal Money Fund were $36,652,000 (fees were reduced by $15,603,000);
$1,901,000 (fees were reduced by $2,777,000); and $6,465,000 (fees were reduced
by $7,229,000), respectively.

         Pursuant to a separate Advisory Agreement dated June 15, 1994, as may
be amended from time to time, the Investment Manager is entitled to receive an
annual fee, payable monthly, of 0.46% of each of Schwab California Municipal
Money Fund, Schwab New York Municipal Money Fund and Schwab U.S. Treasury Money
Fund's average daily net assets not in excess of $1 billion, 0.41% of such net
assets over $1 billion but not in excess of $2 billion, and 0.40% of such net
assets over $2 billion. In addition, the Investment Manager is entitled to
receive from Schwab Retirement Money Fund(R) and Schwab Institutional Advantage
Money Fund(R) a graduated annual fee, payable monthly, of 0.46% of each such
Fund's average daily net assets not in excess of $2 billion, 0.45% of such net
assets over $2 billion but not in excess of $3 billion, and 0.40% of such net
assets over $3 billion.

         For the fiscal year ended December 31, 1993, the investment advisory
fees 


25
<PAGE>   26
paid by Schwab California Municipal Money Fund and Schwab U.S. Treasury
Money Fund were $1,437,000 (fees were reduced by $2,450,000) and $483,000 (fees
were reduced by $687,000), respectively. During the fiscal year ended December
31, 1993, no investment advisory fees were paid by the Schwab Institutional
Advantage Money Fund(R) and Schwab Retirement Money Fund(R).

         For the fiscal year ended December 31, 1994, the investment advisory
fees paid by Schwab California Municipal Money Fund, Schwab U.S. Treasury Money
Fund, Schwab Institutional Advantage Money Fund and Schwab Retirement Money Fund
were $2,254,000 (fees were reduced by $3,274,000); $1,016,000 (fees were reduced
by $1,442,000); $124,000 (fees were reduced by $96,000); and $75,000 (fees were
reduced by $21,000), respectively.

         For the fiscal year ended December 31, 1995, the investment advisory
fees paid by Schwab California Municipal Money Fund, Schwab U.S. Treasury Money
Fund, Schwab Institutional Advantage Money Fund and Schwab Retirement Money Fund
were $2,748,000 (fees were reduced by $3,697,000); $2,748,000 (fees were reduced
by $2,674,000); $202,000 (fees were reduced by $162,000); and $338,000 (fees
were reduced by $16,000), respectively. For the period February 27, 1995
(commencement of operations) to December 31, 1995, the investment advisory fee
paid by Schwab New York Municipal Money Fund was $464,000 (fees were reduced by
$277,000).


                                    EXPENSES

         The Trust pays the expenses of its operations, including: the fees and
expenses of independent accountants, counsel and the custodian; the cost of
reports and notices to shareholders; the cost of calculating net asset value;
registration fees; the fees and expenses of qualifying the Trust and its shares
for distribution under federal and state securities laws; and membership dues in
the Investment Company Institute or any similar organization. The Trust's
expenses generally are allocated among the Funds on the basis of relative net
assets at the time the expense is incurred, except that expenses directly
attributable to a particular Fund or class of a Fund are charged to that Fund or
class, respectively.

                                   DISTRIBUTOR

         Pursuant to a Distribution Agreement, Schwab is the principal
underwriter for shares of the Trust and is the Trust's agent for the purpose of
the continuous offering of the Funds' shares. Each Fund pays the cost of the
prospectuses and shareholder reports to be prepared and delivered to existing
shareholders. Schwab pays such costs when the described materials are used in
connection with the offering of shares to prospective investors and for
supplementary sales literature and advertising. Schwab receives no fee under the
Distribution Agreement. Terms of continuation, termination and assignment under
the Distribution Agreement are identical to those described above with respect
to the Advisory Agreements.


26
<PAGE>   27
                          CUSTODIAN AND FUND ACCOUNTANT

         PNC Bank, National Association, at the Airport Business Center, 200
Stevens Drive, Suite 440, Lester, Pennsylvania 19113, serves as Custodian for
the Trust.

         PFPC, Inc., at 400 Bellevue Parkway Wilmington, Delaware 19809, serves
as Fund Accountant for the Trust.

                             ACCOUNTANTS AND REPORTS
                                 TO SHAREHOLDERS

         The Trust's independent accountants, Price Waterhouse LLP, audit and
report on the annual financial statements of each series of the Trust and review
certain regulatory reports and each Fund's federal income tax return. Price
Waterhouse LLP also performs other professional accounting, auditing, tax and
advisory services when the Trust engages it to do so. Shareholders will be sent
audited annual and unaudited semi-annual financial statements. The address of
Price Waterhouse LLP is 555 California Street, San Francisco, California 94104.

                                  LEGAL COUNSEL

         Ropes & Gray, One Franklin Square, 1301 K Street, N.W., Suite 800 East,
Washington, D.C. 20005, is counsel to the Trust.


                       PORTFOLIO TRANSACTIONS AND TURNOVER


                             PORTFOLIO TRANSACTIONS

         Portfolio transactions are undertaken principally to: pursue the
objective of each Fund in relation to movements in the general level of interest
rates; invest money obtained from the sale of Fund shares; reinvest proceeds
from maturing portfolio securities; and meet redemptions of Fund shares.
Portfolio transactions may increase or decrease the yield of a Fund depending
upon management's ability to correctly time and execute them.

         The Investment Manager, in effecting purchases and sales of portfolio
securities for the account of each Fund, seeks to obtain best price and
execution. Subject to the supervision of the Board of Trustees, the Investment
Manager will generally select brokers and dealers for the Funds primarily on the
basis of the quality and reliability of brokerage services, including execution
capability and financial responsibility.

         When the execution and price offered by two or more broker-dealers are
comparable, the Investment Manager may, in its discretion, utilize the services
of broker-dealers that provide it with investment information and other research
resources. Such resources may also be used by the Investment Manager when
providing advisory services to other investment advisory clients, including
mutual funds.

         The Trust expects that purchases and sales of portfolio securities will
usually be principal transactions. 


27
<PAGE>   28
Securities will normally be purchased directly from the issuer or from an
underwriter or market maker for the securities.

         Purchases from underwriters will include a commission or concession
paid by the issuer to the underwriter, and purchases from dealers serving as
market makers will include the spread between the bid and asked prices.

         The investment decisions for each Fund are reached independently from
those for other accounts managed by the Investment Manager. Such other accounts
may also make investments in instruments or securities at the same time as a
Fund. When two or more accounts managed by the Investment Manager have funds
available for investment in similar instruments, available instruments are
allocated as to amount in a manner considered equitable to each account. In some
cases this procedure may affect the size or price of the position obtainable for
Fund. However, it is the opinion of the Board of Trustees that the benefits
conferred by the Investment Manager outweigh any disadvantages that may arise
from exposure to simultaneous transactions.

                               PORTFOLIO TURNOVER

         Because securities with maturities of less than one year are excluded
from required portfolio turnover rate calculations, each Schwab Money Fund's
portfolio turnover rate for reporting purposes is expected to be zero.


                             DISTRIBUTIONS AND TAXES


                                  DISTRIBUTIONS


         On each day that the net asset value per share of a Fund is determined
("Business Day"), such Fund's net investment income will be declared as of the
close of trading on the New York Stock Exchange (normally 4:00 p.m. Eastern
time) as a daily dividend to shareholders of record as of the last calculation
of net asset value prior to the declaration. In the case of Schwab Institutional
Advantage Money Fund(R), for shareholders satisfying certain conditions,
investment income will be declared as a daily dividend to shareholders of record
as of that day's calculation of net asset value. Conditions which must be met in
order to receive a dividend for the day on which the order is received by the
Transfer Agent or its authorized agent are: (1) a minimum investment of
$100,000; (2) receipt by Schwab or the Charles Schwab Trust Company before 1:30
p.m. Eastern time; and (3) payment in immediately available funds. Shareholders
will receive dividends in additional shares unless they elect to receive cash.
For each Fund except Schwab Retirement Money Fund(R) and Schwab Institutional
Advantage Money Fund, dividends will normally be reinvested monthly in full
shares of the Fund (for Schwab Municipal Money Fund, Schwab California Municipal
Money Fund and Schwab New York Municipal Money 


28
<PAGE>   29
Fund dividends will normally be reinvested monthly in full Sweep Shares of the
Fund) at the net asset value on the 15th day of each month, if a Business Day,
otherwise on the next Business Day. For Schwab Retirement Money Fund(R) and
Schwab Institutional Advantage Money Fund(R), dividends will normally be
reinvested monthly in full shares of the Fund at the net asset value on the 15th
day of each month, if a Business Day, otherwise on the next Business Day. If
cash payment is requested, checks will normally be mailed on the Business Day
following the reinvestment date. Each Fund will pay shareholders, who redeem all
of their shares, all dividends accrued to the time of the redemption within 7
days.

         Each Fund calculates its dividends based on its daily net investment
income. For this purpose, the net investment income of a Fund (other than Schwab
Municipal Money Fund, Schwab California Municipal Money Fund and Schwab New York
Municipal Money Fund) consists of: (1) accrued interest income, plus or minus
amortized discount or premium, minus (2) accrued expenses allocated to that
Fund. For this purpose, for Schwab Municipal Money Fund, Schwab California
Municipal Money Fund and Schwab New York Tax Exempt Money Fund, the net
investment income of the Sweep Shares of each Fund consists of: (1) accrued
interest income plus or minus amortized discount or premium, allocated to the
Sweep Shares of that Fund minus (2) accrued expenses allocated to the Sweep
Shares of that Fund. If a Fund realizes any capital gains, they will be
distributed at least once during the year as determined by the Board of
Trustees. Any realized capital losses to the extent not offset by realized
capital gains will be carried forward. It is not anticipated that a Fund will
realize any long-term capital gains. Expenses of the Trust are accrued each day.
Should the net asset value of a Fund deviate significantly from market value,
the Board of Trustees could decide to value the investments at market value and
any unrealized gains and losses could affect the amount of the Fund's
distributions.

                              FEDERAL INCOME TAXES

         It is each Fund's policy to qualify for taxation as a "regulated
investment company" by meeting the requirements of Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"). By following this policy, each
Fund expects to eliminate or reduce to a nominal amount the federal income tax
to which it is subject.

         In order to qualify as a regulated investment company, each of the
Funds must, among other things, (1) derive at least 90% of its gross income from
dividends, interest, payments with respect to securities loans and gains from
the sale or other disposition of stocks, securities, foreign currencies or other
income (including gains from options, futures or forward contracts) derived with
respect to its business of investing in stocks, securities or currencies; (2)
derive less than 30% of its gross income from gains from the sale or other
disposition of certain assets (including stocks and securities) held for less
than three months; and (3) diversify its holdings so that at the end of each
quarter of its taxable year (i) at least 50% of the market 


29


<PAGE>   30
value of the Fund's total assets is represented by cash or cash items, U.S.
Government securities, securities of other regulated investment companies and
other securities limited, in respect of any one issuer, to a value not greater
than 5% of the value of the Fund's total assets and 10% of the outstanding
voting securities of such issuer, and (ii) not more than 25% of the value of its
assets is invested in the securities of any one issuer (other than U.S.
Government securities or securities of any other regulated investment company)
or of two or more issuers that the Fund controls, within the meaning of the
Code, and that are engaged in the same, similar or related trades or businesses.
These requirements may restrict the degree to which a Fund may engage in
short-term trading and certain hedging transactions and may limit the range of a
Fund's investments. If a Fund qualifies as a regulated investment company, it
will not be subject to federal income tax on the part of its net investment
income and net realized capital gains, if any, which it distributes to
shareholders, provided that the Fund meets certain minimum distribution
requirements. To comply with these requirements, a Fund must distribute at least
(a) 90% of its "investment company taxable income" (as that term is defined in
the Code) and (b) 90% of the excess of its (i) tax-exempt interest income over
(ii) certain deductions attributable to that income (with certain exceptions),
for its taxable year. Each Fund intends to make sufficient distributions to
shareholders to meet these requirements.

         If a Fund fails to distribute in a calendar year (regardless of whether
it has a non-calendar taxable year) substantially all of its (i) ordinary income
for such year; and (ii) capital gain net income for the year ending October 31
(or later if the Fund is permitted so to elect and so elects), plus any retained
amount from the prior year, the Fund will be subject to a nondeductible 4%
excise tax on the undistributed amounts. Each Fund intends generally to make
distributions sufficient to avoid imposition of this excise tax.

         Any distributions declared by the Funds in October, November or
December to shareholders of record during those months and paid during the
following January are treated, for tax purposes, as if they were received by
each shareholder on December 31 of the year in which they were declared. A Fund
may adjust its schedule for the reinvestment of distributions for the month of
December to assist in complying with the reporting and minimum distribution
requirements of the Code.

         The Funds do not expect to realize any significant amount of long-term
capital gain. However, any distributions of long-term capital gain will be
taxable to the shareholders as long-term capital gain, regardless of how long a
shareholder has held the Fund's shares. If a shareholder disposes of shares at a
loss before holding such shares for longer than six months, the loss will be
treated as a long-term capital loss to the extent the shareholder received a
capital gain dividend on the shares.

         A Fund will be required in certain cases to withhold and remit to the
U.S. Treasury 31% of taxable dividends paid to any shareholder who (1) fails to
provide a 


30
<PAGE>   31
correct taxpayer identification number certified under penalty of perjury; (2)
is subject to withholding by the Internal Revenue Service for failure to
properly report all payments of interest or dividends; or (3) fails to provide a
certified statement that he or she is not subject to "backup withholding." This
"backup withholding" is not an additional tax and any amounts withheld may be
credited against the shareholder's ultimate U.S. tax liability.

         The Funds may engage in investment techniques that may alter the timing
and character of the Funds' income. The Funds may be restricted in their use of
these techniques by rules relating to their qualification as regulated
investment companies.

         The foregoing discussion relates only to federal income tax law as
applicable to U.S. citizens or residents. Foreign shareholders (i.e.,
nonresident alien individuals and foreign corporations, partnerships, trusts and
estates) are generally subject to U.S. withholding tax at the rate of 30% (or a
lower tax treaty rate) on distributions derived from net investment income and
short-term capital gains. Distributions to foreign shareholders of long-term
capital gains and any gains from the sale or other disposition of shares of the
Funds are generally not subject to U.S. taxation, unless the recipient is an
individual who meets the Code's definition of "resident alien." Different tax
consequences may result if the foreign shareholder is engaged in a trade or
business within the United States. In addition, the tax consequences to a
foreign shareholder entitled to claim the benefits of a tax treaty may be
different than those described above. Distributions by a Fund also may be
subject to state, local and foreign taxes, and its treatment under applicable
tax laws may differ from the federal income tax treatment.

                          SCHWAB MUNICIPAL MONEY FUND,
                        SCHWAB CALIFORNIA MUNICIPAL MONEY
                            FUND AND SCHWAB NEW YORK
                              MUNICIPAL MONEY FUND

         The Code permits a regulated investment company that invests at least
50% of its assets at the close of each quarter in Municipal Securities to pass
through to its investors, on a tax-exempt basis, net Municipal Securities
interest income. An exempt-interest dividend is any dividend or part thereof
(other than a capital gain dividend) paid by Schwab Municipal Money Fund, Schwab
California Municipal Money Fund or Schwab New York Municipal Money Fund and
designated as an exempt-interest dividend in a written notice mailed to
shareholders after the close of such Fund's taxable year, but not to exceed in
the aggregate the net Municipal Securities interest income received by each such
Fund during the taxable year. The percentage of the total dividends paid for any
taxable year that qualified as exempt-interest dividends will be the same for
all shareholders receiving dividends from each Fund during such year, regardless
of the period for which the Shares were held. If for any taxable year Schwab
Municipal Money Fund, Schwab California Municipal Money Fund or Schwab New York
Municipal Money Fund does not qualify for the special federal tax treatment
afforded regulated investment companies, all of its taxable 


31
<PAGE>   32
income will be subject to federal tax at regular corporate rates (without any
deduction for distributions to its shareholders) when distributed, and Municipal
Securities interest income, although not taxed to the Funds, would be taxable to
shareholders.

         A shareholder should consult his or her own tax adviser with respect to
whether exempt-interest dividends would be excludable from gross income if the
shareholder were treated as a "substantial user" of facilities financed by an
obligation held by a Fund or a "related person" to such user under the Code. Any
loss on the sale or exchange of any share held for six months or less will be
disallowed to the extent of the amount of the exempt-interest dividend received
with respect to such share. The U.S. Treasury Department is authorized to issue
regulations reducing the period to not less than 31 days for certain regulated
investment companies, but no such regulations have been issued as of the date of
this Statement of Additional Information.

         All or part of interest on indebtedness incurred or continued by a
shareholder to purchase or carry shares of a Fund will not be deductible by the
shareholder. The portion of interest that is not deductible is equal to the
total interest paid or accrued on the indebtedness multiplied by the percentage
of that Fund's total distributions (excluding distributions of the excess of net
long-term capital gains over net short-term capital losses) paid to the
shareholder that are exempt-interest dividends. Under rules used by the Internal
Revenue Service, the purchase of shares of a Fund may be considered to have been
made with borrowed funds even though such funds are not directly traceable to
the purchase of the shares.

         The discussion of federal income taxation presented above summarizes
only some of the important federal tax considerations generally affecting
purchasers of Fund shares. No attempt has been made to present a detailed
explanation of the federal income tax treatment of a Fund and its shareholders,
and the discussion is not intended as a substitute for careful tax planning.
Accordingly, prospective investors (particularly those not residing or domiciled
in the United States) should consult their own tax advisers regarding the
consequences of investing in a Fund.

                                   STATE TAXES

         With respect to Schwab California Municipal Money Fund, if, at the
close of each quarter of its taxable year, at least 50% of the value of the
total assets of the Fund consists of obligations the interest on which is exempt
from California personal income taxation under the Constitution or laws of
California or of the United States when held by an individual ("California
Exempt Obligations"), then the Fund will be qualified to pay dividends exempt
from State of California personal income tax to its non-corporate shareholders
(hereinafter referred to as "California exempt-interest dividends"). Schwab
California Municipal Money Fund intends to qualify under the above requirement
so that it can pay California exempt-interest dividends. If Schwab California
Municipal Money Fund fails to so qualify, no part of its dividends will be


32
<PAGE>   33
exempt from State of California personal income tax.

         With respect to Schwab New York Municipal Money Fund, there is no
analogous requirement, so all dividends representing interest on New York
Municipal Securities that is exempt from New York personal income taxation will
be exempt from New York State and municipal income taxes in the hands of
non-corporate shareholders ("New York exempt-interest dividends").

         Not later than 60 days after the close of its taxable year, Schwab
California and New York Municipal Money Funds will notify each shareholder of
the portion of the dividends paid by it to the shareholder with respect to such
taxable year which is exempt from State of California personal income tax or New
York personal income tax, respectively.

         The total amount of California exempt-interest dividends paid by Schwab
California Municipal Money Fund to all of its shareholders with respect to any
taxable year cannot exceed the amount of interest received by the Fund during
such year on California Exempt Obligations, less any expenses or expenditures
(including any expenditures attributable to the acquisition of additional
securities for Schwab California Municipal Money Fund) that are allocable from
such interest. Dividends paid by Schwab California Municipal Money Fund in
excess of this limitation will be treated as ordinary dividends subject to State
of California personal income tax at ordinary rates. For purposes of this
limitation, expenses or other expenditures paid during any year generally will
be allocable with funds attributable to interest received by the Fund from
California Exempt Obligations for such year in the same ratio as such interest
from California Exempt Obligations for such year bears to the total gross income
earned by the Fund for the year. The effect of this accounting convention is
that amounts of interest from California Exempt Obligations received by Schwab
California Municipal Money Fund that would otherwise be available for
distribution as California exempt-interest dividends will be reduced by the
expenses and expenditures be allocable from such amounts.

         To the extent, if any, dividends paid to shareholders by Schwab
California Municipal Money Fund or New York Municipal Money Fund are derived
from long-term and short-term capital gains, such dividends will not constitute
California or New York exempt-interest dividends. Rules similar to those
regarding the treatment of such dividends for federal income tax purposes are
also applicable for State of California and New York personal income tax
purposes. Moreover, interest on indebtedness incurred by a shareholder to
purchase or carry shares of Schwab California Municipal Money Fund or New York
Municipal Money Fund is not deductible for state personal income tax purposes if
the Fund distributes California or New York exempt-interest dividends to the
shareholder during his or her taxable year.

         The foregoing is a summary of only some of the important state personal
income tax considerations generally affecting Schwab California Municipal 


33
<PAGE>   34
and New York Municipal Money Funds and their shareholders. No attempt is made to
present a detailed explanation of the state personal income tax treatment of
Schwab California Municipal and New York Municipal Money Funds or their
shareholders, and this discussion is not intended as a substitute for careful
planning. Further, it should be noted that the portion of Schwab California
Municipal and New York Municipal Money Funds' dividends constituting California
or New York exempt-interest dividends, respectively, is excludable from income
for State of California or State of New York personal income tax purposes only.


         Any dividends paid to shareholders of the Funds subject to state
franchise or corporate income tax will be taxed as ordinary dividends to such
shareholders, notwithstanding that all or a portion of such dividends is exempt
from state personal income tax. Accordingly, potential investors in the Schwab
California Municipal Money Fund or New York Municipal Money Fund, including, in
particular, corporate investors which may be subject to California or New York
franchise or corporate income tax, should consult their tax advisers with
respect to the application of such tax to the receipt of dividends from the
Funds and as to their own state tax situation, in general.


                             SHARE PRICE CALCULATION


         Each Schwab Money Fund values its portfolio instruments at amortized
cost, which means they are valued at their acquisition cost, as adjusted for
amortization of premium or discount, rather than at current market value.
Calculations are made to compare the value of a Fund's investments at amortized
cost with market values. Market valuations are obtained by using actual
quotations provided by market makers, estimates of market value or values
obtained from yield data relating to classes of money market instruments
published by reputable sources at the mean between the bid and asked prices for
the instruments. The amortized cost method of valuation seeks to maintain a
stable $1.00 per share net asset value even where there are fluctuations in
interest rates that affect the value of portfolio instruments. Accordingly, this
method of valuation can in certain circumstances lead to a dilution of a
shareholder's interest. If a deviation of 1/2 of 1% or more were to occur
between the net asset value per share calculated by reference to market values
and a Schwab Money Fund's $1.00 per share net asset value, or if there were any
other deviation that the Board of Trustees of the Trust believed would result in
a material dilution to shareholders or purchasers, the Board of Trustees would
promptly consider what action, if any, should be initiated. If a Schwab Money
Fund's net asset value per share (computed using market values) declined, or
were expected to decline, below $1.00 (computed using amortized cost), the Board
of Trustees might temporarily reduce or suspend dividend payments in 


34
<PAGE>   35
an effort to maintain the net asset value at $1.00 per share. As a result of
such reduction or suspension of dividends or other action by the Board of
Trustees, an investor would receive less income during a given period than if
such a reduction or suspension had not taken place. Such action could result in
investors receiving no dividend for the period during which they hold their
shares and receiving, upon redemption, a price per share lower than that which
they paid. On the other hand, if a Schwab Money Fund's net asset value per share
(computed using market values) were to increase, or were anticipated to increase
above $1.00 (computed using amortized cost), the Board of Trustees might
supplement dividends in an effort to maintain the net asset value at $1.00 per
share.


                        HOW THE FUNDS REPORT PERFORMANCE

           The historical performance of a Fund may be shown in the form of
total return, yield, effective yield and, for the Sweep Shares of Schwab
Municipal Money Fund, Schwab California Municipal Money Fund and Schwab New York
Municipal Money Fund, taxable equivalent yield and taxable equivalent effective
yield. These measures of performance are described below.


                                  TOTAL RETURN

           Standardized Total Return. Average annual total return for a period
is determined by calculating the actual dollar amount of investment return on a
$1,000 investment in a Fund made at the beginning of the period, then
calculating the average annual compounded rate of return that would produce the
same investment return on the $1,000 over the same period. In computing average
annual total return, a Fund assumes the reinvestment of all distributions at net
asset value on applicable reinvestment dates.

         Nonstandardized Total Return. Nonstandardized total return for a Fund
differs from standardized total return in that it relates to periods other than
the period for standardized total return and/or that it represents aggregate
(rather than average) total return.

         In addition, an after-tax total return for each Fund may be calculated
by taking that Fund's standardized or non-standardized total return and
subtracting applicable federal taxes from the portions of each Fund's total
return attributable to capital gains distributions and ordinary income. This
after-tax total return may be compared to that of other mutual funds with
similar investment objectives as reported by independent sources.

         Each Fund may also report the percentage of that Fund's standardized or
non-standardized total return that would be paid to taxes annually (at the
applicable federal personal income and capital gains tax rates before redemption
of Fund shares). This proportion may be compared to that of other mutual funds
with similar investment objectives as reported by independent sources.


35


<PAGE>   36
         A Fund may also advertise its cumulative total return since inception.
This number is calculated using the same formula that is used for average annual
total return except that, rather than calculating the total return based on a
one-year period, cumulative total return is calculated from inception to the
date specified.

<TABLE>
<CAPTION>
                                                     From Inception Date to
                                                        December 31, 1995
                                                        -----------------
                                                   Average 
                                                    Annual           Cumulative             
                                                 Total Return       Total Return         One Year  
                                                 ------------       ------------       Total Return
                                                                                           as of
                           Inception Date                                             December 31, 1995
                           --------------                                             -----------------
<S>                        <C>                      <C>                <C>                 <C>  
Schwab Institutional
Advantage
Money Fund(R)              January 4, 1994          4.77%              9.73%               5.65%
Schwab Retirement
Money Fund(R)              March 2, 1994            4.76%              8.90%               5.43%
</TABLE>


                                     YIELD

           A Fund's yield refers to the net investment income generated by a
hypothetical investment in the Fund (or, in the case of Schwab Municipal Money
Fund, Schwab California Municipal Money Fund and Schwab New York Municipal Money
Fund, the Sweep Shares of the Fund) over a specific 7-day period. This net
investment income is then annualized, which means that the net investment income
generated during the 7-day period is assumed to be generated in each 7-day
period over an annual period, and is shown as a percentage of the investment.

                                 EFFECTIVE YIELD

         A Fund's effective yield is calculated similarly, but the net
investment income earned by the investment is assumed to be compounded weekly
when annualized. The effective yield will be slightly higher than the yield due
to this compounding effect.


                          TAXABLE EQUIVALENT YIELD AND
                       TAXABLE EQUIVALENT EFFECTIVE YIELD

         The taxable equivalent yield of the Sweep Shares of Schwab Municipal
Fund is computed by dividing that portion of the yield of the class (computed as
described above) that is tax-exempt by an amount equal to one minus the stated
federal income tax rate (normally assumed to be the maximum applicable marginal
tax bracket rate) and adding the result to that portion, if any, of the yield of
the class that is not tax-exempt. The taxable equivalent yield of the Sweep
Shares of Schwab California Municipal Money Fund is calculated by dividing that
portion of the yield of the class (computed as described above) which is
tax-exempt by an amount equal to one minus the stated combined State of
California and 


36
<PAGE>   37
federal income tax rate (normally assumed to be the maximum federal marginal
rate of 39.6% and the California marginal rate of 9.3%, although other rates may
be used at times), and adding the result to that portion, if any, of the yield
of the class that is not tax-exempt. The taxable equivalent yield of the Sweep
Shares of Schwab New York Municipal Money Fund is calculated by dividing that
portion of the yield of the class (computed as described above) which is
tax-exempt by an amount equal to one minus the stated combined New York
municipal, State of New York and federal income tax rate (normally assumed to be
the maximum federal marginal rate of 39.6%, the State of New York marginal rate
of 7.125% and the New York municipal marginal rate of 3.91%, although other
rates may be used at times), and adding the result to that portion, if any, of
the yield of the class that is not tax-exempt.

         Taxable equivalent effective yields are computed in the same manner as
taxable equivalent yields, except that effective yield is substituted for yield
in the calculation. In calculating taxable equivalent yields and effective
yields, Schwab Municipal Money Fund generally assumes an effective tax rate of
39.6%, Schwab California Municipal Money Fund generally assumes an effective tax
rate (combining the federal 39.6% rate and the California 9.30% rate, and
assuming the taxpayer deducts California state taxes paid) of 45.22%, and Schwab
New York Municipal Money Fund generally assumes an effective tax rate (combining
the federal 39.6% rate, the New York state 7.125% rate and the New York
municipal 3.91% rate, and assuming the taxpayer deducts New York state and
municipal taxes paid) of 46.27%. Investors in Schwab New York Municipal Money
Fund should understand that, under legislation enacted in New York State and New
York City, the maximum effective tax rates for 1997 will be 45.79%. The
effective tax rates used in determining such yields do not reflect the tax costs
resulting from the full or partial loss of the benefits of personal exemptions,
itemized deductions and California exemption credits that may result from the
receipt of additional taxable income by taxpayers with adjusted gross incomes
exceeding $117,950 or ($58,975 for married filing separate returns) in 1996.
Actual taxable equivalent yields and taxable equivalent effective yields may be
higher for taxpayers subject to the loss of these benefits than the rates
reported by the Funds.


                         TAX-EXEMPT VERSUS TAXABLE YIELD

         Investors may want to determine which investment -- tax exempt or
taxable -- will provide a higher after-tax return. To determine the taxable
equivalent yield or taxable equivalent effective yield, simply divide the yield
or effective yield of Sweep Shares of Schwab Municipal Money Fund, Schwab
California Municipal Money Fund or Schwab New York Municipal Money Fund by 1
minus your marginal federal tax rate (or combined state and federal tax rate in
the case of Schwab California Municipal Money Fund, or combined municipal,
state, and federal tax rate in the case of Schwab New York Municipal Money
Fund). Note, however, that as discussed 


37


<PAGE>   38
above, full or partial loss by certain investors of the described federal tax
benefits could cause the resulting figure to understate the after-tax return
produced by the Sweep Shares of the Fund in question.

         Performance information for each of the Funds for the 7-day period
ended December 31, 1995 is presented below. The taxable equivalent yield and
taxable equivalent effective yield figures are based, in the case of Schwab
Municipal Money Fund, upon an assumed 1995 effective tax rate of 39.6%; in the
case of Schwab California Municipal Money Fund, upon an assumed 1995 effective
tax rate of 46.24%; in the case of Schwab New York Municipal Money Fund, upon an
assumed effective tax rate of 46.88%. The yields below are based on the maximum
rates in effect for 1995. Tax rates in effect for 1996 are different. See the
discussion above relating to federal, State of California and State of New York
tax rates.

<TABLE>
<CAPTION>
                                                                                 Taxable
                                                             Taxable            Equivalent
                           Yield     Effective Yield     Equivalent Yield    Effective Yield
                           -----     ---------------     ----------------    ---------------
<S>                        <C>            <C>                 <C>                 <C>     
Schwab Money Market        5.11%          5.24%                 --                  --
Fund                                                       
Schwab Government          4.99%          5.11%                 --                  --
Money Fund                                                 
Schwab U.S. Treasury       4.89%          5.01%                 --                  --
Money Fund                                                 
Schwab Municipal           3.96%          4.04%               6.56%               6.69%
Money Fund-Sweep                                           
Shares                                                     
Schwab California          3.78%          3.85%               7.03%               7.16%
Municipal Money                                            
Fund-Sweep Shares                                          
Schwab New York            3.83%          3.90%               7.21%               7.35%
Municipal Money                                            
Fund-Sweep Shares                                           
</TABLE>


38
<PAGE>   39
                              GENERAL INFORMATION

         The Trust generally is not required to hold shareholder meetings.
However, as provided in its Agreement and Declaration of Trust and Bylaws,
shareholder meetings will be held in connection with the following matters: (1)
election or removal of Trustees if a meeting is requested in writing by a
shareholder or shareholders who beneficially own(s) 10% or more of the Trust's
shares; (2) adoption of any contract for which shareholder approval is required
by the 1940 Act; (3) any termination of the Trust to the extent and as provided
in the Declaration of Trust; (4) any amendment of the Declaration of Trust
(other than amendments changing the name of the Trust or any of its investment
portfolios, supplying any omission, curing any ambiguity or curing, correcting
or supplementing any defective or inconsistent provision thereof); (5)
determination of whether a court action, proceeding or claim should or should
not be brought or maintained derivatively or as a class action on behalf of the
Trust or the shareholders, to the same extent as the stockholders of a
Massachusetts business corporation; and (6) such additional matters as may be
required by law, the Declaration of Trust, the Bylaws or any registration of the
Trust with the SEC or any state or as the Board of Trustees may consider
desirable. The shareholders also would vote upon changes to a Fund's fundamental
investment objective, policies or restrictions.

         Each Trustee serves until the next meeting of shareholders, if any,
called for the purpose of electing Trustees and until the election and
qualification of his or her successor or until death, resignation, retirement or
removal by a majority vote of the shares entitled to vote (as described below)
or of a majority of the Trustees. In accordance with the 1940 Act, (i) the Trust
will hold a shareholder meeting for the election of Trustees when less than a
majority of the Trustees have been elected by shareholders and (ii) if, as a
result of a vacancy in the Board of Trustees, less than two-thirds of the
Trustees have been elected by the shareholders, that vacancy will be filled by a
vote of the shareholders.

         Upon the written request of ten or more shareholders who have been such
for at least six months and who hold shares constituting at least 1% of the
Trust's outstanding shares stating that they wish to communicate with the other
shareholders for the purpose of obtaining signatures necessary to demand a
meeting to consider removal of one or more Trustees, the Trust has undertaken to
disseminate appropriate materials at the expense of the requesting shareholders.

         The Bylaws provide that a majority of shares entitled to vote shall be
a quorum for the transaction of business at a shareholders' meeting, except that
where any provision of law, of the Declaration of Trust or of the Bylaws permits
or requires that (i) holders of any 


39


<PAGE>   40
series shall vote as a series, then a majority of the aggregate number of shares
of that series entitled to vote shall be necessary to constitute a quorum for
the transaction of business by that series, or (ii) holders of any class shall
vote as a class, then a majority of the aggregate number of shares of that class
entitled to vote shall be necessary to constitute a quorum for the transaction
of business by that class. Any lesser number shall be sufficient for
adjournments. Any adjourned session or sessions may be held, within a reasonable
time after the date set for the original meeting, without the necessity of
further notice. The Declaration of Trust specifically authorizes the Board of
Trustees to terminate the Trust (or any of its investment portfolios) by notice
to the shareholders without shareholder approval.

         Under Massachusetts law, shareholders of a Massachusetts business trust
could, under certain circumstances, be held personally liable for the Trust's
obligations. The Declaration of Trust, however, disclaims shareholder liability
for the Trust's acts or obligations and requires that notice of such disclaimer
be given in each agreement, obligation or instrument entered into or executed by
the Trust or the Trustees. In addition, the Declaration of Trust provides for
indemnification out of the property of an investment portfolio in which a
shareholder owns or owned shares for all losses and expenses of such shareholder
or former shareholder if he or she is held personally liable for the obligations
of the Trust solely by reason of being or having been a shareholder. Moreover,
the Trust will be covered by insurance which the Trustees consider adequate to
cover foreseeable tort claims. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is considered remote, because
it is limited to circumstances in which a disclaimer is inoperative and the
Trust itself is unable to meet its obligations.

         For further information, please refer to the registration statement and
exhibits for the Trust on file with the SEC in Washington, D.C. and available
upon payment of a copying fee. The statements in the Prospectus and this
Statement of Additional Information concerning the contents of contracts or
other documents, copies of which are filed as exhibits to the registration
statement, are qualified by reference to such contracts or documents.

                         PRINCIPAL HOLDERS OF SECURITIES

         As of March 31, 1996, The Charles Schwab Trust Company FBO Mutual Fund
FSI2 Trading, One Montgomery Street, 7th Floor, San Francisco, California 94104
directly or beneficially owned 77.35% of Schwab Retirement Money Fund(R).

         As of March 31, 1996, The Charles Schwab Trust Company TTEE Technology
Financial Assoc. Inc., Retirement Savings Plan, FBO Henry H. Hoffman, One
Montgomery Street, 7th Floor, San Francisco, California 94104 directly or
beneficially owned 77.35% and Queens-Long Island Medical Group-401K Plan, 106
EAB Plaza, 12th Floor, Uniondale, New York 11556 directly or beneficially owned
11.06% of Schwab Institutional Advantage Money Fund(R).


40
<PAGE>   41
         In addition, as of April 16, 1996 the officers and Trustees of the
Trust, as a group, owned less than 1% of each Fund's outstanding voting
securities.

                            ACCESS TO SCHWAB'S MUTUAL
                            FUND ONESOURCE(R) SERVICE

         With Schwab's Mutual Fund OneSource Service ("OneSource"), a
shareholder can invest in over 575 mutual funds from many fund companies,
subject to the following. Schwab's standard transaction fee will be charged on
each redemption of fund shares held for 90 days or less to discourage short-term
trading. Mutual fund shares held for more than 90 days are exempt from the
short-term redemption policy and may be sold without penalty. Up to 15
short-term redemption of fund shares per calendar year are permitted. If you
exceed this number, you will no longer be able to buy or sell fund shares
without paying a transaction fee. As a courtesy, we will notify you in advance
if your short-term redemptions are nearing the point where all of your future
trades will be subject to transaction fees. Schwab reserves the right to modify
OneSource's terms and conditions at any time. For more information, a
shareholder should contact his or her Schwab office during its regular business
hours or call 800-2 NO-LOAD, 24 hours a day.


41
<PAGE>   42
                                 SCHWABFUNDS(R)
SchwabFunds offers a variety of series and classes of shares of beneficial
interest to help you with your investment needs.

                                  EQUITY FUNDS
                             Schwab 1000 Fund(R)(1)
                      Schwab International Index Fund(R)(2)
                        Schwab Small-Cap Index Fund(R)(2)
                  Schwab Asset Director(R)-High Growth Fund(2)
                Schwab Asset Director(R)-Balanced Growth Fund(2)
              Schwab Asset Director(R)-Conservative Growth Fund(2)
                     Schwab S&P 500 Fund-Investor Shares(2)
                    Schwab S&P 500 Fund-e.Shares(TM)(2), (3)
                          Schwab Analytics Fund(TM)(2)
                    Schwab OneSource Portfolios-International
                  Schwab OneSource Portfolios-Growth Allocation
                 Schwab OneSource Portfolios-Balanced Allocation

                              FIXED INCOME FUNDS(1)
                 Schwab Short/Intermediate Government Bond Fund
                      Schwab Long-Term Government Bond Fund
                  Schwab Short/Intermediate Tax-Free Bond Fund
                       Schwab Long-Term Tax-Free Bond Fund
           Schwab California Short/Intermediate Tax-Free Bond Fund(4)
                Schwab California Long-Term Tax-Free Bond Fund(4)

                              MONEY MARKET FUNDS(5)
                            Schwab Money Market Fund
                          Schwab Government Money Fund
                         Schwab U.S. Treasury Money Fund
                      Schwab Value Advantage Money Fund(R)
                    Schwab Municipal Money Fund-Sweep Shares
             Schwab Municipal Money Fund-Value Advantage Shares(TM)
               Schwab California Municipal Money Fund-Sweep Shares
        Schwab California Municipal Money Fund-Value Advantage Shares(TM)
                       Schwab Retirement Money Fund(R)(6)
                 Schwab Institutional Advantage Money Fund(R)(6)
                Schwab New York Municipal Money Fund-Sweep Shares
         Schwab New York Municipal Money Fund-Value Advantage Shares(TM)

(1)      The Schwab 1000 Fund and all fixed income funds are separate investment
         portfolios of Schwab Investments.
(2)      The Funds are separate investment portfolios or classes of shares of
         Schwab Capital Trust.
(3)      Available only through SchwabLink(TM).
(4)      Available only to California residents and residents of selected other
         states.
(5)      All listed money market funds are separate investment portfolios of the
         Trust.
(6)      Designed for institutional investors only.


42
<PAGE>   43
                       PURCHASE AND REDEMPTION OF SHARES


         With the exception of Schwab Retirement Money Fund(R) and Schwab
Institutional Advantage Money Fund(R), each Fund's minimum initial investment is
$1,000 and subsequent investments of $100 or more may be made. For Schwab
Retirement Money Fund and Schwab Institutional Advantage Money Fund, the minimum
initial investment is $1 and $25,000 for each Fund, respectively, and subsequent
investments of $1 or more may be made. These minimum requirements may be changed
at any time and are not applicable to certain types of investors. For all
retirement plan, Schwab One(R) and certain other types of accounts, any account
credit balance in excess of $1.00 and subsequent amounts of $1.00 on any
Business Day will be automatically invested on a daily basis in the Schwab Money
Fund selected (except that this feature is not available for Schwab Retirement
Money Fund or Schwab Institutional Advantage Money Fund). The Trust may waive
the minimums for purchases by Trustees, Directors, officers or employees of the
Trust, Schwab or the Investment Manager. The Trust has made an election with the
SEC to pay in cash all redemptions requested by any shareholder of record
limited in amount during any 90-day period to the lesser of $250,000 or 1% of
its net assets at the beginning of such period. This election is irrevocable
without the SEC's prior approval. Redemption requests in excess of the stated
limits may be paid, in whole or in part, in investment securities or in cash, as
the Trust's Board of Trustees may deem advisable; however, payment will be made
wholly in cash unless the Board of Trustees believes that economic or market
conditions exist that would make such a practice detrimental to the best
interests of the Fund. If redemption proceeds are paid in investment securities,
such securities will be valued as set forth in the Prospectus of the Fund
affected under "Share Price Calculation" and a redeeming shareholder would
normally incur brokerage expenses if he or she converted the securities to cash.
Schwab Institutional Advantage Money Fund and Schwab Retirement Money Fund may
also elect to invoke a 7-day period for cash settlement of individual redemption
requests in excess of $250,000 or 1% of each Fund's net assets, whichever is
less.


                                OTHER INFORMATION


         The Prospectuses of the Funds and this Statement of Additional
Information do not contain all the information included in the Registration
Statement filed with the SEC under the Securities


43


<PAGE>   44
Act of 1933, as amended, with respect to the securities offered by the
Prospectuses.

         Certain portions of the Registration Statement have been omitted from
the Prospectuses and this Statement of Additional Information pursuant to the
rules and regulations of the SEC. The Registration Statement including the
exhibits filed therewith may be examined at the office of the SEC in Washington,
D.C.

         Statements contained in the Prospectuses or in this Statement of
Additional Information as to the contents of any contract or other document
referred to are not necessarily complete, and, in each instance, reference is
made to the copy of such contract or other document filed as an exhibit to the
Registration Statement of which the Prospectuses and this Statement of
Additional Information form a part, each such statement being qualified in all
respects by such reference.

         THIS STATEMENT OF ADDITIONAL INFORMATION DOES NOT CONSTITUTE AN
OFFERING BY THE TRUST, ANY SERIES THEREOF, OR BY THE DISTRIBUTOR IN ANY
JURISDICTION IN WHICH SUCH OFFERING MAY NOT BE LAWFULLY MADE.


44


<PAGE>   45
                  APPENDIX - RATINGS OF INVESTMENT SECURITIES


                                COMMERCIAL PAPER


                            MOODY'S INVESTORS SERVICE

         Prime-1 is the highest commercial paper rating assigned by Moody's.
Issuers (or related supporting institutions) of commercial paper with this
rating are considered to have a superior ability to repay short-term promissory
obligations. Issuers (or related supporting institutions) of securities rated
Prime-2 are viewed as having a strong capacity to repay short-term promissory
obligations. This capacity will normally be evidenced by many of the
characteristics of issuers whose commercial paper is rated Prime-1 but to a
lesser degree.

                          STANDARD & POOR'S CORPORATION

         An S&P A-1 commercial paper rating indicated a strong degree of safety
regarding timely payment of principal and interest. Issues determined to possess
overwhelming safety characteristics are denoted A-1+. Capacity for timely
payment on commercial paper rated A-2 is satisfactory, but the relative degree
of safety is not as high as for issues designated A-1.

                         DUFF & PHELPS CREDIT RATING CO.

         Duff-1 is the highest commercial paper rating assigned by Duff & Phelps
Credit Rating Co. ("Duff"). Three gradations exist within this rating category:
a Duff-1+ rating indicates the highest certainty of timely payment (issuer
short-term liquidity is found to be outstanding and safety is deemed to be just
below that of risk-free short-term U.S. Treasury obligations), a Duff-1 rating
signifies a very high certainty of timely payment (issuer liquidity is
determined to be excellent and risk factors are considered minor) and a Duff-1-
rating denotes high certainty of timely payment (issuer liquidity factors are
strong and risk is very small). A Duff-two rating indicates a good certainty of
timely payment; liquidity factors and company fundamentals are sound and risk
factors are small.

                          FITCH INVESTORS SERVICE, INC.

         F-1+ is the highest category, and indicates the strongest degree of
assurance for timely payment. Issues rated F-1 reflect an assurance of timely
payment only slightly less than issues rated F-1+. Issues assigned an F-2 rating
have a satisfactory degree of assurance for timely payment, but the margin of
safety is not as great as for issues in the first two rating categories.


45
<PAGE>   46
              SHORT-TERM NOTES AND VARIABLE RATE DEMAND OBLIGATIONS


                            MOODY'S INVESTORS SERVICE

         Short-term notes/variable rate demand obligations bearing the
designations MIG-1/VMIG-1 are considered to be of the best quality, enjoying
strong protection from established cash flows, superior liquidity support or
demonstrated broad-based access to the market for refinancing. Obligations rated
MIG-2/VMIG-2 are of high quality and enjoy ample margins of protection although
not as large as those of the top rated securities.

                          STANDARD & POOR'S CORPORATION

         An S&P SP-1 rating indicates that the subject securities' issuer has a
very strong capacity to pay principal and interest. Issues determined to possess
very strong safety characteristics are given a plus (+) designation. S&P's
determination that an issuer has a strong capacity to pay principal and interest
is denoted by an SP-2 rating.

                                      IBCA

         Obligations supported by the highest capacity for timely repayment are
rated A1+. An A1 rating indicates that the obligation is supported by a very
strong capacity for timely repayment. Obligations rated A2 are supported by a
good capacity for timely repayment, although adverse changes in business,
economic, or financial conditions may affect this capacity.


                                     BONDS


                            MOODY'S INVESTORS SERVICE

         Moody's rates the bonds it judges to be of the best quality Aaa. These
bonds carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or extraordinarily
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of these issues. Bonds carrying an Aa
designation are deemed to be of high quality by all standards. Together with Aaa
rated bonds, they comprise what are generally known as high grade bonds. Aa
bonds are rated lower than the best bonds because they may enjoy relatively
lower margins of protections, fluctuations of protective elements may be of
greater amplitude or there may be other factors present which make them appear
to be subject to somewhat greater long-term risks.


46


<PAGE>   47
                          STANDARD & POOR'S CORPORATION

         AAA is the highest rating assigned by S&P to a bond and indicates the
issuer's extremely strong capacity to pay interest and repay principal. An AA
rating denotes a bond whose issuer has a very strong capacity to pay interest
and repay principal and differs from an AAA rating only in small degree.


                         DUFF & PHELPS CREDIT RATING CO.

         Duff confers an AAA designation to bonds of issuers with the highest
credit quality. The risk factors associated with these bonds are negligible,
being only slightly more than for risk-free U.S. Treasury debt. AA rated bonds
are of high credit quality and have strong protection factors. The risks
associated with them are modest but may vary slightly from time to time because
of economic conditions.


        COMMERCIAL PAPER, SHORT-TERM OBLIGATIONS AND DEPOSIT OBLIGATIONS
                                ISSUED BY BANKS


                             THOMSON BANKWATCH (TBW)

         TBW-1 is the highest category and indicates the degree of safety
regarding timely repayment of principal and interest is very high. TBW-2 is the
second highest category and while the degree of safety regarding timely
repayment of principal and interest is strong, the relative degree of safety is
not as high as for issues rated TBW-1.


47


<PAGE>   48
 
SchwabFunds(R)                                                                 1
- --------------------------------------------------------------------------------
SCHWAB MONEY MARKET FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                             Par           Value
                           --------     -----------
<S>                        <C>          <C>
CORPORATE
 OBLIGATIONS--55.9%(a)
ASSET BACKED SECURITIES--9.2%
Apreco, Inc.
 5.67%, 03/07/96            $20,000         $19,795
Asset Securitization
 Cooperative Corp.
 5.83%, 02/01/96             25,000          24,875
Beta Finance, Inc.
 5.78%, 02/05/96             26,500          26,355
 5.60%, 05/24/96             25,000          24,455
Broadway Capital Corp.
 5.86%, 01/08/96             80,000          79,910
 5.92%, 01/12/96             30,179          30,125
 5.97%, 02/20/96             10,000           9,918
CXC Inc.
 5.71%, 02/29/96             61,000          60,435
Corporate Asset Funding Corp.
 5.77%, 02/05/96             17,000          16,906
Corporate Receivables Corp.
 5.74%, 02/23/96             28,100          27,866
ESC Securitization, Inc.
 5.79%, 01/24/96             25,000          24,909
 5.79%, 01/25/96             15,000          14,943
 5.79%, 01/26/96             15,000          14,941
 5.77%, 02/08/96             25,000          24,850
 5.76%, 02/21/96             16,000          15,871
 5.58%, 03/21/96             44,000          43,462
Enterprise Funding Corp.
 5.81%, 01/09/96             49,041          48,979
 5.83%, 01/22/96             26,067          25,980
 5.82%, 01/24/96             18,251          18,184
 5.84%, 02/02/96             23,804          23,682
 5.78%, 02/14/96             12,681          12,593
 5.78%, 02/15/96             20,289          20,144
 5.75%, 02/23/96             18,649          18,493
 5.70%, 03/14/96             21,518          21,273
 5.70%, 03/19/96             25,072          24,767
 5.58%, 03/20/96             19,705          19,467
 5.74%, 05/16/96             10,295          10,078
Eureka Securitization, Inc.
 5.78%, 02/15/96             17,000          16,879
 5.62%, 03/13/96             50,000          49,445
 5.71%, 03/18/96             25,000          24,699
Falcon Asset
 Securitization Corp.
 5.77%, 02/06/96             25,750          25,604
First Deposit Master Trust
 Series 1993-3
 5.71%, 03/06/96             30,000          29,695
 5.58%, 03/21/96             10,118           9,994
Preferred Receivables Corp.
 5.84%, 02/08/96             36,825          36,600
 5.76%, 02/12/96             34,375          34,148
Ranger Funding Corp.
 5.84%, 01/08/96             21,000          20,977
 5.81%, 01/09/96             20,000          19,975
 5.81%, 01/10/96             11,000          10,984
 5.78%, 02/13/96             10,000           9,932
 5.76%, 02/22/96             15,000          14,877
 5.62%, 03/04/96             14,500          14,359
 5.62%, 03/15/96             10,000           9,886
 5.58%, 03/19/96             10,000           9,881
Receivables Capital Corp.
 5.84%, 01/10/96             42,886          42,824
 5.81%, 01/26/96             38,463          38,310
 5.81%, 02/01/96             40,097          39,899
 5.79%, 02/21/96             31,677          31,421
Sheffield Receivables Corp.
 5.81%, 01/08/96             16,000          15,982
Special Purpose Accounts
 Receivable Cooperative Corp.
 5.78%, 02/13/96             18,000          17,877
WCP Funding, Inc.
 5.79%, 01/22/96             15,000          14,950
 5.76%, 02/16/96             25,000          24,819
 5.75%, 02/16/96             10,000           9,928
 5.70%, 03/18/96             15,800          15,610
                                          ---------
                                          1,292,811
                                          ---------
AUTOMOTIVE--3.5%
Ford Credit Europe PLC
 5.81%, 02/05/96             25,000          24,861
 5.79%, 02/05/96             25,000          24,861
 5.76%, 02/14/96             50,000          49,654
 5.76%, 02/15/96             41,200          40,908
General Motors
 Acceptance Corp.
 5.82%, 02/09/96            100,000          99,381
 5.82%, 02/14/96             30,000          29,790
 5.62%, 03/19/96              9,000           8,892
 5.72%, 04/22/96             99,000          97,284
 5.72%, 05/01/96             70,000          68,691
Renault Credit International SA
 Banque
 5.83%, 02/15/96             49,600          49,244
                                           --------
                                            493,566
                                           --------
BANKING--AUSTRALIA--1.2%
ANZ (Delaware), Inc.
 5.79%, 02/05/96             28,350          28,193
 5.55%, 05/10/96             25,000          24,511
 5.56%, 05/13/96             25,000          24,498
Westpac Capital Corp.
 5.79%, 05/01/96             50,000          49,054
 5.54%, 06/12/96             50,000          48,780
                                           --------
                                            175,036
                                           --------
BANKING--BELGIUM--1.2%
Generale Bank, Inc.
 5.67%, 01/10/96            129,000         128,822
 5.74%, 03/12/96             20,000          19,780
 5.80%, 04/03/96             25,000          24,636
                                           --------
                                            173,238
                                           --------
BANKING--CANADA--4.1%
Bank of Montreal
 5.79%, 01/11/96             53,000          52,916
 5.81%, 01/29/96            132,000         131,413
Bank of Nova Scotia
 5.75%, 01/19/96             65,000          64,817
 5.75%, 01/24/96             50,000          49,820
 5.81%, 02/01/96             50,000          49,754
 5.82%, 02/02/96             90,000          89,542
 5.81%, 02/02/96             84,000          83,573
Toronto-Dominion Holdings
 5.51%, 07/10/96             60,000          58,303
                                           --------
                                            580,138
                                           --------
</TABLE>


F-1
<PAGE>   49
 
SchwabFunds(R)                                                                 2
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                             Par           Value
                           --------     -----------
<S>                        <C>          <C>
BANKING--DENMARK--0.2%
Den Danske Corp.
 5.80%, 04/10/96           $ 30,000        $ 29,530
                                            -------
BANKING--DOMESTIC BANK
 HOLDING COMPANY--2.2%
Bankers Trust New York Corp.
 5.77%, 02/12/96             25,000          24,834
NationsBank Corp.
 5.80%, 01/22/96             67,000          66,777
 5.69%, 01/23/96             75,000          74,744
 5.80%, 02/08/96            100,000          99,400
 5.80%, 02/09/96             20,000          19,877
 5.55%, 05/21/96             30,000          29,364
                                            -------
                                            314,996
                                            -------
BANKING--GERMANY--0.4%
Banco Boavista S.A./
 (Bayerische Vereinsbank
 AG LOC)
 5.81%, 01/19/96             10,000           9,971
Kredietbank N.A.
 Finance Corp.
 5.78%, 01/08/96             18,500          18,480
 5.78%, 01/17/96             30,000          29,925
                                            -------
                                             58,376
                                            -------
BANKING--ITALY--0.5%
Cariplo Finance, Inc.
 5.76%, 02/15/96             25,000          24,823
 5.77%, 02/20/96             40,000          39,684
                                            -------
                                             64,507
                                            -------
BANKING--JAPAN--0.9%
Bancal Tri-State Corp./
 (Mitsubishi Bank
 Keepwell Agreement)
 5.86%, 02/22/96             25,000          24,792
 5.81%, 03/15/96             40,000          39,531
Deerfield Capital Corp./
 (Sumitomo Bank Ltd. LOC)
 6.15%, 01/05/96             38,800          38,774
Ridge Capital II/(Dai-Ichi
 Kangyo Bank Ltd. LOC)
 6.15%, 01/05/96             14,550          14,540
Stellar Capital Corp./
 (Bank of Tokyo
 Liquidity Agreement)
 6.01%, 02/26/96             12,873          12,754
                                            -------
                                            130,391
                                            -------
BANKING--UNITED KINGDOM--2.0%
Bank of Scotland
 Treasury Services
 5.53%, 06/11/96             55,000          53,668
Cheltenham & Gloucester PLC
 5.80%, 01/29/96             50,000          49,778
 5.79%, 02/01/96             30,000          29,852
 5.77%, 02/07/96             40,000          39,766
Yorkshire Building Society
 5.81%, 02/05/96             25,000          24,861
 5.77%, 02/13/96             30,000          29,796
 5.69%, 03/13/96             25,000          24,720
 5.60%, 05/29/96             25,000          24,436
                                            -------
                                            276,877
                                            -------
COMPUTER AND OFFICE EQUIPMENT--0.2%
CSC Enterprises
 5.80%, 01/19/96             29,000          28,917
                                            -------
FINANCE (COMMERCIAL)--8.8%
CIT Group Holdings, Inc.
 5.76%, 02/14/96             63,000          62,563
 5.77%, 02/16/96             50,000          49,637
General Electric
 Capital Corp.
 5.76%, 02/13/96            100,000          99,322
 5.69%, 03/28/96             63,000          62,150
 5.70%, 04/03/96             43,000          42,379
 5.55%, 05/02/96             25,000          24,540
 5.59%, 05/06/96            156,000         153,019
 5.62%, 05/07/96             64,000          62,763
 5.51%, 06/12/96             36,000          35,126
 5.52%, 06/14/96             60,000          58,526
 5.53%, 07/26/96             50,000          48,465
General Electric
 Capital Services
 5.76%, 02/12/96             50,000          49,669
 5.76%, 02/13/96             50,000          49,661
 5.76%, 02/15/96             54,000          53,617
 5.74%, 03/06/96             64,000          63,355
 5.70%, 04/03/96             50,000          49,278
 5.61%, 05/03/96             25,000          24,532
 5.59%, 05/07/96             50,000          49,037
 5.58%, 05/08/96             23,000          22,554
 5.52%, 06/13/96             75,000          73,169
Transamerica Finance Corp.
 5.74%, 02/22/96             50,000          49,591
 5.74%, 02/23/96             50,000          49,583
                                          ---------
                                          1,232,536
                                          ---------
FINANCE (CONSUMER)--4.0%
American Express Credit Corp.
 5.81%, 03/01/96             47,000          46,556
 5.75%, 03/08/96             45,000          44,532
 5.60%, 05/09/96             43,000          42,157
 5.58%, 05/15/96             28,000          27,428
 5.57%, 05/15/96             50,000          48,978
 5.50%, 06/06/96             39,000          38,090
 5.50%, 06/10/96             40,000          39,043
Associates Corp. of
 North America
 5.65%, 05/09/96            122,000         119,587
Household Finance Corp.
 5.80%, 01/25/96             17,000          16,935
Sears Roebuck
 Acceptance Corp.
 5.82%, 01/10/96             50,000          49,928
 5.82%, 01/11/96             34,000          33,946
 5.79%, 02/14/96             30,000          29,791
 5.79%, 02/16/96             30,000          29,781
                                           --------
                                            566,752
                                           --------
GOVERNMENT LOCALITY--FOREIGN--0.7%
New South Wales
 Treasury Corp.
 5.81%, 01/10/96             19,000          18,973
 5.80%, 01/30/96             76,000          75,650
                                           --------
                                             94,623
                                           --------
</TABLE>


F-2
<PAGE>   50
 
SchwabFunds(R)                                                                 3
- --------------------------------------------------------------------------------
SCHWAB MONEY MARKET FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                             Par           Value
                           --------     -----------
<S>                        <C>          <C>
MINING AND MINERAL RESOURCES--0.2%
BHP Finance (U.S.A.), Inc.
 5.79%, 02/22/96           $ 15,000        $ 14,877
 5.76%, 02/23/96             10,000           9,917
                                            -------
                                             24,794
                                            -------
MISCELLANEOUS MANUFACTURING--2.4%
Hanson Finance (U.K.) PLC
 5.82%, 01/12/96             32,000          31,944
 5.80%, 01/12/96             60,500          60,394
 5.81%, 01/19/96             60,000          59,829
 5.80%, 01/19/96             32,000          31,909
 5.84%, 02/01/96            115,000         114,434
 5.75%, 02/29/96             35,000          34,675
 5.58%, 03/21/96             10,000           9,878
                                            -------
                                            343,063
                                            -------
MORTGAGE BANKING--0.5%
Fleet Mortgage Group, Inc.
 5.86%, 01/26/96             25,000          24,900
 5.81%, 02/22/96             23,000          22,810
 5.66%, 03/06/96             25,000          24,747
                                            -------
                                             72,457
                                            -------
PERSONAL CARE PRODUCTS--0.4%
Colgate-Palmolive Co.
 5.80%, 01/22/96             52,000          51,827
                                            -------
PHARMACEUTICALS--0.5%
Glaxo Wellcome PLC
 5.79%, 01/17/96             50,000          49,873
 5.79%, 01/18/96             22,000          21,941
                                            -------
                                             71,814
                                            -------
SECURITIES BROKERAGE-DEALER--12.3%
BT Securities Corp.
 5.84%, 01/25/96             18,000          17,931
 5.77%, 02/16/96             20,000          19,855
Bear Stearns
 Companies, Inc.
 5.79%, 02/07/96             65,000          64,619
CS First Boston, Inc.
 5.79%, 01/08/96             30,000          29,967
 5.82%, 02/05/96             30,000          29,833
Dean Witter Discover
 5.79%, 01/19/96             30,000          29,915
 5.79%, 02/08/96             23,000          22,862
 5.79%, 02/16/96             25,000          24,818
Goldman Sachs Group, LP
 5.82%, 01/11/96            100,000          99,841
 5.83%, 01/17/96            120,000         119,694
 5.83%, 01/18/96             50,000          49,865
 5.75%, 01/24/96             50,000          49,820
 5.80%, 03/08/96            123,000         121,704
 5.77%, 03/21/96             24,000          23,700
 5.77%, 03/22/96             44,000          43,443
 5.72%, 04/08/96             50,000          49,238
 5.72%, 04/09/96            100,000          98,460
Lehman Brothers
 Holdings, Inc.
 5.74%, 03/15/96             25,000          24,710
 5.64%, 03/27/96             16,000          15,787
Morgan Stanley Group,
 Inc.
 5.83%, 01/08/96             30,000          29,966
 5.83%, 01/09/96             42,000          41,946
 5.83%, 01/10/96             50,000          49,928
 5.78%, 02/06/96            183,000         181,957
 5.78%, 02/07/96             50,000          49,707
 5.79%, 02/08/96             70,000          69,579
 5.79%, 02/09/96             15,000          14,907
 5.79%, 02/12/96             75,000          74,501
 5.89%, 02/13/96             35,000          34,761
Nomura Holdings
 America, Inc.
 5.92%, 01/03/96             13,000          12,996
 5.92%, 01/04/96             39,000          38,981
 5.85%, 01/11/96             15,000          14,976
 5.88%, 01/12/96              5,000           4,991
 5.86%, 01/18/96             20,000          19,946
 5.86%, 01/22/96              9,000           8,970
Paine Webber Group, Inc.
 5.95%, 01/03/96             15,000          14,995
 5.95%, 01/05/96             35,000          34,977
Salomon, Inc.
 6.15%, 01/02/96             16,902          16,899
 6.02%, 02/14/96             40,000          39,710
 6.02%, 02/15/96             40,000          39,704
                                          ---------
                                          1,730,459
                                          ---------
STUDENT LOANS--0.5%
Student Loan Corp.
 5.77%, 02/16/96             25,000          24,819
 5.76%, 02/16/96             25,000          24,819
                                           --------
                                             49,638
                                           --------
TOTAL CORPORATE OBLIGATIONS (Cost
 $7,856,346)                              7,856,346
                                          ---------
VARIABLE RATE OBLIGATIONS--6.8%(b)
ASSET BACKED SECURITIES--0.2%
Advanta Credit Card
 Master Trust
 5.87%, 01/07/96             24,000          24,000
                                           --------
BANKING--DOMESTIC BANK
 HOLDING COMPANY--0.5%
Bankers Trust New York Corp.
 6.13%, 01/02/96             75,000          75,000
                                           --------
BANKING--DOMESTIC--0.1%
6700 Cherry Avenue
 Partners Variable Rate
 Demand Bonds Series
 1993/
 (Wells Fargo Bank LOC)
 6.35%, 01/07/96             10,500          10,500
                                           --------
BANKING--FRANCE--1.0%
New Jersey Economic
 Development Authority
 Taxable Adjustable Rate
 Money Market Securities
 (GE Aerospace Camden
 Development Project)
 Series A/(Banque
 Nationale de Paris LOC)
 5.86%, 01/07/96             28,700          28,700
</TABLE>


F-3
<PAGE>   51
 
SchwabFunds(R)                                                                 4
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                             Par           Value
                           --------     -----------
<S>                        <C>          <C>
New Jersey Economic
 Development Authority
 Taxable Adjustable Rate
 Money Market Securities
 (GE Aerospace Camden
 Development Project)
 Series B/(Banque
 Nationale de Paris LOC)
 5.86%, 01/07/96            $10,000        $ 10,000
The City of New York,
 General Obligation
 Bonds, Fiscal 1995
 Series F-8/
 (Societe Generale LOC)
 6.00%, 01/07/96             51,000          51,000
The City of New York,
 General Obligation
 Bonds, Fiscal 1996
 Series A-2/
 (Societe Generale LOC)
 6.00%, 01/07/96             52,500          52,500
                                            -------
                                            142,200
                                            -------
BANKING--GERMANY--0.2%
General Obligation
 Refunding Bonds of the
 County of Hudson
 Variable Rate Demand
 Obligations Taxable
 Series 1995/ (Landesbank
 Hessen-Thuringen
 Girozentrale LOC)
 6.05%, 01/07/96             22,540          22,540
                                            -------
BANKING--JAPAN--0.1%
Baldwin Park
 Redevelopment Agency
 1993 Refunding Revenue
 Bonds (Baldwin Park
 Hotel Project)/
 (Sumitomo Bank LOC)
 6.07%, 01/09/96             14,700          14,700
Town of Islip Industrial
 Development Agency 1992
 Taxable Adjustable Rate
 Industrial Development
 Revenue Bonds (Nussdorf
 Associates/Quality King
 Distributors, Inc.
 Facility)/
 (Bank of Tokyo LOC)
 5.84%, 01/07/96              6,275           6,275
                                            -------
                                             20,975
                                            -------
BANKING--NETHERLANDS--0.2%
New Jersey Economic
 Development Authority
 Adjustable Rate Lease
 Revenue Taxable Bonds
 (Barnes & Noble, Inc.
 Distribution and Freight
 Consolidation Center
 Project) Series 1995A/
 (Rabobank Nederland N.V.
 LOC)
 5.86%, 01/07/96             21,700          21,700
New Jersey Economic
 Development Authority
 Adjustable Rate Lease
 Revenue Taxable Bonds
 (Barnes & Noble, Inc.
 Distribution and Freight
 Consolidation Center
 Project) Series 1995B/
 (Rabobank Nederland N.V.
 LOC)
 5.86%, 01/07/96             10,000          10,000
                                            -------
                                             31,700
                                            -------
CITY OR COUNTY
 GENERAL OBLIGATIONS--0.3%
Orange County, California
 Taxable Notes Series
 1994-1995 (d)
 5.97%, 06/30/96             41,500          41,500
                                            -------
EDUCATION--0.3%
Development Authority of
 Dekalb County Taxable
 Variable Rate Revenue
 Bonds (Emory University
 Project) Series 1995B
 6.05%, 01/07/96             36,415          36,415
                                            -------
INSURANCE--0.7%
Commonwealth Life
 Insurance Co.
 6.03%, 01/01/96            100,000         100,000
                                            -------
MONOLINE INSURANCE--0.3%
Baptist Health Systems of
 South Florida, Inc. Taxable
 Variable Rate Direct Note
 Obligations Series 1995A/
 (MBIA Insurance)
 6.05%, 01/07/96             13,000          13,000
Baptist Health Systems of
 South Florida, Inc. Taxable
 Variable Rate Direct Note
 Obligations Series 1995B/
 (MBIA Insurance)
 6.05%, 01/07/96             19,000          19,000
</TABLE>


F-4
<PAGE>   52
 
SchwabFunds(R)                                                                 5
- --------------------------------------------------------------------------------
SCHWAB MONEY MARKET FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                             Par           Value
                           --------     -----------
<S>                        <C>          <C>
New Orleans Aviation
 Board Taxable Refunding
 Bonds Series 1993A/
 (MBIA Insurance)
 6.01%, 01/07/96            $ 3,800         $ 3,800
                                            -------
                                             35,800
                                            -------
SECURITIES BROKERAGE-DEALER--2.9%
Bear Stearns
 Companies, Inc.
 6.03%, 01/04/96            125,000         125,000
 5.99%, 01/08/96             50,000          50,000
 5.99%, 02/01/96            100,000         100,000
 5.91%, 03/21/96             30,000          30,000
Lehman Brothers
 Holdings, Inc.
 5.90%, 01/30/96            100,000         100,000
                                            -------
                                            405,000
                                            -------
TOTAL VARIABLE RATE OBLIGATIONS
 (Cost $945,630)                            945,630
                                            -------
AGENCY OBLIGATIONS--1.6%
COUPON NOTES--1.6%
Federal National
 Mortgage Assoc.
 5.50%, 06/12/96             56,000          55,959
 5.62%, 07/02/96             72,000          71,956
 5.91%, 08/19/96            100,000         100,156
                                            -------
TOTAL AGENCY OBLIGATIONS
 (Cost $228,071)                            228,071
                                            -------
BANK NOTES--4.0%
BANKING--DOMESTIC--4.0%
Bank of America Illinois
 5.80%, 01/09/96             95,000          95,000
FCC National Bank
 5.52%, 06/06/96             50,000          50,000
 5.52%, 06/07/96             50,000          50,000
First of America--Indiana
 5.80%, 01/09/96             21,000          21,000
Mellon Bank N.A.
 5.80%, 04/02/96            100,000         100,000
 5.80%, 10/17/96             30,000          29,987
NationsBank, N.A.
 (Carolinas)
 5.54%, 06/04/96             50,000          50,000
 5.54%, 06/06/96             50,000          50,000
PNC Bank, N.A.
 5.58%, 05/24/96             15,000          15,016
Sea First--Seattle
 5.80%, 01/11/96             50,000          50,000
 5.80%, 01/12/96             50,000          50,000
                                            -------
TOTAL BANK NOTES
 (Cost $561,003)                            561,003
                                            -------
CERTIFICATES OF DEPOSIT--29.8%
BANKING--CANADA--3.0%
Bank of Montreal
 5.84%, 01/05/96             25,000          25,000
 5.79%, 01/11/96             25,000          25,000
 5.80%, 01/31/96             50,000          50,000
Canadian Imperial Bank
 of Commerce
 5.81%, 01/24/96             57,000          57,000
 5.81%, 01/26/96            125,000         125,000
 5.81%, 01/31/96            140,000         140,000
                                            -------
                                            422,000
                                            -------
BANKING--DOMESTIC--0.5%
MBNA America Bank N.A.
 5.75%, 04/10/96             33,000          33,000
 5.63%, 04/16/96             10,000          10,000
 5.62%, 04/19/96             25,000          25,000
                                            -------
                                             68,000
                                            -------
BANKING--FRANCE--4.5%
Banque Nationale de Paris
 5.80%, 02/08/96             10,000          10,010
 5.58%, 05/07/96             10,000          10,002
 5.55%, 05/10/96             18,750          18,749
 5.54%, 06/13/96             20,000          20,001
 5.47%, 09/16/96             90,000          90,116
Societe Generale
 5.84%, 01/18/96            137,000         137,001
 5.80%, 01/25/96            145,000         145,000
 5.84%, 03/05/96             60,000          60,004
 5.74%, 03/07/96             60,000          60,014
 5.84%, 03/14/96             25,000          25,002
 5.85%, 03/20/96             20,000          20,000
 5.78%, 04/17/96             35,000          35,060
                                            -------
                                            630,959
                                            -------
BANKING--GERMANY--2.3%
Commerzbank AG
 5.79%, 01/16/96             25,000          25,000
 5.79%, 01/17/96             50,000          50,000
Deutsche Bank
 5.79%, 01/23/96            125,000         125,000
 5.79%, 01/30/96            125,000         125,000
                                            -------
                                            325,000
                                            -------
BANKING--JAPAN--13.6%
Dai-Ichi Kangyo Bank,
 Ltd.
 6.12%, 01/12/96             30,000          30,000
 6.10%, 01/12/96             40,000          40,000
 6.22%, 01/18/96             22,000          22,000
 6.22%, 01/19/96             25,000          25,000
 6.30%, 01/22/96             18,000          18,000
 6.42%, 01/23/96             50,000          49,996
 6.42%, 01/24/96             25,000          25,000
 6.42%, 01/25/96             25,000          25,000
 6.42%, 01/26/96             25,000          25,000
 6.02%, 02/09/96             27,000          27,004
 6.02%, 02/12/96             20,000          20,003
 5.88%, 02/21/96             50,000          49,996
 5.86%, 03/20/96             32,000          31,997
</TABLE>


F-5
<PAGE>   53
 
SchwabFunds(R)                                                                 6
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                             Par           Value
                           --------     -----------
<S>                        <C>          <C>
Industrial Bank of
 Japan, Ltd.
 6.25%, 01/02/96           $ 69,000       $  69,000
 6.23%, 01/03/96             70,000          70,000
 6.25%, 01/04/96             75,000          75,000
 6.15%, 01/04/96             52,000          52,000
 6.14%, 01/05/96             33,000          33,000
Mitsubishi Bank, Ltd.
 6.15%, 01/02/96             50,000          50,000
 6.14%, 01/02/96             25,000          25,000
 6.14%, 01/03/96             25,000          25,000
 5.82%, 03/01/96             49,000          49,013
 5.84%, 03/05/96             25,000          25,001
 5.82%, 03/06/96             12,000          12,001
 5.88%, 03/08/96             40,000          39,994
 5.83%, 03/12/96             39,000          38,998
 5.80%, 03/12/96             50,000          50,001
 5.83%, 03/14/96             60,000          60,001
 5.83%, 03/19/96             60,000          60,000
 5.83%, 03/20/96             55,000          55,000
Sanwa Bank, Ltd.
 6.02%, 02/05/96             10,000          10,001
 6.17%, 02/20/96             39,000          39,000
 6.15%, 02/20/96             94,000          94,003
 6.22%, 02/21/96             72,000          72,001
 5.92%, 02/29/96             50,000          50,004
 5.82%, 04/15/96             20,000          19,999
 5.81%, 04/23/96             50,000          50,002
Sumitomo Bank, Ltd.
 6.26%, 01/02/96             35,000          35,000
 6.18%, 01/03/96             25,000          25,000
 6.38%, 01/05/96             48,000          48,000
 6.18%, 01/09/96             25,000          25,000
 6.25%, 01/30/96             50,000          50,000
 6.25%, 01/31/96             50,000          50,000
 5.80%, 02/27/96             50,000          50,001
 5.70%, 03/19/96             55,000          55,001
 5.70%, 03/20/96             60,000          60,001
                                          ---------
                                          1,911,018
                                          ---------
BANKING--NETHERLANDS--1.9%
ABN-AMRO Bank N.V.
 5.83%, 02/21/96             37,000          36,995
 5.57%, 05/08/96             15,000          14,998
 5.75%, 06/04/96             25,000          24,978
 5.78%, 06/05/96             17,000          16,983
 5.75%, 06/05/96            120,000         119,892
 5.58%, 06/05/96             58,000          57,988
                                           --------
                                            271,834
                                           --------
BANKING--SWITZERLAND--0.7%
Union Bank of Switzerland
 5.55%, 05/03/96            100,000         100,003
                                           --------
BANKING--UNITED KINGDOM--3.3%
Abbey National PLC
 5.80%, 01/16/96            146,000         145,996
 5.56%, 05/13/96             25,000          24,997
 5.53%, 06/14/96            100,000         100,004
 5.58%, 06/21/96             70,000          70,020
Bank of Scotland
 5.54%, 06/10/96             25,000          24,996
 5.51%, 06/11/96             50,000          50,002
National Westminster Bank
 PLC
 5.72%, 02/06/96             16,000          16,000
 5.70%, 04/09/96             25,000          25,001
                                           --------
                                            457,016
                                           --------
TOTAL CERTIFICATES OF DEPOSIT
 (Cost $4,185,830)                        4,185,830
                                          ---------
REMARKETED CERTIFICATES--0.6%
ASSET BACKED SECURITIES--0.6%
Black & Decker
 RECOP Trust
 5.73%, 03/13/96             36,592          36,591
 5.62%, 03/26/96             15,000          15,000
Circuit City RECOP Trust
 5.75%, 03/04/96             27,000          27,000
                                           --------
TOTAL REMARKETED CERTIFICATES
 (Cost $78,591)                              78,591
                                           --------
<CAPTION>
                           Maturity
                           --------
<S>                        <C>          <C>
REPURCHASE AGREEMENT--1.3%(c)
Salomon Brothers, Inc. 5.92%
 Issue Date 12/29/95
 Due 01/02/96
 Collateralized By:
 FHLMC: $47,069 Par;
 6.00% Due 11/01/98
 FNMA: $42,421 Par;
 7.00% Due 05/01/08
 FNMA: $42,404 Par;
 9.00% Due 04/01/25
 FNMA: $42,917 Par;
 9.00% Due 03/01/25
 FHLMC: $11,137 Par;
 6.00% Due 09/01/23
 FHLMC: $1,280 Par;
 11.25% Due 02/15/15
 FHLMC: $35,066 Par;
 9.00% Due 03/01/25         185,122         185,000
                                           --------
TOTAL REPURCHASE AGREEMENT
 (Cost $185,000)                            185,000
                                           --------
TOTAL INVESTMENTS--100.0%
 (Cost $14,040,471)                     $14,040,471
                                        ===========
</TABLE>
 
              See accompanying Notes to Schedules of Investments.


F-6
<PAGE>   54
 
SchwabFunds(R)                                                                 7
- --------------------------------------------------------------------------------
SCHWAB GOVERNMENT MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                              Par          Value
                            --------     ----------
<S>                         <C>          <C>
VARIABLE RATE OBLIGATIONS--17.6%(b)
Federal Home Loan Bank
 5.75%, 02/14/96            $ 20,000       $ 20,000
 5.51%, 03/08/96              10,000          9,996
 5.47%, 03/08/96              20,000         19,994
Student Loan Marketing
 Assoc.
 5.50%, 01/02/96              29,010         29,038
 5.45%, 01/02/96               9,165          9,185
 5.43%, 01/02/96              21,675         21,702
 5.40%, 01/02/96             125,330        125,299
 5.27%, 01/02/96              25,000         25,002
 5.26%, 01/02/96              40,000         40,000
 5.23%, 01/02/96              30,000         30,000
                                            -------
TOTAL VARIABLE RATE OBLIGATIONS
 (Cost $330,216)                            330,216
                                            -------
AGENCY OBLIGATIONS--33.1%
COUPON NOTES--21.5%
Federal Farm Credit Bank
 5.88%, 09/03/96              25,000         25,004
Federal Home Loan Bank
 7.15%, 01/26/96              28,950         28,955
 6.91%, 02/21/96              26,000         26,035
 6.11%, 05/17/96              25,000         25,027
 8.25%, 05/27/96               9,040          9,125
 7.81%, 07/17/96              11,240         11,353
Federal National Mortgage
 Assoc.
 9.20%, 01/10/96              16,155         16,165
 6.46%, 03/27/96              45,000         45,071
 6.27%, 04/03/96              15,000         15,010
 5.59%, 07/01/96              13,085         13,066
 5.62%, 07/02/96              25,000         24,984
 8.00%, 07/10/96              19,980         20,191
 5.91%, 08/19/96              25,000         25,039
 5.64%, 09/09/96              30,000         29,980
 5.60%, 09/20/96              20,000         19,981
 5.50%, 09/23/96              10,000          9,981
 5.68%, 10/07/96              40,000         39,988
 5.37%, 12/18/96              20,000         19,990
                                            -------
                                            404,945
                                            -------
DISCOUNT NOTES--11.6%
Federal Farm Credit Bank
 5.49%, 02/05/96              15,000         14,920
 5.75%, 02/06/96              17,425         17,328
Federal Home Loan Bank
 5.74%, 02/05/96              12,000         11,935
 5.39%, 03/22/96              11,000         10,868
 5.39%, 03/27/96               9,600          9,478
Federal Home Loan Mortgage
 Corp.
 5.56%, 01/05/96                 930            929
 5.70%, 01/16/96              45,025         44,919
 5.89%, 02/01/96              15,000         14,927
 5.42%, 03/07/96              15,000         14,853
 5.41%, 03/18/96              34,575         34,180
Federal National Mortgage
 Assoc.
 5.34%, 09/24/96              20,000         19,239
 5.38%, 10/30/96              25,000         23,918
                                            -------
                                            217,494
                                            -------
TOTAL AGENCY OBLIGATIONS
 (Cost $622,439)                            622,439
                                            -------
U.S. TREASURY OBLIGATIONS--1.0%
U.S. Treasury Notes
 4.25%, 05/15/96             $20,000       $ 19,888
                                            -------
TOTAL U.S. TREASURY OBLIGATIONS
 (Cost $19,888)                              19,888
                                            -------
<CAPTION>
                            Maturity
                            --------
<S>                         <C>          <C>
REPURCHASE AGREEMENTS--48.3%(c)
CS First Boston Corp.
 5.72%
 Issue Date 12/05/95
 Last Put Date 12/31/95
 Due 01/07/96
 Collateralized By:
 FHLMC: $40,765 Par;
 6.50% Due 04/15/08
 FHLMC: $12,000 Par;
 6.50% Due 02/15/24
 FNMA: $1,195 Par;
 6.00% Due 11/25/97           35,790         35,603
Donaldson, Lufkin &
 Jenrette
 Securities Corp. 5.70%
 Issue Date 12/14/95
 Last Put Date 12/31/95
 Due 01/07/96
 Collateralized By:
 FNMA: $29,580 Par;
 6.07% Due 10/25/17           26,478         26,378
Donaldson, Lufkin &
 Jenrette
 Securities Corp. 5.75%
 Issue Date 10/02/95
 Last Put Date 12/27/95
 Due 01/03/96
 Collateralized By:
 FHLMC: $32,345 Par;
 6.58% Due 12/15/23
 FHLMC: $24,740 Par;
 6.10% Due 12/15/23           50,743         50,000
Donaldson, Lufkin &
 Jenrette
 Securities Corp. 5.75%
 Issue Date 10/04/95
 Last Put Date 12/28/95
 Due 01/04/96
 Collateralized By:
 FNMA: $23,795 Par;
 6.25% Due 06/25/20
 FNMA: $16,600 Par; 6.10%
 Due 12/25/13
 FHLMC: $22,000 Par; 9.50%
 Due 04/15/20
 FNMA: $10,000 Par;
 6.53% Due 03/25/24           55,000         54,204
</TABLE>


F-7
<PAGE>   55
 
SchwabFunds(R)                                                                 8
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                            Maturity       Value
                            --------     ----------
<S>                         <C>          <C>
Donaldson, Lufkin &
 Jenrette
 Securities Corp. 5.75%
 Issue Date 10/12/95
 Last Put Date 12/31/95
 Due 01/07/96
 Collateralized By:
 FNMA: $46,270 Par;
 6.50% Due 11/25/17
 FNMA: $6,425 Par;
 6.50% Due 05/25/21          $41,011        $40,449
Donaldson, Lufkin &
 Jenrette
 Securities Corp. 5.75%
 Issue Date 10/17/95
 Last Put Date 12/31/95
 Due 01/07/96
 Collateralized By:
 FHLMC: $21,865 Par;
 5.75% Due 07/25/20
 FNMA: $14,725 Par;
 6.52% Due 03/25/24
 FNMA: $390 Par;
 6.50% Due 09/25/20           31,018         30,617
Donaldson, Lufkin &
 Jenrette
 Securities Corp. 5.75%
 Issue Date 10/18/95
 Last Put Date 12/31/95
 Due 01/07/96
 Collateralized By:
 FNMA: $23,975 Par;
 5.75% Due 09/25/16           21,976         21,695
Donaldson, Lufkin &
 Jenrette
 Securities Corp. 5.75%
 Issue Date 10/23/95
 Last Put Date 12/31/95
 Due 01/07/96
 Collateralized By:
 FNMA: $23,395 Par;
 7.18% Due 02/25/22           22,595         22,324
Donaldson, Lufkin &
 Jenrette
 Securities Corp. 5.75%
 Issue Date 12/15/95
 Last Put Date 12/31/95
 Due 01/07/96
 Collateralized By:
 FNMA: $27,500 Par;
 6.50% Due 07/25/18
 FNMA: $8,885 Par;
 6.50% Due 07/25/23           34,725         34,598
Donaldson, Lufkin &
 Jenrette
 Securities Corp. 5.76%
 Issue Date 10/25/95
 Last Put Date 12/31/95
 Due 01/07/96
 Collateralized By:
 FHLMC: $21,555 Par;
 5.75% Due 07/25/20
 FHLMC: $31,425 Par;
 7.00% Due 02/15/22           30,043         29,691
Donaldson, Lufkin &
 Jenrette
 Securities Corp. 5.78%
 Issue Date 11/22/95
 Last Put Date 12/31/95
 Due 01/07/96
 Collateralized By:
 FHLMC: $22,945 Par;
 6.83% Due 02/15/21           22,708         22,542
Donaldson, Lufkin &
 Jenrette
 Securities Corp. 5.81%
 Issue Date 11/16/95
 Last Put Date 12/31/95
 Due 01/07/96
 Collateralized By:
 FHLMC: $30,000 Par;
 6.50% Due 08/15/08
 FNMA: $14,365 Par;
 5.00% Due 12/25/12           36,627         36,322
Donaldson, Lufkin &
 Jenrette
 Securities Corp. 5.81%
 Issue Date 12/04/95
 Last Put Date 12/31/95
 Due 01/07/96
 Collateralized By:
 FHLMC: $68,455 Par;
 6.49% Due 03/15/24           64,258         63,907
Fuji Securities, Inc.
 5.75%
 Issue Date 11/01/95
 Due 01/08/96
 Collateralized By:
 U.S. Treasury Notes:
 $27,370 Par;
 9.13% Due 05/15/99
 U.S. Treasury Notes: $200
 Par;
 6.00% Due 06/30/96           30,326         30,000
Lehman Government
 Securities, Inc. 5.75%
 Issue Date 10/03/95
 Last Put Date 12/26/95
 Due 01/02/96
 Collateralized By:
 FHLMC: $29,600 Par;
 5.85% Due 10/15/02
 FNMA: $24,057 Par;
 8.00% Due 06/01/07
 FHLMC: $22,200 Par;
 5.50% Due 11/01/00
 FHLMC: $769 Par;
 6.00% Due 05/15/08           57,350         56,528
Lehman Government
 Securities, Inc. 5.75%
 Issue Date 12/11/95
 Last Put Date 12/31/95
 Due 01/07/96
 Collateralized By:
 FHLMC: $13,763 Par;
 6.00% Due 08/15/07
 FHLMC: $14,794 Par;
 5.82% Due 08/15/23
 FNMA: $16,570 Par;
 6.00% Due 11/25/19
 FNMA: $10,000 Par;
 6.50% Due 04/25/23
 FHLMC: $505 Par;
 6.00% Due 05/15/08           44,264         44,074
</TABLE>


F-8
<PAGE>   56
 
SchwabFunds(R)                                                                 9
- --------------------------------------------------------------------------------
SCHWAB GOVERNMENT MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                            Maturity       Value
                            --------     ----------
<S>                         <C>          <C>
Lehman Government
 Securities, Inc. 5.76%
 Issue Date 10/24/95 Last
 Put Date 12/31/95 Due
 01/07/96 Collateralized
 By:
 FHLMC: $18,753 Par;
 6.46% Due 09/15/07
 FNMA: $9,358 Par;
 7.09% Due 10/25/23
 FNMA: $18,270 Par;
 6.24% Due 08/25/19
 FHLMC: $20 Par;
 6.50% Due 10/15/08
 FHLMC: $938 Par;
 6.00% Due 05/15/08          $35,436        $35,016
Lehman Government
 Securities, Inc. 5.76%
 Issue Date 10/26/95 Last
 Put Date 12/31/95 Due
 01/07/96 Collateralized
 By:
 FHLMC: $12,139 Par;
 6.25% Due 11/15/08
 FHLMC: $9,033 Par;
 6.50% Due 01/15/02
 FNMA: $13,187 Par;
 7.00% Due 11/01/08
 FHLMC: $600 Par;
 6.00% Due 05/15/08           27,368         27,052
Lehman Government
 Securities, Inc. 5.80%
 Issue Date 12/08/95 Last
 Put Date 12/31/95 Due
 01/07/96 Collateralized
 By:
 FHLMC: $8,777 Par;
 7.50% Due 11/15/21
 FNMA: $13,332 Par;
 6.30% Due 04/25/17
 FHLMC: $12,321 Par;
 7.50% Due 05/01/09
 FNMA: $15,000 Par;
 8.50% Due 01/01/08
 FHLMC: $9,919 Par;
 6.50% Due 10/01/99           44,743         44,528
Lehman Government
 Securities, Inc. 5.81%
 Issue Date 12/06/95 Last
 Put Date 12/31/95 Due
 01/07/96 Collateralized
 By:
 FNMA: $10,341 Par; 6.47%
 Due 03/25/24
 FHLMC: $4,664 Par;
 6.53% Due 11/15/21
 FNMA: $21,000 Par;
 7.00% Due 08/25/23
 FHLMC: $500 Par;
 6.00% Due 05/15/08           34,305         34,129
Lehman Government
 Securities, Inc. 5.82%
 Issue Date 12/13/95 Last
 Put Date 12/31/95 Due
 01/07/96 Collateralized
 By:
 FHLMC: $45,760 Par;
 6.70% Due 01/15/22
 FHLMC: $19,450 Par;
 7.00% Due 01/15/23
 FNMA: $10,750 Par;
 6.24% Due 01/25/24           33,809         33,673
Salomon Brothers, Inc.
 5.75%
 Issue Date 11/27/95
 Last Put Date 12/31/95
 Due 01/07/96
 Collateralized By:
 FNMA: $34,664 Par;
 7.00% Due 12/01/99
 FHLMC: $4,142 Par;
 6.00% Due 11/15/07
 U.S. Treasury Notes:
 $144 Par;
 11.25% Due 02/15/15          22,976         22,827
Salomon Brothers, Inc.
 5.80%
 Issue Date 11/17/95
 Last Put Date 12/31/95
 Due 01/07/96
 Collateralized By:
 FHLMC: $17,100 Par;
 5.00% Due 09/15/20
 FNMA: $32,900 Par;
 7.50% Due 06/01/09
 FNMA: $38,485 Par;
 8.00% Due 06/01/07           61,075         60,577
Salomon Brothers, Inc.
 5.84%
 Issue Date 11/30/95
 Last Put Date 12/29/95
 Due 01/05/96
 Collateralized By:
 FHLMC: $25,201 Par;
 8.00% Due 08/01/25
 FNMA: $50,000 Par;
 8.00% Due 06/01/07
 FNMA: $3,921 Par;
 7.00% Due 12/01/99 U.S.
 Treasury Notes:
 $210 Par;
 11.25% Due 02/15/15          50,776         50,481
                                           --------
TOTAL REPURCHASE AGREEMENTS
 (Cost $907,215)                            907,215
                                           --------
TOTAL INVESTMENTS--100.0%
 (Cost $1,879,758)                       $1,879,758
                                         ==========
</TABLE>
 
              See accompanying Notes to Schedules of Investments.


F-9
<PAGE>   57
 
SchwabFunds(R)                                                                10
- --------------------------------------------------------------------------------
SCHWAB U.S. TREASURY MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                              Par          Value
                            --------     ----------
<S>                         <C>          <C>
U.S. TREASURY OBLIGATIONS--100.0%
U.S. Treasury Bills
 5.37%-5.51%, 01/11/96      $ 18,275       $ 18,248
 5.34%-5.60%, 01/18/96        12,115         12,084
 5.46%, 01/25/96              20,000         19,928
 5.58%, 02/01/96              15,000         14,930
 5.39%-5.50%, 02/08/96       119,465        118,786
 5.38%-5.43%, 02/15/96         5,355          5,319
 5.39%-5.42%, 02/22/96        33,670         33,410
 5.02%-5.52%, 03/07/96       119,935        118,764
 5.49%, 03/14/96               1,525          1,508
 5.02%, 03/28/96              11,960         11,817
U.S. Treasury Notes
 9.25%, 01/15/96             100,000        100,129
 4.00%-7.50%, 01/31/96        78,505         78,462
 4.63%-8.88%, 02/15/96       174,250        174,369
 4.63%, 02/29/96             108,705        108,543
 7.75%, 03/31/96              40,000         40,198
 9.38%, 04/15/96              20,000         20,198
 5.50%-7.63%, 04/30/96       100,000        100,296
 7.38%, 05/15/96              50,000         50,341
 5.88%, 05/31/96              54,290         54,385
 7.88%, 07/15/96              25,000         25,313
 6.13%, 07/31/96              25,000         25,097
 6.50%, 09/30/96              23,775         23,980
 6.88%, 10/31/96              28,000         28,351
                                           --------
TOTAL U.S. TREASURY OBLIGATIONS
 (Cost $1,184,456)                        1,184,456
                                          ---------
TOTAL INVESTMENTS--100.0%
 (Cost $1,184,456)                       $1,184,456
                                         ==========
</TABLE>
 
NOTES TO SCHEDULES OF INVESTMENTS.
 
     Yields shown are effective yields at the time of purchase, except for
     variable rate securities which are described below and Treasury and Agency
     notes which reflect the coupon rate of the security. Yields for each type
     of security are stated according to the market convention for that security
     type. For each security, cost (for financial reporting and federal income
     tax purposes) and carrying value are the same.
 
     (a) Certain securities purchased by the Schwab Money Market Fund are
        private placement securities exempt from registration by Section 4(2) of
        the Securities Act of 1933. These securities generally are issued to
        institutional investors, such as the Schwab Money Market Fund. Any
        resale by the Fund must be in an exempt transaction, normally to a
        qualified institutional buyer. At December 31, 1995, the aggregate value
        of private placement securities held by the Schwab Money Market Fund was
        $2,002,545,000 which represented 14.29% of net assets. Of this total,
        $1,723,954,000 or 12.30% of net assets, was determined by the Investment
        Manager to be liquid in accordance with a resolution adopted by the
        Board of Trustees relating to Rule 144A, promulgated under the
        Securities Act of 1933.
 
     (b) Variable rate securities. Interest rates vary periodically based on
        current market rates. Rates shown are the effective rates on December
        31, 1995. Dates shown represent the latter of the demand date or next
        interest rate change date, which is considered the maturity date for
        financial reporting purposes. For variable rate securities without
        demand features, the next interest reset date is shown.
 
                            (Continued on next page)


F-10
<PAGE>   58
 
SchwabFunds(R)                                                                11
- --------------------------------------------------------------------------------
SCHWAB MONEY MARKET FUND, SCHWAB GOVERNMENT MONEY FUND
& SCHWAB U.S. TREASURY MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
NOTES TO SCHEDULES OF INVESTMENTS. (CONTINUED)
 
     (c) Due dates shown for repurchase agreements represent either the final
         maturity date or put date, which is considered the maturity date for
         financial reporting purposes.
 
     (d) With respect to this security, as of December 31, 1995, the Schwab
         Money Market Fund was the beneficiary under a $10,375,000 irrevocable
         letter of credit issued by Bank of America National Trust and Savings
         Association which allows the Fund to make a demand for partial payment
         of the security's principal amount under certain conditions upon
         maturity or disposition of the security by the Fund. The letter of
         credit, which expires on August 1, 1996, does not provide complete
         credit support, and therefore, the Fund continues to be exposed to some
         risk of loss of principal of the security. The Charles Schwab
         Corporation has agreed to reimburse the bank for any payments made by
         the bank to the Fund under this letter of credit. See Note 7 to the
         Financial Statements for further discussion.
 
<TABLE>
<CAPTION>
    Abbreviations
    -------------
    <S>        <C>
    FHLMC      Federal Home Loan Mortgage Corporation
    FNMA       Federal National Mortgage Association
    LOC        Letter of Credit
    MBIA       Municipal Bond Investors Assurance Corporation
    RECOP      Remarketed Certificates of Participation
</TABLE>
 
                See accompanying Notes to Financial Statements.


F-11
<PAGE>   59
 
SchwabFunds(R)                                                                12
- --------------------------------------------------------------------------------
SCHWAB MONEY MARKET FUND, SCHWAB GOVERNMENT MONEY FUND
& SCHWAB U.S. TREASURY MONEY FUND
STATEMENTS OF ASSETS AND LIABILITIES (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                     Schwab         Schwab        Schwab
                                      Money       Government   U.S. Treasury
                                     Market         Money          Money
                                      Fund           Fund          Fund
                                   -----------    ----------   -------------
<S>                                <C>            <C>          <C>
ASSETS
Investments, at value
  (Cost: $14,040,471, $1,879,758
  and $1,184,456, respectively)    $14,040,471    $1,879,758    $ 1,184,456
Cash                                        --            24              2
Interest receivable                     67,867        18,397         17,149
Deferred organization costs                 --            --             11
Prepaid expenses                         2,426            80             39
                                   -----------    ----------     ----------
     Total assets                   14,110,764     1,898,259      1,201,657
                                   -----------    ----------     ----------
LIABILITIES
Payable for:
  Dividends                             90,867       12,349           7,248
  Investment advisory and
     administration fee                  3,450          471             188
  Transfer agency and shareholder
     service fees                        4,962          693             387
  Other                                  1,098          177             145
                                   -----------    ----------     ----------
     Total liabilities                 100,377       13,690           7,968
                                   -----------    ----------     ----------
Net assets applicable to
  outstanding shares               $14,010,387    $1,884,569    $ 1,193,689
                                   ===========    ==========     ==========
NET ASSETS CONSIST OF:
  Capital paid in                  $14,010,737    $1,884,838    $ 1,193,821
  Accumulated net realized loss
     on investments sold                  (350)        (269)           (132)
                                   -----------    ----------     ----------
                                   $14,010,387    $1,884,569    $ 1,193,689
                                   ===========    ==========     ==========
THE PRICING OF SHARES
  Outstanding shares,
     $0.00001 par value
     (unlimited shares
     authorized)                    14,010,737    1,884,838       1,193,821
  Net asset value, offering and
     redemption price per share          $1.00        $1.00           $1.00
</TABLE>
 
                See accompanying Notes to Financial Statements.


F-12
<PAGE>   60
 
SchwabFunds(R)                                                                13
- --------------------------------------------------------------------------------
SCHWAB MONEY MARKET FUND, SCHWAB GOVERNMENT MONEY FUND
& SCHWAB U.S. TREASURY MONEY FUND
STATEMENTS OF OPERATIONS (in thousands)
For the year ended December 31, 1995
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                      Schwab        Schwab        Schwab
                                      Money       Government   U.S. Treasury
                                      Market        Money          Money
                                       Fund          Fund          Fund
                                     --------     ----------   -------------
<S>                                  <C>          <C>          <C>
Interest income                      $760,926      $113,106       $57,635
                                     --------      --------       -------
Expenses:
  Investment advisory and
     administration fee                52,254         8,280         4,575
  Transfer agency and
     shareholder service fees          56,873         8,540         4,502
  Custodian fees                          886           262           206
  Registration fees                     1,185            88           221
  Professional fees                       359            52            26
  Shareholder reports                   1,275           205            82
  Trustees' fees                           78            12             5
  Amortization of deferred
     organization
     costs and other prepaid
     expenses                             120             3            14
  Insurance and other expenses            390            59            22
                                     --------      --------       -------
                                      113,420        17,501         9,653
Less expenses reduced                 (18,632)       (3,268)       (3,150)
                                     --------      --------       -------
  Total expenses incurred by Fund      94,788        14,233         6,503
                                     --------      --------       -------
Net investment income                 666,138        98,873        51,132
Net realized gain (loss) on
  investments sold                          4          (162)          (60)
                                     --------      --------       -------
Increase in net assets resulting
  from operations                    $666,142      $ 98,711       $51,072
                                     ========      ========       =======
</TABLE>
 
                See accompanying Notes to Financial Statements.


F-13
<PAGE>   61
 
SchwabFunds(R)                                                                14
- --------------------------------------------------------------------------------
SCHWAB MONEY MARKET FUND, SCHWAB GOVERNMENT MONEY FUND
& SCHWAB U.S. TREASURY MONEY FUND
STATEMENTS OF CHANGES IN NET ASSETS (in thousands)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                 Schwab Money               Schwab Government         Schwab U.S. Treasury
                                  Market Fund                  Money Fund                  Money Fund
                          ---------------------------   -------------------------   -------------------------
                          \------------------------- For the year ended December 31, -----------------------\
                              1995           1994          1995          1994          1995          1994
                          ------------   ------------   -----------   -----------   -----------   -----------
<S>                       <C>            <C>            <C>           <C>           <C>           <C>
Operations:
 Net investment income    $    666,138   $    371,652   $    98,873   $    68,248   $    51,132   $    19,233
 Net realized gain
   (loss)
   on investments sold               4           (124)         (162)          (23)          (60)          (45)
                          ------------   ------------   -----------   -----------   -----------   -----------
 Increase in net assets
   resulting from
   operations                  666,142        371,528        98,711        68,225        51,072        19,188
                          ------------   ------------   -----------   -----------   -----------   -----------
Dividends to
 shareholders from
 net investment income        (666,138)      (371,652)      (98,873)      (68,248)      (51,132)      (19,233)
                          ------------   ------------   -----------   -----------   -----------   -----------
Capital share
 transactions (dollar
 amounts and
 number of shares
 are the same):
 Proceeds from shares
   sold                     35,277,474     27,194,342     4,120,476     4,092,811     2,979,266     1,791,760
 Net asset value of
   shares issued in
   reinvestment of
   dividends                   630,347        323,920        95,940        61,588        46,352        15,433
 Less payments for
   shares redeemed         (33,124,743)   (24,455,432)   (4,229,013)   (4,001,651)   (2,635,740)   (1,381,420)
                          ------------   ------------   -----------   -----------   -----------   -----------
 Increase (decrease)
   in net assets from
   capital share
   transactions              2,783,078      3,062,830       (12,597)      152,748       389,878       425,773
                          ------------   ------------   -----------   -----------   -----------   -----------
 Total increase (decrease)
   in net assets             2,783,082      3,062,706       (12,759)      152,725       389,818       425,728
                          ------------   ------------   -----------   -----------   -----------   -----------
 Net Assets:
   Beginning of period      11,227,305      8,164,599     1,897,328     1,744,603       803,871       378,143
                          ------------   ------------   -----------   -----------   -----------   -----------
   End of period          $ 14,010,387   $ 11,227,305   $ 1,884,569   $ 1,897,328   $ 1,193,689   $   803,871
                          ============   ============   ===========   ===========   ===========   ===========
</TABLE>
 
                See accompanying Notes to Financial Statements.


F-14
<PAGE>   62
 
SchwabFunds(R)                                                                15
- --------------------------------------------------------------------------------
SCHWAB MONEY MARKET FUND, SCHWAB GOVERNMENT MONEY FUND
& SCHWAB U.S. TREASURY MONEY FUND
NOTES TO FINANCIAL STATEMENTS
For the year ended December 31, 1995
- --------------------------------------------------------------------------------
 
1. DESCRIPTION OF THE FUNDS
 
The Schwab Money Market Fund, the Schwab Government Money Fund and the Schwab
U.S. Treasury Money Fund (the "Funds") are series of The Charles Schwab Family
of Funds (the "Trust"), an open-end, management investment company organized as
a Massachusetts business trust on October 20, 1989 and registered under the
Investment Company Act of 1940, as amended.
 
In addition to the three funds described above, the Trust also offers -- the
Schwab Tax-Exempt Money Fund (Sweep and Value Advantage Shares), the Schwab
California Tax-Exempt Money Fund (Sweep and Value Advantage Shares), the Schwab
New York Tax-Exempt Money Fund (Sweep and Value Advantage Shares), the Schwab
Value Advantage Money Fund(R), the Schwab Institutional Advantage Money
Fund(TM) and the Schwab Retirement Money Fund(R). The assets of each series are
segregated and accounted for separately.
 
The Schwab Money Market Fund invests primarily in a diversified portfolio of
short-term obligations of major banks and corporations. The Schwab Government
Money Fund invests exclusively in a diversified portfolio of obligations issued
or guaranteed by the U.S. Government, its agencies or instrumentalities and
repurchase agreements thereon. The Schwab U.S. Treasury Money Fund invests
solely in United States Treasury notes, bills and other direct obligations of
the United States Treasury, backed by the full faith and credit of the United
States Government.
 
2. SIGNIFICANT ACCOUNTING POLICIES
 
The following significant accounting policies are in conformity with generally
accepted accounting principles for investment companies. The preparation of
financial statements in accordance with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts and disclosures in the financial statements. Actual results could differ
from those estimates.
 
Security valuation -- Investments are stated at amortized cost which
approximates market value.
 
Security transactions and interest income -- Security transactions are accounted
for on a trade date basis (date the order to buy or sell is executed). Interest
income is recorded on the accrual basis and includes amortization of premium and
accretion of discount on investments. Realized gains and losses from security
transactions are determined on an identified cost basis.
 
Repurchase agreements -- Repurchase agreements are fully collateralized by U.S.
Treasury or government agency securities. All collateral is held by the Funds'
custodian and is monitored daily to ensure that its market value at least equals
the repurchase price under the agreement.
 
Dividends to shareholders -- Each Fund declares a daily dividend, equal to its
net investment income for that day, payable monthly.
 
Deferred organization costs -- Costs incurred in connection with the
organization of the Funds and their initial registration with the Securities and
Exchange Commission and with various states are amortized on a straight-line
basis over a five-year period from each Fund's commencement of operations.


F-15
<PAGE>   63
 
SchwabFunds(R)                                                                16
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
 
Expenses -- Expenses arising in connection with a Fund are charged directly to
that Fund. Expenses common to all series of the Trust are allocated to each
series in proportion to their relative net assets.
 
Federal income taxes -- It is each Fund's policy to meet the requirements of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all net investment income and realized net capital gains, if any, to
shareholders. Therefore, no federal income tax provision is required. Each Fund
is considered a separate entity for tax purposes.
 
3. TRANSACTIONS WITH AFFILIATES
 
Investment advisory and administration agreements -- The Trust has investment
advisory and administration agreements with Charles Schwab Investment
Management, Inc. (the "Investment Manager"). For advisory services and
facilities furnished, the Schwab Money Market Fund pays an annual fee, payable
monthly, of .46% of the first $2 billion of average daily net assets, .45% of
such assets over $2 billion, and .40% of such assets in excess of $3 billion.
For advisory services and facilities furnished, the Schwab Government Money Fund
and the Schwab U.S. Treasury Money Fund each pay an annual fee, payable monthly,
of .46% of the first $1 billion of each Fund's average daily net assets, .41% of
such assets over $1 billion, and .40% of such assets in excess of $2 billion.
Under these agreements, the Schwab Money Market Fund, the Schwab Government
Money Fund and the Schwab U.S. Treasury Money Fund incurred investment advisory
and administration fees of $52,254,000, $8,280,000 and $4,575,000, respectively,
for the year ended December 31, 1995, before the Investment Manager reduced its
fee (see Note 4).
 
Transfer agency and shareholder service agreements -- The Trust has transfer
agency and shareholder service agreements with Charles Schwab & Co., Inc.
("Schwab"). For services provided under these agreements, Schwab receives an
annual fee, payable monthly, of .45% of each Fund's average daily net assets.
For the year ended December 31, 1995, the Schwab Money Market Fund, the Schwab
Government Money Fund and the Schwab U.S. Treasury Money Fund incurred transfer
agency and shareholder service fees of $56,873,000, $8,540,000 and $4,502,000,
respectively, before Schwab reduced its fees (see Note 4).
 
Officers and trustees -- Certain officers and trustees of the Trust are also
officers or directors of the Investment Manager and/or Schwab. During the year
ended December 31, 1995, the Trust made no direct payments to its officers or
trustees who are "interested persons" within the meaning of the Investment
Company Act of 1940, as amended. The Schwab Money Market Fund, the Schwab
Government Money Fund and the Schwab U.S. Treasury Money Fund incurred fees of
$78,000, $12,000 and $5,000, respectively, related to the Trust's unaffiliated
trustees.
 
4. EXPENSES REDUCED BY THE INVESTMENT MANAGER AND SCHWAB
 
The Investment Manager and Schwab reduced a portion of their fees in order to
limit the ratio of operating expenses to average net assets for each Fund. For
the year ended December 31, 1995, the total of such fees reduced by the
Investment Manager was $15,603,000, $2,777,000 and $2,674,000 for the Schwab
Money Market Fund, the Schwab Government Money Fund and the Schwab U.S. Treasury
Money Fund, respectively, and the total of such fees reduced by Schwab was
$3,029,000, $491,000 and $476,000 for the Schwab Money Market Fund, the


F-16
<PAGE>   64
 
SchwabFunds(R)                                                                17
- --------------------------------------------------------------------------------
SCHWAB MONEY MARKET FUND, SCHWAB GOVERNMENT MONEY FUND
& SCHWAB U.S. TREASURY MONEY FUND
NOTES TO FINANCIAL STATEMENTS
For the year ended December 31, 1995
- --------------------------------------------------------------------------------
 
Schwab Government Money Fund and the Schwab U.S. Treasury Money Fund,
respectively.
 
5. INVESTMENT TRANSACTIONS
 
Purchases, sales and maturities of investment securities during the year ended
December 31, 1995, were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                                            Schwab
                                                  Schwab Money     Schwab Government     U.S. Treasury
                                                  Market Fund         Money Fund          Money Fund
                                                  ------------     -----------------     -------------
<S>                                               <C>              <C>                   <C>
Purchases                                         $54,457,921         $10,324,703         $ 4,666,466
Proceeds of sales and maturities                  $51,703,327         $10,338,043         $ 4,283,007
</TABLE>
 
6. FINANCIAL HIGHLIGHTS
 
Per share income and capital changes for a share outstanding throughout the
period:
 
<TABLE>
<CAPTION>
                                                                Schwab Money Market Fund
                                            ----------------------------------------------------------------
                                            \--------------- For the year ended December 31, --------------\
                                               1995          1994          1993         1992         1991
<S>                                         <C>           <C>           <C>          <C>          <C>
                                            ----------------------------------------------------------------
Net asset value at beginning of period            $1.00         $1.00        $1.00        $1.00        $1.00
Income from investment operations
- ---------------------------------
 Net investment income                              .05           .04          .03          .03          .06
 Net realized and unrealized gain
   (loss) on investments                             --            --           --           --           --
                                            -----------   -----------   ----------   ----------   ----------
 Total from investment operations                   .05           .04          .03          .03          .06
Less distributions
- ------------------
 Dividends from net investment income              (.05)         (.04)        (.03)        (.03)        (.06)
 Distributions from realized gain on
   investments                                       --            --           --           --           --
                                            -----------   -----------   ----------   ----------   ----------
 Total distributions                               (.05)         (.04)        (.03)        (.03)        (.06)
                                            -----------   -----------   ----------   ----------   ----------
Net asset value at end of period                  $1.00         $1.00        $1.00        $1.00        $1.00
                                            ===========   ===========   ==========   ==========   ==========
Total return (%)                                   5.41          3.68         2.67         3.48         5.70
- ----------------
Ratios/Supplemental data
- ------------------------
 Net assets, end of period (000s)           $14,010,387   $11,227,305   $8,164,599   $6,134,167   $4,866,584
 Ratio of expenses to
   average net assets (%)                           .75           .74          .73          .70          .78
 Ratio of net investment income to
   average net assets (%)                          5.27          3.68         2.64         3.40         5.52
</TABLE>
 
The Investment Manager and Schwab have reduced a portion of their fees and
absorbed certain expenses in order to limit each 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 Schwab Money
Market Fund for the periods ended December 31, 1995, 1994, 1993, 1992 and 1991
would have been .90%, .90%, .91%, .92% and .94%, respectively, and the ratio of
net investment income to average net assets would have been 5.12%, 3.52%, 2.46%,
3.18% and 5.36%, respectively.


F-17
<PAGE>   65
 
SchwabFunds(R)                                                                18
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                Schwab Government Money Fund
                                               --------------------------------------------------------------
                                               \-------------- For the year ended December 31, -------------\
                                                  1995         1994         1993         1992         1991
<S>                                            <C>          <C>          <C>          <C>          <C>
                                               --------------------------------------------------------------
Net asset value at beginning of period              $1.00        $1.00        $1.00        $1.00        $1.00
Income from investment operations
- ---------------------------------
 Net investment income                                .05          .04          .03          .03          .05
 Net realized and unrealized gain
   (loss) on investments                               --           --           --           --           --
                                               ----------   ----------   ----------   ----------   ----------
 Total from investment operations                     .05          .04          .03          .03          .05
Less distributions
- ------------------
 Dividends from net investment income                (.05)        (.04)        (.03)        (.03)        (.05)
 Distributions from realized gain
   on investments                                      --           --           --           --           --
                                               ----------   ----------   ----------   ----------   ----------
 Total distributions                                 (.05)        (.04)        (.03)        (.03)        (.05)
                                               ----------   ----------   ----------   ----------   ----------
Net asset value at end of period                    $1.00        $1.00        $1.00        $1.00        $1.00
                                               ==========   ==========   ==========   ==========   ==========
Total return (%)                                     5.34         3.62         2.66         3.42         5.53
- ----------------
Ratios/Supplemental data
- ------------------------
 Net assets, end of period (000s)              $1,884,569   $1,897,328   $1,744,603   $1,592,793   $1,458,705
 Ratio of expenses to
   average net assets (%)                             .75          .74          .73          .72          .70
 Ratio of net investment income to
   average net assets (%)                            5.21         3.56         2.63         3.36         5.38
</TABLE>
 
The Investment Manager and Schwab have reduced a portion of their fees and
absorbed certain expenses in order to limit each 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 Schwab Government
Money Fund for the periods ended December 31, 1995, 1994, 1993, 1992 and 1991
would have been .92%, .92%, .93%, .94% and .95%, respectively, and the ratio of
net investment income to average net assets would have been 5.04%, 3.38%, 2.43%,
3.14% and 5.13%, respectively.


F-18
<PAGE>   66
 
SchwabFunds(R)                                                                19
- --------------------------------------------------------------------------------
SCHWAB MONEY MARKET FUND, SCHWAB GOVERNMENT MONEY FUND
& SCHWAB U.S. TREASURY MONEY FUND
NOTES TO FINANCIAL STATEMENTS
For the year ended December 31, 1995
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                          Schwab U.S. Treasury Money Fund
                                         ------------------------------------------------------------------
                                                                                            For the period
                                         \------ For the year ended December 31, ------\        ended
                                                                                             December 31,
                                            1995          1994         1993         1992       1991 1
<S>                                      <C>            <C>          <C>          <C>          <C>
                                         ------------------------------------------------------------------
Net asset value at beginning of period        $1.00        $1.00        $1.00        $1.00        $1.00
Income from investment operations
- ---------------------------------
 Net investment income                          .05          .04          .03          .03          .01
 Net realized and unrealized gain
   (loss) on investments                         --           --           --           --           --
                                         ----------     --------     --------     --------      -------
 Total from investment operations               .05          .04          .03          .03          .01
Less distributions
- ------------------
 Dividends from net investment income          (.05)        (.04)        (.03)        (.03)        (.01)
 Distributions from realized gain on
   investments                                   --           --           --           --           --
                                         ----------     --------     --------     --------      -------
 Total distributions                           (.05)        (.04)        (.03)        (.03)        (.01)
                                         ----------     --------     --------     --------      -------
Net asset value at end of period              $1.00        $1.00        $1.00        $1.00        $1.00
                                         ==========     ========     ========     ========      =======
Total return (%)                               5.25         3.52         2.54         3.26          .68
- ----------------
Ratios/Supplemental data
- ------------------------
 Net assets, end of period (000s)        $1,193,689     $803,871     $378,143     $178,895      $16,906'
 Ratio of expenses to
   average net assets (%)                       .65          .65          .65          .59          .24*
 Ratio of net investment income to
   average net assets (%)                      5.11         3.60         2.50         2.91         4.11*
</TABLE>
 
The Investment Manager and Schwab have reduced a portion of their fees and
absorbed certain expenses in order to limit each 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 Schwab U.S.
Treasury Money Fund for the periods ended December 31, 1995, 1994, 1993, 1992
and 1991 would have been .96%, 1.00%, 1.05%, 1.15% and 4.11%*, respectively, and
the ratio of net investment income to average net assets would have been 4.80%,
3.25%, 2.10%, 2.35% and .24%*, respectively.
 
1 For the period November 6, 1991 (commencement of operations) to December 31,
    1991.
 
 *  Annualized


F-19
<PAGE>   67
 
SchwabFunds(R)                                                                20
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
 
7. COMMITMENTS AND CONTINGENCIES
 
On December 6, 1994, Orange County, California and the investment pool
maintained by Orange County filed for protection under Chapter 9 of the federal
Bankruptcy Code. At December 31, 1995, the Schwab Money Market Fund had 0.30% of
its net assets, or $41,500,000, in a security issued directly by Orange County.
Prior to this security's original maturity date, the terms of this security were
revised to extend the maturity to June 30, 1996, increase the security's
interest rate and revise the interest payment schedule to require partial
payments of interest prior to June 30, 1996 with a final payment of interest
together with principal on June 30, 1996.
 
As of December 31, 1995, the Schwab Money Market Fund was the beneficiary under
a $10,375,000 irrevocable letter of credit issued by Bank of America National
Trust and Savings Association which permits the Fund to make a demand for
partial payment under certain conditions upon maturity or disposition of the
Orange County security. This letter of credit does not provide complete credit
support, and therefore, the Fund continues to be exposed to some risk of loss of
principal of the Orange County security. The Charles Schwab Corporation has
agreed to reimburse the bank for any payments made by the bank to the Fund under
this letter of credit. The letter of credit has not been needed to maintain the
Fund's net asset value of $1.00 per share.


F-20
<PAGE>   68
 
SchwabFunds(R)                                                                21
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
To the Board of Trustees
and Shareholders of the Schwab Money Market Fund,
the Schwab Government Money Fund and
the Schwab U.S. Treasury Money Fund
 
In our opinion, the accompanying statements of assets and liabilities, including
the schedules of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of the Schwab Money Market Fund, the
Schwab Government Money Fund and the Schwab U.S. Treasury Money Fund (three
series constituting part of The Charles Schwab Family of Funds, hereafter
referred to as the "Trust") at December 31, 1995, the results of each of their
operations for the year then ended, the changes in each of their net assets for
each of the two years in the period then ended and the financial highlights for
each of the periods presented, in conformity with generally accepted accounting
principles. These financial statements and financial highlights (hereafter
referred to as "financial statements") are the responsibility of the Trust's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities at December 31, 1995 by correspondence with the
custodian, provide a reasonable basis for the opinion expressed above.
 
/s/ Price Waterhouse LLP
- ------------------------

PRICE WATERHOUSE LLP
San Francisco, California
January 31, 1996


F-21
<PAGE>   69
 
SchwabFunds(R)                                                                 1
- --------------------------------------------------------------------------------
SCHWAB TAX-EXEMPT MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
VARIABLE RATE OBLIGATIONS--57.8%(a)
ALABAMA--2.0%
Alabama Housing Finance
 Authority Single Family
 Housing Revenue Bonds
 Collateralized Home
 Mortgage Program Series
 1995C-1/ (Bayerische
 Landesbank Girozentrale
 LOC)
 5.05%, 01/07/96             $10,400        $10,400
Citronelle, Alabama
 Industrial Development
 Board Pollution Control
 Revenue Refunding Bonds
 (AZKO Chemicals, Inc.
 Project)/ (Wachovia Bank
 LOC)
 5.15%, 01/07/96               1,100          1,100
Jefferson County, Alabama
 Sewer Revenue Warrants
 Series 1995A/
 (Bayerische Landesbank
 Girozentrale LOC)
 5.20%, 01/07/96              12,500         12,500
Mobile County, Alabama
 Industrial Development
 Board Revenue Bonds
 (Ultraform Co.
 Project) Series B/
 (Bayerische Landesbank
 Girozentrale LOC)
 5.00%, 01/07/96               1,000          1,000
Mobile County, Alabama
 Industrial Development
 Board Pollution Control
 Revenue Refunding Bonds
 (Ultraform Co. Project)
 Series A/ (Bayerische
 Landesbank Girozentrale
 LOC)
 5.00%, 01/07/96               7,480          7,480
Mobile, Alabama
 Industrial Development
 Board Pollution Control
 Revenue Refunding
 Bonds (Alabama
 Power Co. Project)
 Series 1993C
 5.15%, 01/07/96              12,000         12,000
Montgomery, Alabama Special
 Care Facility Financing
 Authority Revenue Bonds
 (Baptist Medical Center
 VHA) Series 1985C/
 (AMBAC Insurance &
 FNB Chicago SBPA)
 5.00%, 01/07/96               2,000          2,000
Montgomery, Alabama Special
 Care Facility Financing
 Authority Revenue Bonds
 (Baptist Medical Center
 VHA) Series 1985F/
 (AMBAC Insurance &
 FNB Chicago SBPA)
 5.00%, 01/07/96               9,000          9,000
Montgomery, Alabama Special
 Care Facility Financing
 Authority Revenue Bonds
 (Baptist Medical Center
 VHA) Series 1985G/
 (AMBAC Insurance &
 FNB Chicago SBPA)
 5.00%, 01/07/96               6,390          6,390
Montgomery, Alabama Special
 Care Facility Financing
 Authority Revenue Bonds
 (Baptist Medical Center
 VHA) Series 1985H/
 (AMBAC Insurance &
 FNB Chicago SBPA)
 5.00%, 01/07/96               5,295          5,295
Opelika, Alabama Industrial
 Development Board Revenue
 Bonds (Power Guard
 Project) Series
 1994/(SouthTrust Bank of
 Alabama LOC)
 5.35%, 01/07/96               3,100          3,100
                                             ------
                                             70,265
                                             ------
ALASKA--0.0%
Alaska Industrial
 Development Authority
 Flexible Demand Revenue
 Bonds (Advanced Health
 Systems)/(Citibank LOC)
 5.35%, 01/07/96                 600            600
                                             ------
ARIZONA--0.5%
Arizona Educational Loan
 Marketing Corp.
 Revenue Bonds Series A/
 (MBIA Insurance &
 Fuji Bank SBPA)
 5.45%, 01/07/96              10,000         10,000
Yavapai County, Arizona
 Industrial Development
 Authority Revenue Bonds
 (First Health
 Care Corp. Project)/
 (Wachovia Bank LOC)
 5.15%, 01/07/96               4,230          4,230
</TABLE>


F-22
<PAGE>   70
 
SchwabFunds(R)                                                                 2
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
Yuma, Arizona Industrial
 Development Authority
 Multi Family Housing
 Revenue Bonds
 (El Encanto Apartments)
 Series A/(Citibank LOC)
 5.20%, 01/07/96              $3,000        $ 3,000
Yuma, Arizona Industrial
 Development Authority
 Multi Family Housing
 Revenue Bonds
 (El Encanto Apartments)
 Series B/(Citibank LOC)
 5.50%, 01/07/96                 275            275
                                             ------
                                             17,505
                                             ------
CALIFORNIA--1.4%
California Higher Education
 Loan Authority Student
 Loan Refunding Bonds
 Series E1/(SLMA LOC)
 5.25%, 01/07/96               5,000          5,000
California Pollution
 Control Financing
 Authority Pollution
 Control Revenue Bonds
 (Southern California
 Edison) Series 1986B
 5.40%, 01/01/96                 100            100
California Pollution
 Control Financing
 Authority Pollution
 Control Revenue Bonds
 (Southern California
 Edison) Series 1986C
 5.40%, 01/01/96                 200            200
California Statewide
 Community Development
 Corp. Industrial
 Development Revenue Bonds
 (Packaging Innovation DZ
 Industries, Inc.) Series
 1994A-2/ (Bank of Tokyo
 LOC)
 5.35%, 01/07/96                 585            585
Irvine Ranch, California
 Water District
 Consolidated Revenue
 Refunding Bonds Series
 1985A-2/ (Sumitomo Bank
 LOC)
 5.90%, 01/01/96               8,900          8,900
Irvine Ranch, California
 Water District
 Consolidated Revenue
 Refunding Bonds Series
 A/(Industrial Bank of
 Japan LOC)
 6.10%, 01/01/96                 100            100
Los Angeles County,
 California Metropolitan
 Transportation Authority
 Sales Tax Revenue
 Refunding Bonds
 Proposition C Second
 Senior Series A/
 (MBIA Insurance &
 Industrial Bank of
 Japan SBPA)
 5.00%, 01/07/96                 300            300
Orange County, California
 Various Sanitation
 Districts Certificates of
 Participation Capital
 Improvement Programs
 Series 1990-92C/ (FGIC
 Insurance)
 6.00%, 01/01/96                 200            200
Orange County, California
 Water District
 Certificates of
 Participation (Sanitation
 Districts #1,2,3)/
 (AMBAC Insurance &
 Industrial Bank of
 Japan SBPA)
 5.05%, 01/07/96              19,500         19,500
Simi Valley, California
 Multi Family Housing
 Certificates of
 Participation (Lincoln
 Wood Ranch Project)/
 (Sumitomo Bank LOC)
 5.05%, 01/07/96               5,600          5,600
Southern California Public
 Power Authority
 Transmission Project
 Revenue Bonds (Southern
 Transmission Project)
 Series 1991/ (AMBAC
 Insurance & Swiss Bank
 LOC)
 4.75%, 01/07/96               9,700          9,700
                                             ------
                                             50,185
                                             ------
COLORADO--4.2%
Colorado Health Facilities
 Authority Revenue Bonds
 (Sisters of Charity
 Health) Series B/(Multiple
 Credit Enhancements)
 5.05%, 01/07/96              23,300         23,300
Colorado Student Obligation
 Bond Authority Student
 Loan Revenue Bonds
 (Colorado University)
 Series 1990A/ (SLMA LOC)
 5.20%, 01/07/96              10,790         10,790
Colorado Student Obligation
 Bond Authority Student
 Loan Revenue Bonds
 (Colorado University)
 Series 1993B/ (SLMA LOC)
 5.20%, 01/07/96               2,100          2,100
Colorado Student Obligation
 Bond Authority Student
 Loan Revenue Bonds
 (Colorado University)
 Series 1993C-2/ (SLMA LOC)
 5.05%, 01/07/96               2,200          2,200
Denver, Colorado City and
 County Airport System
 Revenue Bonds Series
 1992D/(Morgan Guaranty
 Trust LOC)
 5.30%, 01/07/96              48,400         48,400
</TABLE>


F-23
<PAGE>   71
 
SchwabFunds(R)                                                                 3
- --------------------------------------------------------------------------------
SCHWAB TAX-EXEMPT MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
Denver, Colorado City and
 County Airport System
 Revenue Bonds Series
 1992E/ (Bank of Tokyo LOC)
 5.50%, 01/07/96             $30,000       $ 30,000
Denver, Colorado City and
 County Airport System
 Revenue Bonds Series
 1992F/(Bank 
 of Montreal LOC) 
 5.30%, 01/07/96              16,000         16,000
Denver, Colorado City and
 County Airport System
 Revenue Bonds Series
 1992G/(Credit Local de
 France LOC)
 5.30%, 01/07/96               8,500          8,500
Douglas County, Colorado
 Multi Family Housing
 Revenue Bonds (Autumn
 Chase Project)/ (Citibank
 LOC)
 5.25%, 01/07/96               9,300          9,300
                                            -------
                                            150,590
                                            -------
CONNECTICUT--1.0%
Connecticut State General
 Obligation Economic
 Recovery Bonds Series
 1991B/(Multiple Credit
 Enhancements)
 5.10%, 01/07/96              11,700         11,700
Connecticut State Special
 Assessment Unemployment
 Compensation Advance
 Fund Revenue Bonds
 Series 1993B/(Multiple
 Credit Enhancements)
 5.40%, 01/07/96              15,900         15,900
Connecticut State Special Tax
 Obligation Bonds (Second
 Lien Transportation
 Information) Series 1990-1/
 (Industrial Bank of Japan LOC)
 5.10%, 01/07/96               5,800          5,800
                                            -------
                                             33,400
                                            -------
DISTRICT OF COLUMBIA--0.1%
District of Columbia
 Revenue Bonds Adjustable
 Convertible Extendable
 Securities (Georgetown
 University) Series 1988D/
 (Sanwa Bank LOC)
 5.65%, 01/07/96               4,200          4,200
                                            -------
FLORIDA--1.1%
Brevard County, Florida
 Housing Finance Authority
 Multi Family Housing
 Revenue Bonds
 (Palm Place Project)/
 (Chemical Bank LOC)
 5.05%, 01/07/96               5,000          5,000
Dade County, Florida
 Solid Waste Industrial
 Development Revenue Bonds
 (Montenay-Dade, Ltd.
 Project)/(Banque 
 Paribas LOC)
 5.10%, 01/07/96               1,280          1,280
Hillsborough County,
 Florida Industrial
 Development Authority
 Revenue Bonds (Seaboard
 Tampa Terminals) Series
 1986A/ (Barclays Bank LOC)
 5.00%, 01/07/96               5,500          5,500
Indian Trace, Florida
 Community Development
 District (Water & Sewer
 Special Assessment
 Basin 1 Water)/
 (MBIA Insurance &
 Swiss Bank SBPA)
 4.90%, 01/07/96               2,500          2,500
Orange County, Florida
 Housing Finance Authority
 Multi Family Housing
 Revenue Bonds
 (Rio Vista Project)/
 (First Union Bank of
 North Carolina LOC)
 5.20%, 01/07/96               3,865          3,865
Orange County, Florida
 Housing Finance Authority
 Multi Family Housing
 Revenue Bonds (Smokewood
 Project)/ (Citibank LOC)
 5.25%, 01/07/96              10,000         10,000
Palm Beach County, Florida
 Health Facilities
 Authority Revenue
 Refunding Bonds 
 (Joseph L. Morse
 Geriatric Center)/
 (Sun Bank LOC)
 5.20%, 01/07/96               9,800          9,800
Palm Beach County, Florida
 Housing Finance Authority
 Multi Family Housing
 Revenue Bonds
 (Crystal II Project)/
 (Citibank LOC)
 5.15%, 01/07/96               2,850          2,850
                                             ------
                                             40,795
                                             ------
GEORGIA--3.1%
Burke County, Georgia
 Development Authority
 Pollution Control Revenue
 Bonds (Oglethorpe
 Power Corp. Project)
 Series 1993A/
 (FGIC Insurance &
 Industrial Bank of
 Japan SBPA)
 5.15%, 01/07/96              15,300         15,300
</TABLE>


F-24
<PAGE>   72
 
SchwabFunds(R)                                                                 4
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
Burke County, Georgia
 Development Authority
 Pollution Control Revenue
 Bonds (Oglethorpe
 Power Corp. Project)
 Series 1994A/
 (FGIC Insurance &
 Credit Local de
 France SBPA)
 5.15%, 01/07/96             $24,000        $24,000
Cobb County, Georgia
 Housing Authority
 Multi Family Housing
 Revenue Bonds
 (Walton Green Project)/
 (Wachovia Bank LOC)
 5.25%, 01/07/96              14,000         14,000
Cobb County, Georgia
 Housing Authority Multi
 Family Housing Revenue
 Bonds (Williamstown
 Apartment Project)/
 (Wachovia Bank LOC)
 5.20%, 01/07/96               2,000          2,000
Dekalb County, Georgia
 Development Authority
 Industrial Development
 Revenue Bonds (Siemens
 Energy, Inc. Project)/
 (Siemens AG Guaranty)
 5.20%, 01/07/96               3,750          3,750
Dekalb County, Georgia
 Housing Authority Multi
 Family Housing Revenue
 Bonds (Wood Hills
 Apartment Project)/ (Bank
 of Montreal LOC)
 5.15%, 01/07/96               5,250          5,250
Douglas County, Georgia
 Development Authority
 Industrial Development
 Revenue Bonds (Mima Inc.
 Project)/ (Wachovia Bank
 LOC)
 5.10%, 01/07/96               4,300          4,300
Laurens County, Georgia
 Development Authority
 Solid Waste Disposal
 Revenue Bonds (Southeast
 Paper Co. Project)/
 (Wachovia Bank LOC)
 5.25%, 01/07/96              25,000         25,000
Richmond County, Georgia
 Industrial Development
 Authority Revenue Bonds
 (Bok Group Project)/
 (Wachovia Bank LOC)
 5.15%, 01/07/96               5,000          5,000
Rockmart, Georgia
 Development Authority
 Industrial Development
 Revenue Bonds (CW Matthews
 Contracting)/ (Wachovia
 Bank LOC)
 5.25%, 01/07/96               2,500          2,500
Smyrna, Georgia Housing
 Authority Multi Family
 Housing Revenue Bonds
 (Walton Park LP)/
 (Wachovia Bank LOC)
 5.25%, 01/07/96               8,000          8,000
Villa Rica, Georgia
 Industrial Development
 Revenue Bonds (Lowes Home
 Centers, Inc. Project)/
 (Wachovia Bank LOC)
 5.15%, 01/07/96               1,200          1,200
                                            -------
                                            110,300
                                            -------
HAWAII--1.6%
Hawaii State Department of
 Budget and Finance Special
 Purpose Mortgage Revenue
 Bonds (Adventist Health
 System West)/ (Bank of
 California LOC)
 5.15%, 01/07/96               3,100          3,100
Hawaii State Housing
 Finance & Development
 Corp. Multi-Family Housing
 Revenue Bonds (Nani Mauna
 Loa Project) Series 1995A/
 (Citibank LOC)
 4.00%, 01/07/96               4,350          4,350
Hawaii State Housing
 Finance & Development
 Corp. Revenue Bonds
 (Rental Housing System)
 Series 1990A/
 (Industrial Bank of
 Japan LOC)
 5.20%, 01/07/96              17,100         17,100
Hawaii State Housing
 Finance & Development
 Corp. Revenue Bonds
 (Rental Housing System)
 Series 1990B/(Industrial
 Bank of Japan LOC)
 5.20%, 01/07/96              19,600         19,600
Honolulu, Hawaii City and
 County Multi Family
 Housing Revenue Bonds
 (HaleKa Gardens Project)
 Series A/ (Bank of Tokyo
 LOC)
 5.70%, 01/07/96               5,256          5,256
</TABLE>


F-25
<PAGE>   73
 
SchwabFunds(R)                                                                 5
- --------------------------------------------------------------------------------
SCHWAB TAX-EXEMPT MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
Honolulu, Hawaii City and
 County Multi Family
 Housing Revenue Bonds
 (Lolani Regents Project)
 Series 1990A/
 (Bank of Hawaii LOC)
 5.55%, 01/07/96             $ 9,300        $ 9,300
                                             ------
                                             58,706
                                             ------
ILLINOIS--10.2%
Centralia, Illinois
 Industrial Development
 Authority Revenue Bonds
 (Consolidated Foods
 Corp./Hollywood
 Brands, Inc. Project)/
 (Wachovia Bank LOC)
 5.15%, 01/07/96               4,500          4,500
Chicago, Illinois
 General Obligation
 Bonds Series 1985/
 (Sanwa Bank LOC)
 5.45%, 01/07/96              14,440         14,440
Chicago, Illinois
 General Obligation
 Bonds Series 1992B/
 (Canadian Imperial Bank of
 Commerce LOC)
 5.10%, 01/07/96              10,400         10,400
Chicago, Illinois
 Industrial Development
 Revenue Bonds (Morse
 Automotive)/ Series 1995
 (American National Bank &
 Trust Co. LOC)
 5.25%, 01/07/96               3,000          3,000
Chicago, Illinois O'Hare
 International Airport
 Revenue Bonds (Adjustable
 Convertible Extendable
 Securities General Airport
 Second Lien) Series B-1/
 (Sanwa Bank LOC)
 5.40%, 01/07/96              10,000         10,000
Chicago, Illinois O'Hare
 International Airport
 Revenue Bonds
 (Adjustable Convertible
 Extendable Securities
 General Airport Second
 Lien) Series B-2/
 (Sanwa Bank LOC)
 5.40%, 01/07/96              10,000         10,000
Chicago, Illinois O'Hare
 International Airport
 Revenue Bonds
 (General Airport Second
 Lien) Series 1994C/
 (Societe Generale LOC)
 5.15%, 01/07/96              16,100         16,100
Chicago, Illinois O'Hare
 International Airport
 Revenue Bonds (General
 Airport Second Lien)
 Series A/(Westpac Banking
 Corp. LOC)
 5.10%, 01/07/96              13,100         13,100
Illinois Development
 Finance Authority Hospital
 Revenue Bonds (Palos
 Community Hospital) Series
 1994/ (Credit Suisse SBPA)
 5.20%, 01/07/96              37,700         37,700
Illinois Development
 Finance Authority
 Industrial Development
 Revenue Bonds (Knead Dough
 Baking Co.)/
 (Bank of America LOC)
 5.35%, 01/07/96               8,870          8,870
Illinois Development
 Finance Authority
 Industrial Development
 Revenue Bonds (Marriott
 Corp. Deerfield Project)/
 (National Westminster Bank
 LOC)
 5.15%, 01/07/96               1,300          1,300
Illinois Development
 Finance Authority
 Industrial Development
 Revenue Bonds (Rerkin
 Paperboard Co. LP) Series
 1994/ (Northern Trust LOC)
 5.40%, 01/07/96               5,500          5,500
Illinois Development
 Finance Authority Revenue
 Residential Rental Revenue
 Bonds (F.C. Harris
 Pavillion Project) Series
 1994/(FNMA LOC)
 5.15%, 01/07/96               3,000          3,000
Illinois Development
 Finance Authority Revenue
 Residential Rental Revenue
 Bonds (River Oak)/ (Swiss
 Bank LOC)
 5.20%, 01/07/96               3,790          3,790
Illinois Educational
 Facility Authority Revenue
 Bonds (Chicago Zoological
 Society Brookfield Zoo)
 Series B/
 (Chemical Bank LOC)
 5.25%, 01/07/96               2,000          2,000
Illinois Educational
 Facility Authority Revenue
 Bonds (Chicago
 Historical Society)/
 (Mitsubishi Bank LOC)
 5.35%, 01/07/96               8,300          8,300
</TABLE>


F-26
<PAGE>   74
 
SchwabFunds(R)                                                                 6
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
Illinois Educational
 Facility Authority 
 Revenue Bonds
 (Illinois Institute of
 Technology) Series 1990A/
 (Northern Trust LOC)
 5.05%, 01/07/96             $11,300        $11,300
Illinois Educational
 Facility Authority Revenue
 Bonds (Northwestern
 University)/ (FNB Chicago
 LOC)
 5.15%, 01/07/96              22,200         22,200
Illinois Educational
 Facility Authority Revenue
 Bonds (University Pooled
 Financing Program) Series
 1985/
 (FGIC Insurance &
 Sakura Bank SBPA)
 5.95%, 01/07/96              17,325         17,325
Illinois Health Facility
 Authority Revenue Bonds
 (Franciscan Village
 Project) Series 1989A/
 (Commonwealth Bank of
 Australia LOC)
 5.20%, 01/07/96               2,000          2,000
Illinois Health Facility
 Authority Revenue Bonds
 (Hospital Sisters
 Services) Series E/(MBIA
 Insurance &
 Morgan Guaranty SBPA)
 5.00%, 01/07/96               4,300          4,300
Illinois Health Facility
 Authority Revenue Bonds
 (Ingalls Memorial
 Hospital) Series
 1985C/(LaSalle National
 Bank LOC)
 5.60%, 01/07/96               1,100          1,100
Illinois Health Facility
 Authority Revenue Bonds
 (Streeterville Corp.)
 Series A/
 (FNB Chicago LOC)
 5.10%, 01/07/96              14,400         14,400
Illinois Health Facility
 Authority Revenue Bonds
 (Washington & Jane Smith
 Home) Series 1991/
 (Comerica Bank LOC)
 5.20%, 01/07/96               2,800          2,800
Illinois Health Facility
 Authority Revenue Bonds
 Revolving Fund Pooled Loan
 Series 1985C/ (FNB Chicago
 LOC)
 5.20%, 01/07/96               6,000          6,000
Illinois Health Facility
 Authority Revenue Bonds
 Revolving Fund Pooled Loan
 Series 1985D/ (FNB Chicago
 LOC)
 5.20%, 01/07/96              20,000         20,000
Illinois State Toll Highway
 Authority Revenue Bonds
 Series B/(MBIA Insurance &
 Societe Generale SBPA)
 5.05%, 01/07/96              63,400         63,400
Kane County, Illinois
 Revenue Bonds (Glenwood
 School for Boys)/(Harris
 Trust & Savings Bank LOC)
 5.10%, 01/07/96               9,000          9,000
Lombard, Illinois
 Industrial Development
 Revenue Refunding Bonds (B
 & H Partnership Project)/
 (Comerica Bank LOC)
 5.38%, 01/07/96               1,500          1,500
McHenry County, Illinois
 Industrial Development
 Authority Revenue
 Refunding Bonds (Dean
 Foods Co. Project)/
 (Wachovia Bank LOC)
 5.15%, 01/07/96               2,675          2,675
Oak Forest, Illinois
 Revenue Bonds (Homewood
 Pool) Series 1989/
 (FNB Chicago LOC)
 5.15%, 01/07/96              37,000         37,000
                                            -------
                                            367,000
                                            -------
INDIANA--0.4%
Crawfordsville, Indiana
 Industrial Development
 Revenue Bonds (National
 Service Industries, Inc.
 Project)/ (Wachovia Bank
 LOC)
 5.15%, 01/07/96               2,000          2,000
Hammond, Indiana Adjustable
 Rate Economic Development
 Revenue Bonds (Lear
 Seating Corp. Project)
 Series 1994/ (Chemical
 Bank LOC)
 4.25%, 01/07/96               5,750          5,750
Indiana Health Facility
 Financing Authority
 Hospital Adjustable
 Convertible Extentable
 Securities Revenue Bonds
 (Methodist Hospital)
 Series C/
 (Credit Suisse SBPA)
 5.15%, 01/07/96               4,100          4,100
Indianapolis, Indiana
 Economic Development
 Authority Revenue Bonds
 (Herff-Jones, Inc. Project)/
 (Wachovia Bank LOC)
 5.25%, 01/07/96               4,100          4,100
                                            -------
                                             15,950
                                            -------
</TABLE>


F-27
<PAGE>   75
 
SchwabFunds(R)                                                                 7
- --------------------------------------------------------------------------------
SCHWAB TAX-EXEMPT MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
IOWA--0.2%
Iowa Higher Education Loan
 Authority Revenue Bonds
 Adjustable Convertible
 Extendable Securities
 Education Loan (Private
 College Facility)/
 (MBIA Insurance &
 Dai-Ichi Kangyo
 Bank SBPA)
 5.50%, 01/07/96             $ 4,100        $ 4,100
Iowa Housing Finance
 Authority Multi Family
 Housing Revenue Bonds
 (Small Business Loan
 Project) Series 1985A/
 (FHLB of Des Moines LOC)
 5.30%, 01/07/96               2,100          2,100
Iowa State Financing
 Authority Solid Waste
 Disposal Revenue Bonds
 (Cedar River Paper
 Project) Series 1995A/
 (Swiss Bank LOC)
 6.10%, 01/01/96               1,000          1,000
                                             ------
                                              7,200
                                             ------
KANSAS--0.2%
Kansas City, Kansas
 Industrial Revenue Bonds
 (Owen Industries, Inc.
 Project) Series 1987/
 (Sanwa Bank LOC)
 5.45%, 01/07/96               2,400          2,400
Wichita, Kansas Airport
 Facilities Revenue Bonds
 (Flightsafety
 International, Inc.)/
 (Wachovia Bank LOC)
 5.25%, 01/07/96               3,000          3,000
Wichita, Kansas Health
 Facilities Revenue
 Authority (CSJ Health
 System) Series XXV/
 (Sumitomo Bank LOC)
 5.30%, 01/07/96               1,900          1,900
                                             ------
                                              7,300
                                             ------
KENTUCKY--0.7%
Lebanon, Kentucky
 Industrial Development
 Revenue Bonds (Wallace
 Computer Services, Inc.)/
 (Wachovia Bank LOC)
 5.25%, 01/07/96               5,000          5,000
Mason County, Kentucky
 Pollution Control
 Financing Authority
 Pollution Control Revenue
 Bonds (East Kentucky Power
 Corp.) Series 1984B-1/
 (N.R.U.--C.F.C. Guaranty)
 4.65%, 01/07/96              10,600         10,600
Murray, Kentucky Industrial
 Development Authority
 Revenue Bonds
 (Dean Foods Co.)/
 (Wachovia Bank LOC)
 5.15%, 01/07/96               5,000          5,000
Owensboro, Kentucky Limited
 Obligation Revenue Bonds
 (Dart Polymers, Inc.
 Project) Series 1985A/
 (National Westminster Bank
 LOC)
 4.05%, 01/07/96               1,900          1,900
Wilson County, Kentucky
 Industrial Development
 Board Revenue Bonds
 (Perma Pipe I North
 Carolina Project)/ (Harris
 Trust & Savings Bank LOC)
 5.50%, 01/07/96               3,150          3,150
                                             ------
                                             25,650
                                             ------
LOUISIANA--3.5%
De Soto Parish, Louisiana
 Pollution Control
 Financing Authority
 Pollution Control Revenue
 Refunding Bonds (Central
 Louisiana
 Electric Co.)
 Series 1991A/
 (Swiss Bank LOC)
 5.05%, 01/07/96                 400            400
De Soto Parish, Louisiana
 Pollution Control
 Financing Authority
 Pollution Control Revenue
 Refunding Bonds (Central
 Louisiana
 Electric Co.)
 Series 1991B/
 (Swiss Bank LOC)
 5.05%, 01/07/96              15,000         15,000
East Baton Rouge Parish,
 Louisiana Pollution
 Control Revenue Refunding
 Bonds (Exxon Corp.) Series
 1989
 5.90%, 01/01/96               1,900          1,900
Louisiana Public Facilities
 Authority Hospital Revenue
 Bonds (Willis Knighton
 Medical Project)/ (AMBAC
 Insurance & Mellon Bank
 SBPA)
 5.00%, 01/07/96              15,300         15,300
New Orleans, Louisiana
 Aviation Board Revenue
 Bonds (Passenger Facility
 Charge Projects)/ (Banque
 Paribas & Canadian
 Imperial Bank of Commerce
 LOC)
 5.50%, 01/07/96               7,000          7,000
</TABLE>


F-28
<PAGE>   76
 
SchwabFunds(R)                                                                 8
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
New Orleans, Louisiana
 Aviation Board Revenue
 Bonds Series B/
 (MBIA Insurance &
 Industrial Bank of
 Japan SBPA)
 4.95%, 01/07/96             $73,020       $ 73,020
New Orleans, Louisiana
 Exhibition Hall Authority
 Special Tax Revenue Bonds
 (Hotel Occupancy Project)
 Series B/ (Sanwa Bank LOC)
 5.50%, 01/07/96               1,300          1,300
New Orleans, Louisiana
 Exhibition Hall Authority
 Special Tax Revenue Bonds
 Series 1989B/ (Sanwa Bank
 LOC)
 5.50%, 01/07/96               3,800          3,800
Rapides Parish, Louisiana
 Industrial Development
 Board Pollution Control
 Revenue Refunding Bonds
 (Central Louisiana
 Electric Co.)
 Series 1991/
 (Swiss Bank LOC)
 5.05%, 01/07/96               8,150          8,150
                                           --------
                                            125,870
                                           --------
MARYLAND--2.5%
Baltimore, Maryland
 Industrial Development
 Authority Revenue Bonds
 (City of Baltimore Capital
 Acquisition Program)
 Series 1986/(Dai-Ichi
 Kangyo Bank LOC)
 5.35%, 01/07/96              52,400         52,400
Maryland State Health and
 Higher Educational
 Facility Authority Pooled
 Revenue Bonds (Kennedy
 Kreiger) Series 1993D/
 (FNB Maryland LOC)
 5.10%, 01/07/96               2,000          2,000
Maryland State Health and
 Higher Educational Facility
 Authority Pooled Revenue
 Bonds (Pooled Loan
 Program) Series A/
 (Dai-Ichi Kangyo Bank LOC &
 FNB Chicago SBPA)
 5.00%, 01/07/96               9,700          9,700
Montgomery County, Maryland
 Housing Opportunity
 Commission Housing Revenue
 Bonds (Draper Lane) Series
 1991I/(FGIC 
 Insurance &
 Sumitomo Bank SBPA)
 5.30%, 01/07/96              16,500         16,500
Northeast Maryland Waste
 Disposal Authority
 Resource Recovery Bonds
 (Hartford County)/ (AMBAC
 Insurance &
 Credit Local de France
 LOC)
 5.05%, 01/07/96               9,600          9,600
                                            -------
                                             90,200
                                            -------
MICHIGAN--0.1%
Grand Rapids, Michigan
 Water Supply Variable Rate
 Revenue Bonds/
 (FGIC Insurance &
 Societe Generale SBPA)
 5.90%, 01/07/96               1,000          1,000
Michigan State Strategic
 Fund Limited Obligation
 Revenue Bonds (Dean Foods
 Co. Project)/ (Wachovia
 Bank LOC)
 5.25%, 01/07/96               3,500          3,500
                                             ------
                                              4,500
                                             ------
MINNESOTA--0.9%
Bloomington, Minnesota Port
 Authority Tax Increment
 Revenue Refunding Bonds
 (Mall of America) 
 Series 1995A/
 (Credit Local de
 France SBPA &
 FSA Insurance)
 5.20%, 01/07/96               7,000          7,000
St. Paul, Minnesota Housing
 Redevelopment Authority
 Rental Multi Family
 Housing Development Bonds
 Multi City Series 1985A/
 (FHLB Des Moines LOC)
 5.30%, 01/07/96              19,900         19,900
                                             ------
                                             26,900
                                             ------
MISSISSIPPI--0.4%
Jackson County, Mississippi
 Pollution Control Revenue
 Bonds (Chevron U.S.A. Inc.
 Project)
 5.90%, 01/07/96              14,700         14,700
                                             ------
MISSOURI--1.0%
Independence, Missouri
 Industrial Development
 Authority Revenue Bonds
 (Resthaven Project)/
 (Credit Local de France
 LOC)
 5.20%, 01/07/96               9,640          9,640
</TABLE>


F-29
<PAGE>   77
 
SchwabFunds(R)                                                                 9
- --------------------------------------------------------------------------------
SCHWAB TAX-EXEMPT MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
Industrial Development
 Authority of Mexico,
 Missouri Revenue Bonds
 (ABP Midwest
 Manufacturing Co.
 Project) Series 1995/
 (Royal Bank of Scotland
 LOC)
 5.25%, 01/07/96              $7,600        $ 7,600
Missouri State Development
 Finance Board Industrial
 Development Revenue Bonds
 (H.R. Williams Mill Supply
 Project) Series 1995/
 (Union Bank of
 Switzerland LOC)
 5.30%, 01/07/96               3,100          3,100
Missouri State Health and
 Educational Facilities
 Authority Health
 Facilities Revenue Bonds
 (Sisters of Mercy)
 Series 1988A/(Multiple
 Credit Enhancements)
 5.10%, 01/07/96               3,200          3,200
Missouri State Health and
 Educational Facilities
 Authority Health
 Facilities Revenue Bonds
 (Sisters of Mercy) Series
 1992B/ (Toronto-Dominion
 Bank SBPA)
 5.10%, 01/07/96               3,400          3,400
Missouri State Health and
 Educational Facilities
 Authority Health
 Facilities
 Revenue Bonds (St. Anthony
 Medical Center)/
 (Mitsubishi Bank SBPA)
 5.60%, 01/07/96                 900            900
St. Charles, Missouri
 Industrial Development
 Authority Variable Rate
 Demand Revenue Refunding
 Bonds (Casalon Apartments
 Project)/ (Citibank LOC)
 5.25%, 01/07/96               3,100          3,100
Washington, Missouri
 Industrial Development
 Authority Revenue
 Bonds (Pauwels
 Transformer Project)/
 (Generale Bank LOC)
 5.40%, 01/07/96               4,000          4,000
                                             ------
                                             34,940
                                             ------
MONTANA--0.4%
Forsyth, Montana Pollution
 Control Financing
 Authority Pollution
 Control Revenue Bonds
 (Portland General Electric
 Coal Stripping Project)
 Series 1983B/ (Swiss Bank
 LOC)
 5.00%, 01/07/96               6,500          6,500
Montana State Health
 Facility Authority Revenue
 Bonds (Health Care Pooled
 Loan Program) Series
 1985A/ (FGIC Insurance &
 Norwest Bank of
 Minnesota SBPA)
 5.15%, 01/07/96               7,195          7,195
                                             ------
                                             13,695
                                             ------
NEVADA--1.6%
Clark County, Nevada Airport
 Improvement Revenue
 Refunding Bonds
 Series 1993A/
 (MBIA Insurance &
 Industrial Bank of
 Japan SBPA)
 5.15%, 01/07/96              55,350         55,350
Clark County, Nevada
 Industrial Development
 Revenue Bonds
 (Cogeneration Project No.
 2)/(Swiss Bank LOC)
 6.15%, 01/07/96               2,700          2,700
                                             ------
                                             58,050
                                             ------
NEW HAMPSHIRE--0.2%
New Hampshire Higher
 Education and Health
 Facilities Authority
 Revenue Bonds (VHA New
 England, Inc.) Series
 1985B/ (AMBAC Insurance &
 FNB Chicago SBPA)
 5.00%, 01/07/96               1,000          1,000
New Hampshire State Housing
 Finance Authority Multi
 Family Housing Revenue
 Bonds (Fairways Project)
 Series 1994-1/ (General
 Electric Capital Corp.
 LOC)
 5.20%, 01/07/96               7,000          7,000
                                             ------
                                              8,000
                                             ------
NEW JERSEY--0.1%
New Jersey Turnpike
 Authority Revenue Bonds
 Series 1991D/
 (FGIC Insurance &
 Societe General LOC)
 4.80%, 01/07/96               3,000          3,000
                                             ------
</TABLE>


F-30
<PAGE>   78
 
SchwabFunds(R)                                                                10
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
NEW MEXICO--0.1%
Albuquerque, New Mexico
 Gross Receipts Lodgers Tax
 Revenue Adjustable Rate
 Tender Revenue Bonds
 Series 1994/ (Canadian
 Imperial Bank of Commerce
 LOC)
 5.15%, 01/07/96             $ 1,300        $ 1,300
Belen, New Mexico
 Industrial Development
 Revenue Bonds
 (Solo Cup, Inc. Project)/
 (Wachovia Bank LOC)
 5.25%, 01/07/96               3,250          3,250
                                             ------
                                              4,550
                                             ------
NEW YORK--3.2%
Babylon, New York Variable
 Rate General Obligation
 Bonds Series B/(Bank of
 Nova Scotia SBPA & AMBAC
 Insurance)
 4.90%, 01/07/96               3,500          3,500
New York City, New York
 General Obligation Bonds
 Series 1993 Subseries
 A-8B/ (Sanwa Bank LOC)
 5.95%, 01/07/96                 715            715
New York City, New York
 General Obligation Bonds
 Series 1994B 
 Subseries B-2/
 (MBIA Insurance &
 Bank Austria AG SBPA)
 5.90%, 01/01/96                 400            400
New York City, New York
 General Obligation Bonds
 Series 1994B 
 Subseries B-3/
 (MBIA Insurance &
 Bank of Nova Scotia SBPA)
 5.90%, 01/01/96               1,000          1,000
New York City, New York
 Housing Development Corp.
 Variable Rate Demand
 Special Obligation Revenue
 Bonds (East 96th Street
 Project) Series 1990A/
 (Mitsubishi Bank LOC)
 5.10%, 01/07/96              11,900         11,900
New York City, New York
 Municipal Water Finance
 Authority Water & Sewer
 System Revenue Bonds
 Series 1994G/
 (FGIC Insurance &
 FGIC SPA)
 5.90%, 01/07/96               9,000          9,000
New York City, New York
 Trust for Cultural
 Resources Revenue Bonds
 (Solomon R. Guggenheim
 Project) Series 1990B/
 (Swiss Bank LOC)
 5.90%, 01/01/96                 100            100
New York City, New York
 Variable Rate General
 Obligation Bonds Series
 1995B Subseries
 B-10/(Union Bank of
 Switzerland LOC)
 5.00%, 01/07/96               7,500          7,500
New York City, New York
 Variable Rate General
 Obligation Bonds Series
 1995B1 Subseries B-8/
 (Mitsubishi Bank LOC)
 5.35%, 01/07/96               2,000          2,000
New York Local Government
 Assistance Corp. Public
 Improvement Revenue Bonds
 Series 1993A/ (Multiple
 Credit Enhancements)
 4.95%, 01/07/96               9,500          9,500
New York Local Government
 Assistance Corp. Public
 Improvement Revenue Bonds
 Series 1994B/ (Credit
 Suisse & Swiss Bank LOC)
 4.95%, 01/07/96               1,000          1,000
New York Local Government
 Assistance Corp. Public
 Improvement Revenue
 Bonds Series 1995F/
 (Toronto-Dominion Bank LOC)
 5.05%, 01/07/96              12,700         12,700
New York Municipal Water
 Finance Authority Water &
 Sewer System Revenue Bonds
 Series 1994C/ (FGIC
 Insurance & FGIC SPA)
 5.90%, 01/01/96               5,500          5,500
New York State Dormitory
 Authority Revenue Bonds
 (Masonic Hall Asylum)/
 (AMBAC Insurance &
 Credit Local de
 France SBPA)
 4.90%, 01/07/96               3,100          3,100
New York State Energy
 Research & Development
 Authority Electric Facilities
 Revenue Bonds (Long
 Island Lighting Co.
 Project) Series 1993A/
 (Toronto-Dominion Bank LOC)
 5.00%, 01/07/96               1,000          1,000
</TABLE>


F-31
<PAGE>   79
 
SchwabFunds(R)                                                                11
- --------------------------------------------------------------------------------
SCHWAB TAX-EXEMPT MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
New York State Energy
 Research & Development
 Authority Pollution
 Control Refunding Revenue
 Bonds (Orange & Rockland
 Utilities, Inc. Project)
 Series 1994A/
 (FGIC Insurance &
 Societe Generale SBPA)
 4.90%, 01/07/96             $10,700       $ 10,700
New York State Energy
 Research & Development
 Authority Pollution Control
 Revenue Bonds (Central
 Hudson Gas & Electric
 Corp. Project) Series 1985A/
 (Morgan Guaranty Trust LOC)
 5.00%, 01/07/96               5,700          5,700
New York State Energy
 Research & Development
 Authority Pollution
 Control Revenue Refunding
 Bonds Series B/(Union Bank
 of Switzerland LOC)
 6.00%, 01/01/96               1,400          1,400
New York State Local
 Government Assistance
 Corp. Variable Rate
 Revenue Bonds Series
 1995G/(National
 Westminster Bank LOC)
 4.90%, 01/07/96              14,000         14,000
Triborough Bridge and
 Tunnel Authority, New York
 Special Obligation Bridge
 Revenue Bonds Series 1994/
 (FGIC Insurance &
 FGIC SPA)
 4.90%, 01/07/96              11,000         11,000
Yonkers, New York Industrial
 Development Authority
 Revenue Bonds
 Consumers Union Facility/
 (AMBAC Insurance &
 Credit Local de France SBPA)
 4.95%, 01/07/96               1,400          1,400
                                            -------
                                            113,115
                                            -------
NORTH CAROLINA--1.7%
Charlotte, North Carolina
 Airport Revenue Refunding
 Bonds Series 1993A/ (MBIA
 Insurance & Industrial
 Bank of Japan SBPA)
 5.15%, 01/07/96               6,400          6,400
Haywood County, North
 Carolina Industrial
 Development Facilities and
 Pollution Control
 Financing Authority
 Revenue Bonds (Solid
 Waste--Champion
 International Corp.)/
 (Bank Austria AG LOC)
 4.95%, 01/07/96               2,200          2,200
North Carolina Medical Care
 Community Hospital Revenue
 Bonds (Pooled Equipment
 Finance Project)/(MBIA
 Insurance &
 Banque Paribas SBPA)
 5.05%, 01/07/96              11,300         11,300
North Carolina Medical Care
 Community Hospital Revenue
 Bonds Adjustable
 Convertible Extendable
 Securities (Pooled
 Financial Project)/ (MBIA
 Insurance & Sakura Bank
 SPA)
 5.05%, 01/07/96               1,810          1,810
North Carolina Medical Care
 Community Hospital Revenue
 Pooled Finance
 Bonds/(Dai-Ichi
 Kangyo Bank LOC)
 5.90%, 01/07/96               5,800          5,800
Wake County, North Carolina
 Industrial Facility and
 Pollution Control
 Financing Authority
 Revenue Bonds (Carolina
 Power & Light)
 Series 1985B/
 (Sumitomo Bank LOC)
 5.50%, 01/07/96               2,900          2,900
Wake County, North Carolina
 Industrial Facility and
 Pollution Control
 Financing Authority
 Revenue Bonds (Carolina
 Power & Light)
 Series 1985C/
 (Sumitomo Bank LOC)
 5.50%, 01/07/96              29,400         29,400
                                             ------
                                             59,810
                                             ------
NORTH DAKOTA--0.2%
Mercer County, North Dakota
 National Rural Utility
 Pollution Control Revenue
 Bonds (Basin Electric
 Power Cooperative Antelope
 Project) Series 1984C/
 (N.R.U.--C.F.C. Guaranty)
 4.65%, 01/07/96               7,150          7,150
                                             ------
OHIO--1.0%
Columbus, Ohio Electric
 System Revenue Bonds
 Series 1984/(Dai-Ichi
 Kangyo Bank LOC)
 3.90%, 01/07/96               6,880          6,880
</TABLE>


F-32
<PAGE>   80
 
SchwabFunds(R)                                                                12
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
Columbus, Ohio General
 Obligation Bonds Series
 1995-1/ (Westdeutsche
 Landesbank LOC)
 4.90%, 01/07/96             $ 6,000        $ 6,000
Dayton, Ohio Special
 Facilities Revenue
 Refunding Bonds (Emery Air
 Freight) Series 1993F/
 (ABN-AMRO Bank LOC)
 5.31%, 01/07/96               8,000          8,000
Ohio Air Quality
 Development Authority
 Revenue Bonds (JMG
 Funding, LP) Series 1994A/
 (Societe Generale LOC)
 5.00%, 01/07/96              12,000         12,000
Ohio Housing Finance Agency
 Multi Family Housing
 Revenue Bonds (Kenwood
 Congregate Retirement
 Community) Series
 1985/(Morgan Guaranty
 Trust LOC)
 3.90%, 01/07/96               2,000          2,000
                                             ------
                                             34,880
                                             ------
OKLAHOMA--0.0%
Tulsa, Oklahoma Industrial
 Development Authority
 Hospital Revenue Bonds
 (Hillcrest Medical Center)
 Series 1988/
 (Mitsubishi Bank LOC)
 5.00%, 01/07/96                 685            685
Tulsa, Oklahoma Industrial
 Development Authority
 Revenue Bonds
 (Thomas & Betts Project)
 Series 1991/ (Wachovia
 Bank LOC)
 5.25%, 01/07/96                 300            300
                                             ------
                                                985
                                             ------
OREGON--1.3%
Medford, Oregon Hospital
 Facility Authority (Rogue
 Valley Manor Project)
 Series 1985/
 (Banque Paribas LOC)
 5.20%, 01/07/96               7,700          7,700
Oregon State Economic
 Development Commission
 Economic and Industrial
 Development Revenue
 Bonds/(Wachovia Bank LOC)
 5.15%, 01/07/96               4,100          4,100
Oregon State General
 Obligation Notes Series
 1973F/ (Mitsubishi Bank
 LOC)
 5.15%, 01/07/96              11,185         11,185
Oregon State General
 Obligation Notes Series
 1973H/ (Bank of Tokyo LOC)
 5.25%, 01/07/96              18,100         18,100
Port of Portland, Oregon
 Industrial Development
 Revenue Bonds (Schnitzer
 Steel Project)/ (Comerica
 Bank LOC)
 5.30%, 01/07/96               5,000          5,000
                                             ------
                                             46,085
                                             ------
PENNSYLVANIA--1.4%
Montgomery County,
 Pennsylvania Industrial
 Development Authority
 Revenue Bonds (Seton
 Medical Supply Co. Project)/
 (Banque Paribas LOC)
 5.25%, 01/07/96               5,500          5,500
Pennsylvania Higher
 Education Assistance
 Agency Student Loan
 Revenue Bonds Series
 1995A/ (SLMA LOC)
 5.25%, 01/07/96              17,000         17,000
Sayre, Pennsylvania Health
 Care Facilities Authority
 (VHA Capital Finance
 Revenue) Series 1985B/
 (AMBAC Insurance & FNB
 Chicago SBPA)
 5.00%, 01/07/96               4,365          4,365
Sayre, Pennsylvania Health
 Care Facilities Authority
 (VHA Capital Finance
 Revenue) Series 1985F/
 (AMBAC Insurance & FNB
 Chicago SBPA)
 5.00%, 01/07/96               4,100          4,100
Sayre, Pennsylvania Health
 Care Facilities Authority
 (VHA Capital Finance
 Revenue) Series 1985J/
 (AMBAC Insurance & FNB
 Chicago SBPA)
 5.00%, 01/07/96               9,800          9,800
Washington County,
 Pennsylvania Authority
 Revenue Bonds Higher
 Education Pooled Equipment
 Lease/ (Sanwa Bank LOC)
 5.35%, 01/07/96               9,400          9,400
                                             ------
                                             50,165
                                             ------
RHODE ISLAND--0.1%
Rhode Island State Student
 Loan Authority Higher
 Education Revenue Bonds
 Series 1995-1/(National
 Westminster Bank LOC)
 5.30%, 01/07/96               2,000          2,000
                                             ------
</TABLE>


F-33
<PAGE>   81
 
SchwabFunds(R)                                                                13
- --------------------------------------------------------------------------------
SCHWAB TAX-EXEMPT MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
SOUTH CAROLINA--0.4%
Greenville County, South
 Carolina Industrial
 Development Revenue Bonds
 (Quality Thermoforming
 Project)/ (South Carolina
 National Bank LOC)
 5.25%, 01/07/96              $1,200        $ 1,200
South Carolina Jobs
 Economic Development
 Authority Hospital
 Facilities Revenue Bonds
 (Baptist Health Care
 System)/ (Credit Local de
 France LOC)
 5.05%, 01/07/96               6,900          6,900
South Carolina Jobs
 Economic Development
 Authority Industrial
 Development Revenue Bonds
 (Ado Corp. Project)/(South
 Carolina National Bank
 LOC)
 5.25%, 01/07/96                 800            800
Spartanburg County, South
 Carolina Industrial
 Development Authority
 Revenue Bonds (Bemis,
 Inc.)/(Wachovia 
 Bank LOC)
 5.15%, 01/07/96               4,750          4,750
                                             ------
                                             13,650
                                             ------
SOUTH DAKOTA--0.3%
Rapid City, South Dakota
 Industrial Development
 Revenue Corp. (Property
 Associates Project)/
 (Lloyds Bank LOC)
 5.15%, 01/07/96               6,025          6,025
South Dakota State Health &
 Educational Facilities
 Authority Revenue Bonds
 (McKenna Hospital) Series
 1994/(MBIA Insurance &
 Banque Paribas SBPA)
 5.20%, 01/07/96               5,000          5,000
                                             ------
                                             11,025
                                             ------
TENNESSEE--0.2%
Metropolitan Nashville and
 Davidson County, Tennessee
 Health and Education
 Facility Board Revenue
 Bonds Series A/
 (FGIC Insurance &
 Barclays Bank LOC)
 5.00%, 01/07/96               1,300          1,300
Metropolitan Nashville and
 Davidson County, Tennessee
 Industrial Development
 Revenue Bonds
 (Multi-Family
 Housing--Western)/
 (Sumitomo Bank LOC)
 5.60%, 01/07/96               7,035          7,035
                                             ------
                                              8,335
                                             ------
TEXAS--7.9%
Amarillo, Texas Health
 Facilities Corp. Hospital
 Revenue Bonds (High Plains
 Baptist Hospital) 
 Series 1985/
 (Banque Paribas LOC)
 5.20%, 01/07/96               9,300          9,300
Bexar County, Texas Health
 Facilities Development
 Corp. Revenue Bonds
 (Chandler Memorial Home
 Project) Series 1995/
 (Bank One LOC)
 5.20%, 01/07/96               5,170          5,170
Capital Industrial
 Development Corp., Texas
 Industrial Development
 Revenue Refunding Bonds
 (National Service
 Industries, Inc. Project)/
 (Wachovia Bank LOC)
 5.15%, 01/07/96               3,950          3,950
Euless, Texas Industrial
 Development Authority
 Revenue Bonds (Ferguson
 Enterprises, Inc.)/
 (Wachovia Bank LOC)
 5.15%, 01/07/96               4,850          4,850
Greater East Texas Higher
 Education Authority
 Student Loan Revenue Bonds
 Series 1988A/ (AMBAC
 Insurance & Citibank SBPA)
 5.25%, 01/07/96              18,300         18,300
Greater East Texas Higher
 Education Authority
 Student Loan Revenue Bonds
 Series 1992A/ (SLMA LOC)
 5.10%, 01/07/96              16,000         16,000
Greater East Texas Higher
 Education Authority
 Student Loan Revenue Bonds
 Series 1993A/ (SLMA LOC)
 5.25%, 01/07/96              48,150         48,150
Greater East Texas Higher
 Education Authority
 Student Loan Revenue Bonds
 Series 1993B-1/ (SLMA LOC)
 5.25%, 01/07/96              11,000         11,000
</TABLE>


F-34
<PAGE>   82
 
SchwabFunds(R)                                                                14
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
Greater East Texas Higher
 Education Authority
 Student Loan Revenue Bonds
 Series 1995B/ (SLMA LOC)
 5.00%, 01/07/96             $30,000        $30,000
Hays, Texas Memorial Health
 Facilities Development
 Corp. Hospital Revenue
 Bonds AHS/Sunbelt (Central
 Texas Medical Center
 Project) Series 1990A/
 (Swiss Bank LOC)
 5.10%, 01/07/96               9,000          9,000
Hays, Texas Memorial Health
 Facilities Development
 Corp. Hospital Revenue
 Bonds AHS/Sunbelt (Central
 Texas Medical Center
 Project) Series 1990B/
 (Swiss Bank LOC)
 5.10%, 01/07/96              16,300         16,300
Lavaca-Navidad River
 Authority, Texas Water
 Supply System Contract
 Revenue Bonds (Formosa
 Plastics Corp. Project)/
 (Canadian Imperial Bank of
 Commerce LOC)
 5.30%, 01/07/96               9,900          9,900
Lower Neches Valley
 Authority, Texas
 Industrial Development
 Corp. Pollution Control
 Revenue Bonds (Mobil Corp.
 Neches River Treatment
 Project) Series 1994
 5.00%, 01/07/96              12,000         12,000
Midlothian, Texas
 Industrial Development
 Corp. Pollution Control
 Revenue Bonds (Box-Crow
 Co. Project)/(Union Bank
 of Switzerland LOC)
 5.80%, 01/07/96               1,400          1,400
Panhandle Plains, Texas
 Higher Education
 Authority, Inc. Student
 Loan Revenue Bonds Series
 1992A/ (SLMA LOC)
 5.20%, 01/07/96               2,300          2,300
Panhandle Plains, Texas
 Higher Education
 Authority, Inc. Student
 Loan Revenue Bonds Series
 1995A/ (SLMA LOC)
 5.20%, 01/07/96              10,400         10,400
Port Authority of Corpus
 Christi, Texas Nueces
 County Marine Terminal
 Revenue Bonds (Reynolds
 Metals Co.)/ (Barclays
 Bank LOC)
 5.25%, 01/07/96               3,100          3,100
Robertson County, Texas
 Industrial Development
 Corp. Variable Rate
 Revenue Bonds (Sanderson
 Farms Project) Series
 1995/ (Harris Trust &
 Savings Bank LOC)
 5.20%, 01/07/96               4,300          4,300
Texas Health Facilities
 Development Corp.
 Adjustable Convertible
 Extendable Securities
 Revenue Bonds (North Texas
 Pooled Health) Series
 1985B/ (Banque Paribas
 LOC)
 5.05%, 01/07/96              11,000         11,000
Texas Small Business
 Industrial Development
 Corp. Revenue Bonds
 (Texas Public
 Facility Capital Access)/
 (Multiple Credit
 Enhancements)
 5.20%, 01/07/96              41,795         41,795
Texas State Revenue
 Refunding Bonds (Veterans
 Housing Assistance Fund)
 Series 1995
 5.05%, 01/07/96              13,000         13,000
Trinity River Authority,
 Texas Pollution Control
 Revenue Bonds (Lafarge
 Corp. Project)/(Banque
 Nationale de Paris LOC)
 5.20%, 01/07/96               3,100          3,100
                                            -------
                                            284,315
                                            -------
VERMONT--0.1%
Vermont Education and
 Health Buildings Financing
 Agency Revenue Bonds (VHA
 New England) Series 1985G/
 (AMBAC Insurance &
 FNB Chicago SBPA)
 5.00%, 01/07/96               4,240          4,240
                                            -------
</TABLE>


F-35
<PAGE>   83
 
SchwabFunds(R)                                                                15
- --------------------------------------------------------------------------------
SCHWAB TAX-EXEMPT MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
VIRGINIA--0.4%
Lynchburg, Virginia
 Industrial Development
 Authority Hospital
 Facility Revenue Bonds
 (First Mortgage VHA
 Mid-Atlantic States, Inc.)
 Series 1985A/ (AMBAC
 Insurance & Mellon Bank
 SBPA)
 5.00%, 01/07/96              $  500         $  500
Lynchburg, Virginia
 Industrial Development
 Authority Hospital
 Facility Revenue Bonds
 (First Mortgage VHA
 Mid-Atlantic States, Inc.)
 Series 1985B/ (AMBAC
 Insurance & Mellon Bank
 SBPA)
 5.00%, 01/07/96                 400            400
Lynchburg, Virginia
 Industrial Development
 Authority Hospital
 Facility Revenue Bonds
 (First Mortgage VHA
 Mid-Atlantic States, Inc.)
 Series 1985C/ (AMBAC
 Insurance & Mellon Bank
 SBPA)
 5.00%, 01/07/96                 600            600
Lynchburg, Virginia
 Industrial Development
 Authority Hospital
 Facility Revenue Bonds
 (First Mortgage VHA
 Mid-Atlantic States, Inc.)
 Series 1985F/ (AMBAC
 Insurance & Mellon Bank
 SBPA)
 5.00%, 01/07/96               5,600          5,600
Lynchburg, Virginia
 Industrial Development
 Authority Hospital
 Facility Revenue Bonds
 (First Mortgage VHA
 Mid-Atlantic States, Inc.)
 Series 1985G/ (AMBAC
 Insurance & Mellon Bank
 SBPA)
 5.00%, 01/07/96               8,100          8,100
                                             ------
                                             15,200
                                             ------
WASHINGTON--1.0%
Snohomish County,
 Washington Public
 Utilities District #1
 Electric Revenue Bonds
 (Generation Systems)/
 (MBIA Insurance &
 Industrial Bank of Japan
 SBPA)
 5.15%, 01/07/96              20,000         20,000
Washington State Health
 Care Facilities Authority
 Revenue Refunding Bonds
 (Sisters of St. Joseph of
 Peace) Series 1993/ (MBIA
 Insurance & U.S. Bank of
 Washington SBPA)
 5.20%, 01/07/96              12,700         12,700
Washington State Housing
 Finance Commission Multi
 Family Mortgage Revenue
 Bonds (Canyon Lake) 
 Series 1993A/
 (U.S. Bank of
 Washington LOC)
 5.40%, 01/07/96               4,565          4,565
                                             ------
                                             37,265
                                             ------
WEST VIRGINIA--0.3%
West Virginia State
 Hospital Finance Authority
 Hospital Revenue Bonds
 (St. Joseph's Hospital
 Project) Series 1987/
 (Mitsubishi Bank LOC)
 5.20%, 01/07/96               2,200          2,200
West Virginia State
 Hospital Finance Authority
 Hospital Revenue 
 Bonds (VHA
 Mid Atlantic States, Inc.)
 Series 1985H/
 (AMBAC Insurance &
 FNB Chicago SBPA)
 5.00%, 01/07/96               8,600          8,600
                                             ------
                                             10,800
                                             ------
WISCONSIN--0.8%
Chilton, Wisconsin
 Industrial Development
 Revenue Refunding Bonds
 (Kaytee Products, Inc.
 Project) Series 1995/(Bank
 One Milwaukee LOC)
 5.35%, 01/07/96               1,865          1,865
Fairwater, Wisconsin
 Industrial Development
 Revenue Bonds (Dean Foods
 Co. Project) Series 1990/
 (Wachovia Bank LOC)
 5.15%, 01/07/96               1,450          1,450
Lac Du Flambeau Band of
 Lake Superior Chippewa
 Indians, Wisconsin Special
 Obligation Bonds (Simpson
 Electric) Series 1985/
 (Barclays Bank LOC)
 5.25%, 01/07/96               6,300          6,300
</TABLE>


F-36
<PAGE>   84
 
SchwabFunds(R)                                                                16
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
Milwaukee, Wisconsin
 Redevelopment Authority
 Industrial Development
 Revenue Bonds (Field
 Container Corp. LP) 
 Series 1994/
 (Northern Trust LOC)
 5.40%, 01/07/96             $ 5,000      $   5,000
Sheboygan, Wisconsin
 Pollution Control
 Financing Authority
 Pollution Control Revenue
 Bonds (Wisconsin Power &
 Light Co.)
 5.25%, 01/07/96               1,000          1,000
Wisconsin State Health and
 Education Facilities
 Authority Revenue Bonds
 (Sinai Samaritan) Series
 1994A/(Marshall & Ilsley
 Bank LOC)
 5.20%, 01/07/96              13,755         13,755
                                          ---------
                                             29,370
                                          ---------
TOTAL VARIABLE RATE OBLIGATIONS
 (Cost $2,072,441)                        2,072,441
                                          ---------
VARIABLE RATE TENDER
 OPTION BONDS--2.5%(a)
GEORGIA--0.6%
Georgia State Public
 Improvement General
 Obligation Tender Option
 Bonds Series 1995B
 (Citi-157)/
 (Citibank Tender Option)
 5.25%, 01/07/96              16,000         16,000
Metropolitan Atlanta Rapid
 Transit Authority, Georgia
 Sales Tax Revenue
 Tender Option Bonds
 Series M (BT-69)/
 (AMBAC Insurance & Bankers
 Trust Tender Option)
 4.44%, 01/07/96               5,280          5,280
                                          ---------
                                             21,280
                                          ---------
NEVADA--0.7%
Nevada State General
 Obligation Tender Option
 Bonds (Colorado River
 Community) Series 1994
 (Citi-143)/
 (Citibank Tender Option)
 5.30%, 01/07/96              25,000         25,000
                                          ---------
TEXAS--0.3%
Harris County, Texas Toll
 Road Sub-Lien Highway
 Tender Option Bonds
 (Citi-138)/
 (Citibank Tender Option)
 5.30%, 01/07/96               7,000          7,000
Harris County, Texas Toll
 Road Sub-Lien Highway
 Tender Option Bonds
 (Citi-139)/
 (Citibank Tender Option)
 5.30%, 01/07/96               5,000          5,000
                                            -------
                                             12,000
                                            -------
WASHINGTON--0.9%
King County, Washington
 Limited Tax General
 Obligation Water & Sewer
 Tender Option Bonds Series
 1994A (Citi-136)/
 (Citibank Tender Option)
 5.30%, 01/07/96              15,570         15,570
King County, Washington
 Limited Tax General
 Obligation Water & Sewer
 Tender Option Bonds Series
 1994A (Citi-137)/
 (Citibank Tender Option)
 5.30%, 01/07/96              10,000         10,000
Washington State Public
 Power Supply System
 Nuclear Project Number 2
 Revenue Tender Option
 Bonds Series 1990C
 (Citi-145)/
 (FGIC Insurance, Escrowed
 to Maturity with
 Government Securities &
 Citibank Tender Option)
 5.30%, 01/07/96               5,000          5,000
                                            -------
                                             30,570
                                            -------
TOTAL VARIABLE RATE TENDER OPTION
 BONDS (Cost $88,850)                        88,850
                                            -------
VARIABLE RATE TENDER
 OPTION BOND
 PARTNERSHIPS--3.9%(a)(c)
CONNECTICUT--0.2%
Connecticut State General
 Obligation General Purpose
 Public Improvement Tender
 Option Bond Partnership
 Series 1991A (BTP-151)/
 (Bankers Trust Tender
 Option)
 5.20%, 01/07/96               7,365          7,365
                                            -------
GEORGIA--0.4%
Georgia State Public
 Improvement General
 Obligation Tender Option
 Bond Partnership Series
 1993B & 1993C
 (BTP-135)/(Bankers Trust
 Tender Option)
 5.20%, 01/07/96               3,865          3,865
</TABLE>


F-37
<PAGE>   85
 
SchwabFunds(R)                                                                17
- --------------------------------------------------------------------------------
SCHWAB TAX-EXEMPT MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
Georgia State Public
 Improvement General
 Obligation Tender Option
 Bond Partnership Series
 1993B & 1993C
 (BTP-140)/(Bankers Trust
 Tender Option)
 5.20%, 01/07/96              $4,575        $ 4,575
Georgia State Public
 Improvement General
 Obligation Tender Option
 Bond Partnership Series
 1994B (BTP-148)/ (Bankers
 Trust Tender Option)
 5.20%, 01/07/96               7,100          7,100
                                             ------
                                             15,540
                                             ------
ILLINOIS--0.4%
Chicago, Illinois
 Metropolitan Water
 Reclamation District
 Greater Chicago General
 Obligation Tender Option
 Bond Partnership
 (Cook County) (BTP-71)/
 (Automated Data
 Processing, Inc. Tender
 Option)
 4.99%, 01/07/96               9,870          9,870
Chicago, Illinois School
 Finance Authority General
 Obligation School Finance
 Tender Option Bond
 Partnership (BTP-70)/
 (MBIA Insurance &
 Automated Data Processing,
 Inc. Tender Option)
 4.66%, 01/07/96               5,365          5,365
                                             ------
                                             15,235
                                             ------
MARYLAND--0.1%
Baltimore County, Maryland
 General Obligation
 Consolidated Public
 Improvement Tender Option
 Bond Partnership Series
 1991 (BTP-132)/ 
 (Bankers Trust
 Tender Option &
 Escrowed to Maturity with
 Government Securities)
 5.20%, 01/07/96               3,621          3,621
                                             ------
MINNESOTA--0.1%
Minnesota State Various
 Purpose Sports Health Club
 Tax Tender Option Bond
 Partnership
 (BTP-65)/(Automated Data
 Processing, Inc. Tender
 Option & Escrowed to 
 Maturity with
 Government Securities)
 4.28%, 01/07/96               4,455          4,455
                                             ------
SOUTH CAROLINA--0.2%
South Carolina State
 Capital Improvement
 Revenue Refunding Tender
 Option Bond Partnership
 (BTP-147)/(Bankers Trust
 Tender Option)
 5.20%, 01/07/96               5,370          5,370
                                             ------
TEXAS--1.0%
Regents of the University
 of Texas Permanent
 University Fund Revenue
 Tender Option Bond
 Partnership Series 1992A
 (BTP-143)/ (Permanent
 University
 Fund Guaranty,
 Bankers Trust
 Tender Option &
 Escrowed to Maturity with
 Government Securities)
 5.20%, 01/07/96              10,685         10,685
Texas State General
 Obligation General Purpose
 Public Improvement Tender
 Option Bond Partnership
 Series 1993B/(BTP-116)
 (Bankers Trust Tender
 Option)
 4.69%, 01/07/96              10,170         10,170
Texas State Public Finance
 Authority General
 Obligation Tender Option
 Bond Partnership Series
 1994 (BTP-127)/ (Bankers
 Trust Tender Option)
 5.20%, 01/07/96              14,980         14,980
                                             ------
                                             35,835
                                             ------
VIRGINIA--0.4%
Chesterfield County,
 Virginia General
 Obligation Public
 Improvement and Refunding
 Tender Option Bond
 Partnership Series 1991
 (BTP-136)/ (Bankers Trust
 Tender Option)
 5.20%, 01/07/96               6,025          6,025
Fairfax County, Virginia
 Public Improvement General
 Obligation Tender Option
 Bond Partnership Series
 1991A (BTP-131)/ (Bankers
 Trust Tender Option)
 5.20%, 01/07/96               7,146          7,146
                                             ------
                                             13,171
                                             ------
</TABLE>


F-38
<PAGE>   86
 
SchwabFunds(R)                                                                18
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
WASHINGTON--0.7%
King County, Washington
 Unlimited Tax General
 Obligation Tender Option
 Bond Partnership Series
 1993C (BTP-56)/ (Automated
 Data Processing, Inc.
 Tender Option)
 4.15%, 01/07/96              $6,365        $ 6,365
Washington State General
 Obligation Tender Option
 Bond Partnership Series
 1990 (BTP-152)/ (Bankers
 Trust Tender Option)
 5.20%, 01/07/96               5,655          5,655
Washington State Public
 Power Supply System
 Nuclear Project Number 2
 Revenue Refunding Tender
 Option Bond Partnership
 Series 1990C (BTP-130)/
 (Bankers Trust Tender
 Option)
 5.25%, 01/07/96               5,740          5,740
Washington State Public
 Power Supply System
 Nuclear Project Number 2
 Revenue Refunding Tender
 Option Bond Partnership
 Series 1993B (BTP-137)/
 (Bankers Trust Tender
 Option)
 5.25%, 01/07/96               6,685          6,685
                                            -------
                                             24,445
                                            -------
WISCONSIN--0.4%
Wisconsin State Public
 Improvement General
 Obligation Tender Option
 Bond Partnership
 (BTP-62)/(Automated Data
 Processing, Inc. 
 Tender Option &
 Escrowed to Maturity with
 Government Securities)
 4.25%, 01/07/96               4,500          4,500
Wisconsin State Public
 Improvement General
 Obligation Tender Option
 Bond Partnership Series
 1992A (BTP-142)/ 
 (Bankers Trust
 Tender Option &
 Escrowed to Maturity with
 Government Securities)
 5.20%, 01/07/96               9,480          9,480
                                            -------
                                             13,980
                                            -------
TOTAL VARIABLE RATE TENDER OPTION
 BOND PARTNERSHIPS (Cost $139,017)          139,017
                                            -------
CERTIFICATES OF PARTICIPATION--2.1%(b)
CALIFORNIA--2.1%
San Jose, California
 Certificates of Participation
 (Convention Center Project)/
 (Escrowed to Maturity with
 Government Securities)
 3.73%, 09/01/96              72,315         75,662
                                            -------
TOTAL CERTIFICATES OF PARTICIPATION
 (Cost $75,662)                              75,662
                                            -------
GENERAL OBLIGATIONS--4.5%(b)
ALASKA--0.3%
Anchorage, Alaska Unlimited
 General Obligation Bonds
 Series 1986/
 (FGIC Insurance &
 Escrowed to Maturity with
 Government Securities)
 3.72%, 06/01/96               8,600          8,924
Valdez, Alaska Unlimited
 General Obligation Bonds
 Series 1990/ (MBIA
 Insurance)
 3.70%, 01/01/97               1,000          1,028
                                             ------
                                              9,952
                                             ------
ARKANSAS--0.1%
Arkansas State Unlimited
 General Obligation Bonds
 (College Savings)
 3.32%, 06/01/96               1,975          1,977
                                             ------
CONNECTICUT--0.0%
Connecticut State General
 Obligation Bonds Series
 1992B
 5.20%, 05/15/96               1,000          1,004
                                             ------
DELAWARE--0.1%
Delaware State General
 Obligation Bonds Series
 1994A
 3.47%, 03/01/96               2,240          2,243
Delaware State General
 Obligation Bonds Series B/
 (Escrowed to Maturity with
 Government Securities)
 3.65%, 07/01/96               3,000          3,108
                                             ------
                                              5,351
                                             ------
FLORIDA--0.2%
Dade County, Florida School
 District General
 Obligation Bonds/(MBIA
 Insurance)
 3.70%, 08/01/96               5,450          5,548
Florida State Board of
 Education Capital Outlay
 General Obligation Bonds
 3.65%, 06/01/96               2,000          2,012
                                             ------
                                              7,560
                                             ------
</TABLE>


F-39
<PAGE>   87
 
SchwabFunds(R)                                                                19
- --------------------------------------------------------------------------------
SCHWAB TAX-EXEMPT MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
GEORGIA--0.3%
Chatham County, Georgia
 School District Unlimited
 General Obligation Bonds
 Series 1995B/ (FGIC
 Insurance)
 3.65%, 08/01/96             $ 1,160        $ 1,170
Clayton County, Georgia
 School District Unlimited
 General Obligation Bonds/
 (Escrowed to Maturity with
 Government Securities)
 3.70%, 10/01/96               1,335          1,370
Gwinnett County, Georgia
 School District General
 Obligation Bonds Series
 1995A
 3.78%, 02/01/96               7,035          7,043
                                             ------
                                              9,583
                                             ------
HAWAII--0.1%
Honolulu, Hawaii City and
 County Refunding and
 Improvement General
 Obligation Bonds Series
 1993B
 3.65%, 10/01/96               2,000          2,004
                                             ------
ILLINOIS--0.0%
Du Page, Illinois Water
 Commission General
 Obligation Bonds/
 (Escrowed to Maturity with
 Government Securities)
 3.70%, 03/01/96               1,000          1,026
                                             ------
KANSAS--0.7%
Wichita, Kansas General
 Obligation Bonds Renewal
 and Improvement Temporary
 Notes Series 186
 3.65%, 02/29/96              24,600         24,614
                                             ------
MASSACHUSETTS--0.3%
Massachusetts State
 Dedicated Income Tax
 Unlimited Tax General
 Obligation Bonds Series
 1990A/ (FGIC Insurance)
 4.30%, 06/01/96               5,000          5,059
Massachusetts State General
 Obligation Bonds Series
 1986/(Escrowed to 
 Maturity with
 Government Securities)
 3.72%, 10/01/96               3,170          3,310
Massachusetts State General
 Obligation Bonds Series
 1990A/ (MBIA Insurance)
 3.63%, 06/01/96               3,000          3,044
                                             ------
                                             11,413
                                             ------
MINNESOTA--0.6%
Minneapolis, Minnesota
 Special School District
 General Obligation Bonds
 3.73%, 02/01/96               5,500          5,506
Minnesota State General
 Obligation Bonds/
 (Escrowed to Maturity with
 Government Securities)
 3.89%, 08/01/96               9,500          9,668
Minnesota State General
 Obligation Bonds Series
 1995
 3.70%, 08/01/96               5,400          5,455
Minnesota State Unlimited
 General Obligation Bonds
 Series 1993
 3.70%, 08/01/96               1,000          1,007
                                             ------
                                             21,636
                                             ------
NEW MEXICO--0.1%
Albuquerque, New Mexico
 Municipal School District
 Number 12 General
 Obligation Bonds
 3.60%, 08/01/96               1,700          1,705
New Mexico State Capital
 Projects General
 Obligation Bonds
 3.75%, 08/01/96               2,000          2,000
                                             ------
                                              3,705
                                             ------
OHIO--0.1%
Columbus, Ohio Limited Tax
 General Obligation Bonds
 Series 1993A
 3.40%, 07/01/96               4,945          4,951
                                             ------
SOUTH CAROLINA--0.2%
South Carolina State
 Capital Improvement
 General Obligation Bonds
 Series 1995B-1
 3.70%, 08/01/96               6,400          6,474
                                             ------
TENNESSEE--0.0%
Tennessee State General
 Obligation Bonds Series
 1995A
 4.25%, 03/01/96               1,000          1,001
                                             ------
TEXAS--0.3%
Amarillo, Texas Independent
 School District Unlimited
 General Obligation Bonds/
 (Escrowed to Maturity with
 Government Securities)
 3.72%, 08/01/96               1,000          1,027
Dallas County, Texas
 Hospital District
 Refunding General
 Obligation Bonds
 4.05%, 02/15/96               1,500          1,502
</TABLE>


F-40
<PAGE>   88
 
SchwabFunds(R)                                                                20
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
Dallas, Texas Equipment
 Acquisition Contractual
 Obligation General
 Obligation Bonds
 3.73%, 02/15/96             $ 3,405        $ 3,407
Dallas, Texas Limited
 General Obligation Bonds
 Series 1995
 3.75%, 02/15/96               2,750          2,757
Houston, Texas General
 Obligation Bonds Series C
 3.73%, 04/01/96               1,430          1,436
Tarrant County, Texas
 Limited General Obligation
 Bonds
 3.68%, 07/15/96               1,000          1,029
                                             ------
                                             11,158
                                             ------
VIRGINIA--0.1%
Fairfax County, Virginia
 Unlimited General
 Obligation Bonds 
 Series 1989A/
 (Escrowed to Maturity with
 Government Securities)
 3.50%, 06/01/96               1,000          1,028
Fairfax County, Virginia
 Unlimited General
 Obligation Bonds
 Series 1989B/
 (Escrowed to Maturity with
 Government Securities)
 3.75%, 11/01/96               1,320          1,359
                                             ------
                                              2,387
                                             ------
WASHINGTON--0.8%
Washington State
 General Obligation Bonds
 Series 1986D/
 (Escrowed to Maturity with
 Government Securities)
 3.85%, 09/01/96              13,200         13,554
Washington State
 General Obligation Bonds
 Series 1990A
 3.60%, 02/01/96               2,000          2,004
Washington State
 General Obligation Bonds
 Series R-1992-C
 3.70%, 09/01/96               1,850          1,863
Washington State
 Motor Vehicles Fuel Tax
 Series 1995B
 3.68%, 06/01/96               1,495          1,503
Washington State
 Motor Vehicles Fuel Tax
 Unlimited General
 Obligation Bonds Series
 1986E/(Escrowed to 
 Maturity with
 Government Securities)
 3.65%, 09/01/96               1,000          1,028
Washington State
 Unlimited General
 Obligation Bonds Series
 R-1994-A
 3.60%, 08/01/96               4,000          4,002
Washington State
 Unlimited General
 Obligation Bonds Series
 R-1996-B
 3.62%, 04/01/96               4,005          4,008
                                            -------
                                             27,962
                                            -------
WISCONSIN--0.2%
Milwaukee, Wisconsin
 Metropolitan Sewer
 District Unlimited Tax
 General Obligation Bonds
 Series 1987A
 3.70%, 09/01/96               1,000          1,011
Milwaukee, Wisconsin
 Public Improvement
 Unlimited General
 Obligation Bonds Series
 1995CA
 3.28%, 06/15/96               1,000          1,004
Wisconsin State
 General Obligation Bonds
 Series 1995A
 3.65%, 05/01/96               2,410          2,432
Wisconsin State
 Unlimited General
 Obligation Bonds Series
 1992
 3.70%, 05/01/96               3,000          3,012
                                            -------
                                              7,459
                                            -------
TOTAL GENERAL OBLIGATIONS
 (Cost $161,217)                            161,217
                                            -------
MANDATORY PUT BONDS--3.1%(b)
CALIFORNIA--0.5%
California Higher
 Educational
 Loan Authority, Inc.
 Student Loan Revenue Bonds
 Series 1992B/ (SLMA LOC)
 3.90%, 07/01/96               5,000          5,000
California Higher
 Educational
 Loan Authority, Inc.
 Student Loan Revenue Bonds
 Series 1995E-5/ (SLMA LOC)
 4.25%, 06/01/96              11,700         11,700
                                            -------
                                             16,700
                                            -------
FLORIDA--0.1%
Orange County, Florida
 Industrial Development
 Authority Revenue Bonds
 (General Accident
 Insurance Co.
 of America Project)
 4.28%, 06/01/96               3,500          3,500
                                            -------
</TABLE>


F-41
<PAGE>   89
 
SchwabFunds(R)                                                                21
- --------------------------------------------------------------------------------
SCHWAB TAX-EXEMPT MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
ILLINOIS--0.6%
Chicago, Illinois
 General Obligation Tender
 Notes
 3.65%, 05/01/96             $22,600       $ 22,600
                                           --------
INDIANA--0.2%
Indiana State Housing
 Finance Authority Single
 Family Mortgage Housing
 Revenue Bonds Series 1994C
 4.00%, 07/01/96               3,500          3,500
Indiana State Housing
 Finance Authority Single
 Family Mortgage Housing
 Revenue Bonds Series 1994D
 3.90%, 07/01/96               4,700          4,700
                                            -------
                                              8,200
                                            -------
KENTUCKY--0.1%
Calvert City, Kentucky
 Industrial Development
 Revenue Refunding Bonds
 (SKW Alloys, Inc. Lease
 Rent) Series 87/
 (Bayerische Vereinsbank
 LOC)
 4.00%, 04/01/96               2,220          2,220
                                            -------
OREGON--0.3%
Klamath Falls, Oregon
 Electric Revenue Bonds
 (Salt Caves Hydro
 Electric) Series 1986E/
 (Escrowed to Maturity with
 Government Securities)
 4.40%, 05/01/96              10,000         10,000
                                            -------
TEXAS--0.8%
Greater East Texas
 Higher Education Student
 Loan Authority Student
 Loan Revenue Bonds
 Series 1992B/ (SLMA LOC)
 3.90%, 07/01/96              14,000         14,000
Greater East Texas
 Higher Education Student
 Loan Authority Student
 Loan Revenue Bonds Series
 1993B-2/ (SLMA LOC)
 4.10%, 06/01/96               6,500          6,500
Greater East Texas
 Higher Education Student
 Loan Authority Student
 Loan Revenue Bonds Series
 1995B/ (SLMA LOC)
 3.90%, 07/01/96              10,000         10,000
                                            -------
                                             30,500
                                            -------
VIRGINIA--0.3%
Harrisonburg, Virginia
 Redevelopment and Housing
 Authority
 Multi Family Housing
 Revenue Bonds
 (Rolling Brook
 Village Apts.)
 Series 1985A/
 (Guardian Savings &
 Loan Assoc. LOC)
 5.10%, 02/01/96              10,000         10,000
                                            -------
WASHINGTON--0.2%
Washington State Housing
 Finance Committee
 Adjustable Single Family
 Mandatory Put Bonds Series
 1995-1A-S
 4.10%, 06/01/96               5,785          5,785
                                            -------
TOTAL MANDATORY PUT BONDS (Cost
 $109,505)                                  109,505
                                            -------
OPTIONAL PUT BONDS--2.3%(b)
IDAHO--0.3%
Custer County, Idaho
 Pollution Control
 Revenue Bonds
 (Amoco Project)
 Series 1983
 3.80%, 04/01/96              11,500         11,500
                                            -------
MISSOURI--1.7%
Missouri State
 Environmental
 Improvement and Energy
 Resources Authority
 Pollution Control
 Revenue Bonds
 (Union Electric Co.)
 Series 1985A/ (Swiss Bank
 LOC)
 4.00%, 06/01/96              31,000         31,000
Missouri State
 Environmental
 Improvement and Energy
 Resources Authority
 Pollution Control
 Revenue Bonds
 (Union Electric Co.)
 Series 1985B/
 (Union Bank of
 Switzerland LOC)
 4.00%, 06/01/96              28,500         28,500
                                            -------
                                             59,500
                                            -------
NEW HAMPSHIRE--0.1%
New Hampshire Higher
 Education and Health
 Facilities Authority
 Revenue Bonds (Dartmouth
 College) Series 1985A-G
 4.10%, 06/01/96               3,000          3,000
                                            -------
</TABLE>


F-42
<PAGE>   90
 
SchwabFunds(R)                                                                22
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
TEXAS--0.1%
Yoakum County, Texas
 Industrial Development
 Authority Pollution
 Control Revenue Bonds
 (Amoco Project)
 3.75%, 05/01/96             $ 5,265        $ 5,265
                                            -------
WYOMING--0.1%
Carbon County, Wyoming
 Pollution Control Revenue
 Bonds (Amoco Project)
 Series 1985
 3.75%, 05/01/96               4,800          4,800
                                            -------
TOTAL OPTIONAL PUT BONDS (Cost
 $84,065)                                    84,065
                                            -------
REVENUE ANTICIPATION NOTES--0.6%(b)
ILLINOIS--0.4%
Illinois State Revenue
 Anticipation Notes Series
 1995-April, 1996
 3.70%, 04/12/96              15,000         15,033
                                            -------
OHIO--0.1%
Cleveland, Ohio City
 School District Special
 Obligation Revenue
 Anticipation Notes/ (AMBAC
 Insurance)
 3.60%, 06/01/96               3,000          3,007
                                            -------
WISCONSIN--0.1%
Milwaukee, Wisconsin
 Revenue Anticipation
 Notes Series A
 4.20%, 02/22/96               5,000          5,009
                                            -------
TOTAL REVENUE ANTICIPATION NOTES
 (Cost $23,049)                              23,049
                                            -------
REVENUE BONDS--4.0%(b)
ALASKA--0.3%
Anchorage, Alaska Electric
 Utilities Revenue Bonds
 (Secondary Lien) Series
 1986A/ (MBIA Insurance &
 Escrowed to Maturity with
 Government Securities)
 3.70%, 06/01/96               8,770          9,083
                                            -------
ARIZONA--0.5%
Arizona State
 Transportation
 Board Excise Tax Revenue
 Bonds (Maricopa County
 Regulatory Area) Series A/
 (AMBAC Insurance)
 3.80%, 07/01/96              12,910         12,953
Arizona State
 Transportation
 Board Excise Tax Revenue
 Bonds (Maricopa County
 Regulatory Area) Series B/
 (AMBAC Insurance)
 3.80%, 07/01/96               2,470          2,478
Arizona State University
 Revenue Bonds Series 1988/
 (AMBAC Insurance &
 Escrowed to Maturity with
 Government Securities)
 3.80%, 07/01/96               1,795          1,860
                                            -------
                                             17,291
                                            -------
CALIFORNIA--0.2%
Los Angeles County,
 California Transportation
 Commission Sales Tax
 Revenue Refunding Bonds
 Series A/(Escrowed to 
 Maturity with
 Government Securities)
 3.65%, 07/01/96               1,000          1,039
Southern California Public
 Power Authority
 Transmission Revenue Bonds
 (Southern Transmission
 Project)/ (Escrowed to
 Maturity with Government
 Securities)
 3.80%, 07/01/96               5,015          5,262
                                            -------
                                              6,301
                                            -------
FLORIDA--0.1%
Florida State Municipal
 Power Agency Revenue
 Refunding Bonds (St. Lucie
 Project)/ (Escrowed to
 Maturity with Government
 Securities)
 3.65%, 10/01/96               1,000          1,044
Jacksonville, Florida
 Electric Authority Revenue
 Bonds Series 1988-3A/
 (Escrowed to Maturity with
 Government Securities)
 3.73%, 10/01/96               2,030          2,118
                                            -------
                                              3,162
                                            -------
HAWAII--0.1%
Hawaii State Department
 of Budget and Finance
 Special Purpose Mortgage
 Revenue Bonds (Kapiolani
 Medical Center for
 Women and Children)/
 (Escrowed to Maturity with
 Government Securities)
 3.73%, 07/01/96               3,900          4,051
                                            -------
</TABLE>


F-43
<PAGE>   91
 
SchwabFunds(R)                                                                23
- --------------------------------------------------------------------------------
SCHWAB TAX-EXEMPT MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
ILLINOIS--0.2%
Chicago, Illinois
 Waterworks Revenue
 Refunding Bonds/ (Escrowed
 to Maturity with
 Government Securities)
 3.65%, 11/01/96              $1,000        $ 1,037
Illinois State Sales
 Tax Revenue Bonds Series
 1986B/(Escrowed to 
 Maturity with
 Government Securities)
 4.00%, 06/15/96               5,500          5,698
Illinois State Toll
 Highway Authority
 Priority Revenue Bonds/
 (Escrowed to Maturity with
 Government Securities)
 4.00%, 01/01/96               1,000          1,020
                                             ------
                                              7,755
                                             ------
INDIANA--0.1%
Purdue University,
 Indiana University Student
 Fee Revenue Bonds Series
 1993J
 3.65%, 07/01/96               4,800          4,812
                                             ------
KENTUCKY--0.3%
Kentucky State Turnpike
 Authority Economic
 Development Road Revenue
 Bonds Series 1986A/
 (Escrowed to Maturity with
 Government Securities)
 3.65%, 07/01/96               1,000          1,040
 3.70%, 07/01/96               1,350          1,402
 3.80%, 07/01/96               8,600          8,923
                                             ------
                                             11,365
                                             ------
MARYLAND--0.1%
Maryland Department
 of Transportation
 Consolidated
 Transportation Revenue
 Refunding Bonds Series
 1991
 3.80%, 09/01/96               1,200          1,215
Washington, Maryland
 Suburban Sanitation
 District (Maryland Sewer
 Disposal) Revenue Bonds
 3.65%, 06/01/96                 600            609
                                             ------
                                              1,824
                                             ------
MINNESOTA--0.1%
Southern Minnesota
 Municipal Power Agency
 Power Supply System
 Revenue Bonds/
 (MBIA Insurance &
 Escrowed to Maturity with
 Government Securities)
 3.44%, 01/01/96               1,000          1,020
University of Minnesota
 Refunding Revenue Bonds
 Series A/
 (Escrowed to Maturity with
 Government Securities)
 3.50%, 02/01/96               3,925          4,017
                                              -----
                                              5,037
                                              -----
NEW MEXICO--0.2%
New Mexico State
 Severence Tax Revenue
 Bonds Series 1995B
 3.80%, 07/01/96               3,110          3,136
New Mexico State
 Severence Tax Revenue
 Refunding Bonds Series
 1992B (d)
 3.50%, 07/01/96               1,000          1,008
Santa Fe, New Mexico
 Single Family Mortgage
 Revenue Bonds (FNMA/GNMA
 Mortgage Backed Securities
 Project) Series 1995B/
 (FGIC Insurance)
 4.00%, 11/15/96               3,000          3,000
                                              -----
                                              7,144
                                              -----
NEW YORK--0.2%
Metropolitan Transportation
 Authority, New York
 Revenue Bonds Series
 1986F/(Escrowed to 
 Maturity with
 Government Securities)
 3.70%, 07/01/96               8,445          8,799
                                              -----
NORTH DAKOTA--0.0%
Fargo, North Dakota
 Sales Tax Revenue
 Refunding Bonds/ (AMBAC
 Insurance)
 3.85%, 07/01/96                 710            714
                                              -----
PENNSYLVANIA--0.2%
Pennsylvania State Turnpike
 Commission Revenue Bonds
 Series 1986A/(Escrowed to 
 Maturity with
 Government Securities)
 3.67%, 12/01/96               6,865          7,254
                                              -----
RHODE ISLAND--0.0%
Rhode Island Depositors
 Economic Protection Corp.
 Special Obligation Revenue
 Bonds Series A/
 (MBIA Insurance &
 Escrowed to Maturity with
 Government Securities)
 3.90%, 08/01/96               1,400          1,454
                                              -----
</TABLE>


F-44
<PAGE>   92
 
SchwabFunds(R)                                                                24
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
SOUTH CAROLINA--0.1%
South Carolina State
 Public Service Authority
 Expansion Revenue
 Refunding Bonds/ (Escrowed
 to Maturity with
 Government Securities)
 3.80%, 07/01/96              $ 2,695       $ 2,829
                                            -------
TEXAS--1.2%
Harris County, Texas
 Hospital District Mortgage
 Revenue Bonds/ (Escrowed
 to Maturity with
 Government Securities)
 3.52%, 04/01/96              23,000         23,734
Houston, Texas
 Water & Sewer System
 Revenue Exchange Prior
 Lien Revenue Bonds Series
 1986A/(Escrowed to 
 Maturity with
 Government Securities)
 3.65%, 12/01/96                 300            315
San Antonio, Texas
 Electric & Gas Revenue
 Refunding Bonds
 Series 1986A/
 (Escrowed to Maturity with
 Government Securities)
 4.25%, 02/01/96               2,150          2,190
San Antonio, Texas
 Electric & Gas Revenue
 Refunding Bonds Series
 1985B/(Escrowed to 
 Maturity with
 Government Securities)
 3.70%, 02/01/96              10,000         10,198
San Antonio, Texas
 Electric & Gas Revenue
 Refunding Bonds 
 Series 1991A
 4.25%, 02/01/96               3,000          3,004
Trinity River Authority,
 Texas Regional 
 Wastewater System
 Revenue Refunding Bonds
 Series A/ (AMBAC
 Insurance)
 3.80%, 08/01/96               1,500          1,504
University of Texas
 Constitutional
 Appropriation Revenue
 Bonds Series 1995(d)
 3.50%, 08/15/96               1,115          1,118
                                            -------
                                             42,063
                                            -------
VIRGINIA--0.0%
Henrico County, Virginia
 Water & Sewer Revenue
 Refunding Bonds Series
 1986/(Escrowed to 
 Maturity with
 Government Securities)
 3.70%, 05/01/96               1,055          1,090

WASHINGTON--0.0%
Seattle, Washington
 Municipal Metropolitan
 Seattle Sewer Revenue
 Bonds Series 1988R2/
 (Escrowed to Maturity with
 Government Securities)
3.70%, 01/01/96                 750            765
                                           --------
WISCONSIN--0.1%
Wisconsin State
 Clean Water Revenue Bonds
 Series 1991-1
 3.70%, 06/01/96               1,690          1,704
                                           --------
TOTAL REVENUE BONDS (Cost $144,497)
                                            144,497
                                           --------
TAX ANTICIPATION NOTES--0.8%(b)
NEW YORK--0.2%
New York City, New York
 Tax Anticipation Notes
 Series 1995-1996A
 3.60%, 02/15/96               4,500          4,505
South Huntington, New York
 Unified School District
 Tax Anticipation Notes
 Series 1995-1996
 3.64%, 06/28/96               3,850          3,861
                                           --------
                                              8,366
                                           --------
OREGON--0.4%
Lane County, Oregon Tax
 Anticipation Notes Series
 1995-1996
 3.88%, 06/28/96               3,500          3,510
Multnomah County, Oregon
 School District Number 1J
 Portland Tax Anticipation
 Notes
 3.65%, 05/30/96              10,500         10,546
                                           --------
                                             14,056
                                           --------
SOUTH CAROLINA--0.2%
Charleston County, South
 Carolina School District
 Tax Anticipation Notes
 Series 1995-1996
 3.75%, 04/15/96               8,300          8,317
                                           --------
TOTAL TAX ANTICIPATION NOTES (Cost
 $30,739)                                    30,739
                                           --------
TAX AND REVENUE ANTICIPATION NOTES--6.00%(b)
CALIFORNIA--3.6%
California School Cash
 Reserve Program Authority
 Pooled Tax and Revenue
 Anticipation Notes Series
 1995A/ (MBIA Insurance)
 3.75%, 07/03/96              56,500         56,774
</TABLE>


F-45
<PAGE>   93
 
SchwabFunds(R)                                                                25
- --------------------------------------------------------------------------------
SCHWAB TAX-EXEMPT MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
Fullerton, California
 Joint Unified
 High School District
 Tax and Revenue
 Anticipation Notes
 Series 1995-1996
 3.80%, 11/14/96             $ 3,725        $ 3,747
Kern County, California
 High School District
 Tax and Revenue
 Anticipation Notes Series
 1995-1996
 4.05%, 09/19/96              20,000         20,096
Los Angeles County,
 California Tax and Revenue
 Anticipation Notes Series
 1995-96/(Multiple Credit
 Enhancements)
 3.83%, 07/01/96               1,500          1,505
 3.68%, 07/01/96               1,200          1,204
Pleasanton, California
 Unified School District
 Tax and Revenue
 Anticipation Notes Series
 1995-1996
 4.00%, 07/05/96               4,030          4,045
San Francisco, California
 Unified School District
 Tax and Revenue
 Anticipation Notes Series
 1995-96
 3.89%, 07/25/96              10,000         10,033
San Joaquin County,
 California Tax and Revenue
 Anticipation Notes Series
 1995-1996
 3.97%, 10/15/96              30,000         30,121
                                            -------
                                            127,525
                                            -------
IOWA--0.7%
Iowa School Corp.
 Warrant Certificates
 Iowa School Cash
 Anticipation Program
 Series 1995A/(Capital
 Guaranty Insurance)
 3.85%, 06/28/96              25,000         25,106
                                            -------
TEXAS--1.4%
Texas State Tax and Revenue
 Anticipation Notes Series
 1995-1996A
 4.05%, 08/30/96              24,000         24,107
 3.95%, 08/30/96               8,190          8,232
 3.94%, 08/30/96               1,000          1,005
 3.90%, 08/30/96               3,000          3,016
 3.73%, 08/30/96              13,000         13,080
                                            -------
                                             49,440
                                            -------
WISCONSIN--0.3%
Kenosha, Wisconsin
 Tax and Revenue
 Anticipation Notes
 3.78%, 06/28/96               4,500          4,510
Wisconsin State Operating
 Tax and Revenue
 Anticipation Notes
 3.50%, 06/17/96               5,000          5,021
                                            -------
                                              9,531
                                            -------
TOTAL TAX AND REVENUE ANTICIPATION
 NOTES
 (Cost $211,602)                            211,602
                                            -------
TAX-EXEMPT COMMERCIAL PAPER--12.4%(b)
ARIZONA--1.5%
Maricopa County, Arizona
 Pollution Control
 Financing Authority
 Pollution Control Revenue
 Bonds (Southern California
 Edison Co. Palo Verde
 Project) Series 1985B
 3.80%, 02/12/96               6,450          6,450
 3.85%, 02/26/96               5,000          5,000
Maricopa County, Arizona
 Pollution Control
 Financing Authority
 Pollution Control Revenue
 Bonds (Southern California
 Edison Co. Palo Verde
 Project) Series 1985C
 3.85%, 02/08/96               6,250          6,250
 3.50%, 02/08/96               5,500          5,500
 3.80%, 02/12/96               3,100          3,100
 3.75%, 02/14/96               6,450          6,450
Maricopa County, Arizona
 Pollution Control
 Financing Authority
 Pollution Control Revenue
 Bonds (Southern California
 Edison Co. Palo Verde
 Project) Series 1985G
 3.85%, 02/26/96               4,000          4,000
Salt River, Arizona
 Agricultural Improvement
 Program/(Multiple Credit
 Enhancements)
 3.75%, 01/12/96              15,200         15,200
                                            -------
                                             51,950
                                            -------
COLORADO--1.1%
Denver, Colorado City and
 County Airport System
 Revenue Bonds (Denver
 International Airport)
 Series 1990B/ (Sumitomo
 Bank LOC)
 4.05%, 02/15/96               7,520          7,520
</TABLE>


F-46
<PAGE>   94
 
SchwabFunds(R)                                                                26
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
Denver, Colorado City and
 County Airport System
 Revenue Bonds (Denver
 International Airport)
 Series 1990C/ (Sumitomo
 Bank LOC)
 4.00%, 02/08/96             $15,000        $15,000
Platte River, Colorado
 Power Authority
 Adjustable Tender
 Electric Secondary
 Lien Bonds Series S-1/
 (Morgan Guaranty
 Trust LOC)
 3.75%, 02/07/96               1,800          1,800
 3.75%, 02/08/96              15,000         15,000
                                             ------
                                             39,320
                                             ------
GEORGIA--1.5%
Burke County, Georgia
 Development Authority
 Pollution Control
 Revenue Bonds
 (Oglethorpe Power
 Project) 1st Series 1989/
 (Credit Suisse LOC)
 3.85%, 02/08/96               4,300          4,300
 3.80%, 02/08/96               2,700          2,700
 3.45%, 02/08/96               1,400          1,400
 3.75%, 02/15/96               7,500          7,500
 3.75%, 02/26/96               2,000          2,000
 3.75%, 02/27/96              11,500         11,500
 3.70%, 02/27/96              22,700         22,700
                                             ------
                                             52,100
                                             ------
KANSAS--0.4%
Burlington, Kansas
 Pollution Control
 Revenue Refunding Bonds
 (Kansas City Power &
 Light) Series 1987A/
 (Toronto-Dominion Bank LOC)
 3.75%, 02/15/96              12,150         12,150
Burlington, Kansas
 Pollution Control
 Revenue Refunding Bonds
 (Kansas City Power &
 Light) Series 1987B/
 (Deutsche Bank LOC)
 3.80%, 02/07/96               2,200          2,200
                                             ------
                                             14,350
                                             ------
KENTUCKY--0.1%
Pendleton County, Kentucky
 Multiple County Lease
 Revenue Bonds (Kentucky
 Association of Counties
 Lease Program) Series
 1989/ (Commonwealth Bank
 of Australia LOC)
 3.70%, 02/08/96               2,300          2,300
                                             ------
LOUISIANA--2.0%
Louisiana State Adjustable
 Tender General Obligation
 Refunding Bonds Series
 1991A/(Credit Local de
 France & Fuji Bank LOC)
 3.85%, 02/08/96               4,275          4,275
 3.80%, 02/13/96               2,500          2,500
 3.75%, 02/14/96               4,745          4,745
 3.80%, 02/26/96              11,000         11,000
Louisiana State Pollution
 Control Revenue Refunding
 Bonds (St. James
 Parish/Texaco Project)
 Series 1988B
 3.65%, 02/09/96              48,900         48,900
Louisiana State Pollution
 Control Revenue Refunding
 Bonds (St. James
 Parish/Texaco Project)
 Series 1988C
 3.65%, 02/09/96               1,000          1,000
                                             ------
                                             72,420
                                             ------
MASSACHUSETTS--0.3%
Massachusetts Water
 Resource Authority
 Commercial Paper Series
 1995/(Morgan Guaranty
 Trust LOC)
 3.75%, 02/22/96               9,400          9,400
                                             ------
MICHIGAN--0.9%
Michigan State Building
 Authority Commercial Paper
 Notes Series 1/ (Canadian
 Imperial Bank of Commerce
 LOC)
 4.10%, 01/16/96              33,600         33,600
                                             ------
MINNESOTA--0.2%
Rochester, Minnesota
 Adjustable Tender Health
 Care Facility Revenue
 Bonds (Mayo Foundation/
 Mayo Medical Center)
 Series 1988E/
 (Credit Suisse SBPA)
 3.70%, 02/14/96               3,100          3,100
Rochester, Minnesota
 Adjustable Tender Health
 Care Facility Revenue
 Bonds (Mayo Foundation/
 Mayo Medical Center)
 Series 1992A
 3.75%, 02/15/96               3,000          3,000
Rochester, Minnesota
 Adjustable Tender Health
 Care Facility Revenue
 Bonds (Mayo Foundation/
 Mayo Medical Center)
 Series 1992C
 3.45%, 03/07/96               1,550          1,550
                                             ------
                                              7,650
                                             ------
</TABLE>


F-47
<PAGE>   95
 
SchwabFunds(R)                                                                27
- --------------------------------------------------------------------------------
SCHWAB TAX-EXEMPT MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
NEW YORK--0.1%
New York City, New York
 Municipal Water Finance
 Authority Tax-Exempt
 Commercial Paper/ (Credit
 Suisse LOC)
 3.75%, 02/08/96             $ 5,000        $ 5,000
                                            -------
NORTH CAROLINA--1.7%
North Carolina Eastern
 Municipal Power Agency
 Power System Revenue Bonds
 Series 1988B/ (Union Bank
 of Switzerland & Morgan
 Guaranty Trust LOC)
 3.70%, 02/07/96              20,500         20,500
 3.75%, 02/26/96               5,400          5,400
North Carolina Eastern
 Municipal Power Agency
 Tax-Exempt Commercial
 Paper/(Industrial Bank of
 Japan LOC)
 3.80%, 02/07/96              24,321         24,321
 3.60%, 02/08/96               9,824          9,824
 3.55%, 02/08/96               2,500          2,500
                                            -------
                                             62,545
                                            -------
TEXAS--2.6%
Lower Colorado River
 Authority Tax-Exempt
 Commercial Paper Series
 B/(Morgan Guaranty Trust
 Revolving Credit Agreement
 3.80%, 02/14/96              15,800         15,800
Texas Municipal Power
 Agency Commercial
 Paper/(Bank of America,
 Canadian Imperial Bank of
 Commerce & Morgan Guaranty
 Trust Revolving Credit
 Agreement)
 3.80%, 01/11/96              49,025         49,025
Texas State Tax-Exempt
 Commercial Paper Series
 1995
 3.35%, 08/12/96              30,000         30,000
                                         ----------
                                             94,825
                                         ----------
TOTAL TAX-EXEMPT COMMERCIAL PAPER
 (Cost $445,460)                            445,460
                                         ----------
TOTAL INVESTMENTS--100.0%
 (Cost $3,586,104)                       $3,586,104
                                         ==========
</TABLE>
 
NOTES TO SCHEDULE OF INVESTMENTS.
 
     For each security, cost (for financial reporting and federal income tax
     purposes) and carrying value are the same.
 
     (a) Variable rate securities. Interest rates vary periodically based on
         current market rates. Rates shown are the effective rates on December
         31, 1995. Dates shown represent the latter of the demand date or next
         interest rate change date, which is considered the maturity date for
         financial reporting purposes. For variable rate securities without
         demand features, the next interest reset date is shown.
 
     (b) Interest rates represent effective yield to put or call date at time
         of purchase.
 
     (c) Certain securities purchased by the Fund are private placement
         securities exempt from registration by Section 4(2) of the Securities
         Act of 1933. These securities generally are issued to institutional
         investors, such as the Schwab Tax-Exempt Money Fund. Any resale by the
         Fund must be in an exempt transaction, normally to a qualified
         institutional buyer. At December 31, 1995, the aggregate value of
         private placement securities held by the Fund was $139,017,000 which
         represented 3.90% of net assets. All of these private placement
         securities were determined by the Investment Manager to be liquid in
         accordance with procedures adopted by the Board of Trustees.


F-48
<PAGE>   96
 
SchwabFunds(R)                                                                28
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
 
     (d) Security traded on a delayed-delivery basis. Payment and delivery is
         scheduled for a future time, generally within two weeks of entering
         into the transaction. The transaction is subject to market fluctuation
         and to the risk that the value may be more or less than the purchase 
         price when the transaction was initiated. The Fund has set aside 
         sufficient investment securities as collateral for securities
         purchased on a delayed-delivery basis.
 
<TABLE>
<CAPTION>
      Abbreviations
     ---------------
     <S>               <C>
     AMBAC             AMBAC Indemnity Corporation
     FGIC              Financial Guaranty Insurance Company
     FHLB              Federal Home Loan Bank
     FNB               First National Bank
     FNMA              Federal National Mortgage Association
     FSA               Financial Security Assurance
     GNMA              Government National Mortgage Association
     LOC               Letter of Credit
     MBIA              Municipal Bond Investors Assurance Corporation
     N.R.U.-C.F.C.     National Rural Utilities Cooperative Financing Corporation
     SBPA              Standby Purchase Agreement
     SLMA              Student Loan Marketing Association
     SPA               Securities Purchase Agreement
</TABLE>
 
                See accompanying Notes to Financial Statements.


F-49
<PAGE>   97
 
SchwabFunds(R)                                                                29
- --------------------------------------------------------------------------------
SCHWAB TAX-EXEMPT MONEY FUND
STATEMENT OF ASSETS AND LIABILITIES (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                             <C>
ASSETS
Investments, at value (Cost: $3,586,104)                        $3,586,104
Cash                                                                   166
Interest receivable                                                 30,491
Receivable for fund shares sold                                      2,940
Prepaid expenses                                                       551
                                                                ----------
     Total assets                                                3,620,252
                                                                ----------
LIABILITIES
Payable for:
  Dividends                                                         15,284
  Fund shares redeemed                                                 670
  Investments purchased                                             37,735
  Investment advisory and administration fee                           603
  Transfer agency and shareholder service fees                       1,157
  Other                                                                284
                                                                ----------
     Total liabilities                                              55,733
                                                                ----------
Net assets applicable to outstanding shares                     $3,564,519
                                                                ==========
NET ASSETS CONSIST OF:
  Capital paid in                                               $3,566,367
  Accumulated net realized loss on investments sold                 (1,848)
                                                                ----------
                                                                $3,564,519
                                                                ==========
THE PRICING OF SHARES
  3,405,684 outstanding Sweep Shares and
     160,683 outstanding Value Advantage Shares,
     $0.00001 par value (unlimited shares authorized)            3,566,367
  Net asset value, offering and redemption price per each
     Sweep Share and Value Advantage Share                           $1.00
</TABLE>
 
                See accompanying Notes to Financial Statements.


F-50
<PAGE>   98
 
SchwabFunds(R)                                                                30
- --------------------------------------------------------------------------------
SCHWAB TAX-EXEMPT MONEY FUND
STATEMENT OF OPERATIONS (in thousands)
For the year ended December 31, 1995
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                               <C>
Interest income                                                   $127,090
                                                                  --------
Expenses:
  Investment advisory and administration fee                        13,694
  Transfer agency and shareholder service fees:
     Sweep Shares                                                   14,432
     Value Advantage Shares                                            103
  Custodian fees                                                       380
  Registration fees                                                    400
  Professional fees                                                    187
  Shareholder reports                                                  296
  Trustees' fees                                                        21
  Amortization of deferred organization costs and
     other prepaid expenses                                             76
  Insurance and other expenses                                         139
                                                                  --------
                                                                    29,728
Less expenses reduced and absorbed                                  (8,375)
                                                                  --------
  Total expenses incurred by Fund                                   21,353
                                                                  --------
Net investment income                                              105,737
Net realized loss on investments sold                                  (21)
                                                                  --------
Increase in net assets resulting from operations                  $105,716
                                                                  ========
</TABLE>
 
                See accompanying Notes to Financial Statements.


F-51
<PAGE>   99
 
SchwabFunds(R)                                                                31
- --------------------------------------------------------------------------------
SCHWAB TAX-EXEMPT MONEY FUND
STATEMENT OF CHANGES IN NET ASSETS (in thousands)
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                     For the year ended
                                                        December 31,
                                                    1995            1994
                                                 -----------     -----------
<S>                                              <C>             <C>
Operations:
  Net investment income                          $   105,737     $    65,678
  Net realized loss on investments sold                  (21)         (1,586)
                                                 -----------     -----------
  Increase in net assets resulting
     from operations                                 105,716          64,092
                                                 -----------     -----------
Dividends to shareholders from
  net investment income:
     Sweep Shares                                   (104,288)        (65,678)
     Value Advantage Shares                           (1,449)             --
                                                 -----------     -----------
  Total dividends to shareholders                   (105,737)        (65,678)
                                                 -----------     -----------
Capital share transactions (dollar amounts
  and number of shares are the same):
  Proceeds from shares sold                       10,148,323       8,184,151
  Net asset value of shares issued in
     reinvestment of dividends                       100,567          57,664
  Less payments for shares redeemed               (9,700,301)     (7,647,595)
                                                 -----------     -----------
  Increase in net assets from capital
     share transactions                              548,589         594,220
                                                 -----------     -----------
Total increase in net assets                         548,568         592,634
Net Assets:
  Beginning of period                              3,015,951       2,423,317
                                                 -----------     -----------
  End of period                                  $ 3,564,519     $ 3,015,951
                                                 ===========     ===========
</TABLE>
 
                See accompanying Notes to Financial Statements.


F-52
<PAGE>   100
 
SchwabFunds(R)                                                                32
- --------------------------------------------------------------------------------
SCHWAB TAX-EXEMPT MONEY FUND
NOTES TO FINANCIAL STATEMENTS
For the year ended December 31, 1995
- --------------------------------------------------------------------------------
1. DESCRIPTION OF THE FUND
 
The Schwab Tax-Exempt Money Fund (the "Fund") is a series of The Charles Schwab
Family of Funds (the "Trust"), an open-end, management investment company
organized as a Massachusetts business trust on October 20, 1989 and registered
under the Investment Company Act of 1940, as amended.
 
The Board of Trustees of the Trust adopted a multiple class plan for the Fund on
May 9, 1995. Commencing July 7, 1995, the Fund began offering more than one
class of shares. Pursuant to the plan, the existing shares were redesignated as
Sweep Shares ("Sweep Shares"), and a new class of shares was added -- the Value
Advantage Shares ("Value Advantage Shares"). Both classes represent interests in
the same portfolio of investments of the Fund and are substantially the same in
all respects except that the classes are subject to different transfer agency
and shareholder service fees (see Note 3), investment minimums and certain other
expenses.
 
In addition to the Fund, the Trust also offers -- the Schwab Money Market Fund,
the Schwab Government Money Fund, the Schwab U.S. Treasury Money Fund, the
Schwab California Tax-Exempt Money Fund (Sweep and Value Advantage Shares), the
Schwab New York Tax-Exempt Money Fund (Sweep and Value Advantage Shares), the
Schwab Value Advantage Money Fund(R), the Schwab Institutional Advantage Money
Fund(TM) and the Schwab Retirement Money Fund(R). The assets of each series are
segregated and accounted for separately.
 
The Schwab Tax-Exempt Money Fund invests in a diversified portfolio of
short-term high quality municipal securities.
 
2. SIGNIFICANT ACCOUNTING POLICIES
 
The following significant accounting policies are in conformity with generally
accepted accounting principles for investment companies. The preparation of
financial statements in accordance with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts and disclosures in the financial statements. Actual results could differ
from those estimates.
 
Security valuation -- Investments are stated at amortized cost which
approximates market value.
 
Security transactions -- Security transactions are accounted for on a trade date
basis (date the order to buy or sell is executed).
 
Dividends to shareholders -- The Fund declares a daily dividend, equal to its
net investment income for that day, payable monthly. Dividends paid by the Fund
with respect to each class of shares are calculated in the same manner, at the
same time, and will be in the same amount except for the effect of expenses that
may be applied differently, as described below.


F-53
<PAGE>   101
 
SchwabFunds(R)                                                                33
- --------------------------------------------------------------------------------
SCHWAB TAX-EXEMPT MONEY FUND
NOTES TO FINANCIAL STATEMENTS
For the year ended December 31, 1995
- --------------------------------------------------------------------------------
 
Deferred organization costs -- Costs incurred in connection with the
organization of the Fund and its initial registration with the Securities and
Exchange Commission and with various states are amortized on a straight-line
basis over a five-year period from the Fund's commencement of operations.
 
Expenses -- Expenses arising in connection with the Fund are charged directly to
the Fund. Expenses common to all series of the Trust are allocated to each
series in proportion to their relative net assets. Expenses attributable to both
classes of shares are allocated daily to each class based on the value of
settled shares outstanding of each respective class. Transfer agency,
shareholder service fees and certain other expenses which are class specific are
calculated daily at the class level.
 
Interest income and realized gains (losses) -- Interest income is recorded on
the accrual basis and includes amortization of premium on investments. Realized
gains and losses from security transactions are determined on an identified cost
basis. Income and realized gains (losses) are allocated daily to each class of
shares based on the value of settled shares outstanding of each respective
class.
 
Federal income taxes -- It is the Fund's policy to meet the requirements of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its net investment income and realized net capital gains, if
any, to shareholders. Therefore, no federal income tax provision is required.
The Fund is considered a separate entity for tax purposes.
 
3. TRANSACTIONS WITH AFFILIATES
 
Investment advisory and administration agreements -- The Trust has investment
advisory and administration agreements with Charles Schwab Investment
Management, Inc. (the "Investment Manager"). For advisory services and
facilities furnished, the Fund pays an annual fee, payable monthly, of .46% of
the first $1 billion of average daily net assets, .41% of such assets over $1
billion, and .40% of such assets in excess of $2 billion. Under these
agreements, the Fund incurred investment advisory and administration fees of
$13,694,000 for the year ended December 31, 1995, before the Investment Manager
reduced its fee (see Note 4).
 
Transfer agency and shareholder service agreements -- The Trust has transfer
agency and shareholder service agreements with Charles Schwab & Co., Inc.
("Schwab"). For services provided under these agreements, Schwab receives an
annual fee, payable monthly, of .45% and .25% of average daily net assets of the
Sweep Shares and Value Advantage Shares, respectively. For the year ended
December 31, 1995, the Fund incurred transfer agency and shareholder service
fees of $14,432,000 and $103,000 for the Sweep Shares and Value Advantage
Shares, respectively, before Schwab reduced its fees (see Note 4).
 
Officers and trustees -- Certain officers and trustees of the Trust are also
officers or directors of the Investment Manager and/or Schwab. During the year
ended December 31, 1995, the Trust made no direct payments to its officers or
trustees who are "interested persons" within the meaning of the Investment
Company Act of 1940, as amended. The Fund incurred fees of $21,000 related to
the Trust's unaffiliated trustees.


F-54
<PAGE>   102
 
SchwabFunds(R)                                                                34
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
 
4. EXPENSES REDUCED AND ABSORBED BY THE INVESTMENT MANAGER AND SCHWAB
 
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. For the year ended December 31, 1995, the total of such fees
and expenses reduced and absorbed by the Investment Manager were $7,229,000 and
the total of such fees reduced by Schwab was $1,146,000.
 
5. INVESTMENT TRANSACTIONS
 
Purchases, sales and maturities of investment securities during the year ended
December 31, 1995, aggregated (in thousands) $6,419,657 and $5,869,911,
respectively.
 
6. CAPITAL SHARE TRANSACTIONS
 
The Fund offers two classes of shares: Sweep Shares and Value Advantage Shares.
Shares of each class represent interests in the same portfolio of investments of
the Fund. Transactions in capital shares were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                    Year ended December 31,
                                                                     1995*           1994
                                                                  -----------     -----------
<S>                                                               <C>             <C>
Proceeds from shares sold:
  Sweep Shares                                                    $ 9,911,852     $ 8,184,151
  Value Advantage Shares                                              236,471              --
                                                                  -----------     -----------
    Total proceeds from shares sold                                10,148,323       8,184,151
Net asset value of shares issued in
 reinvestment of dividends:
  Sweep Shares                                                         99,813          57,664
  Value Advantage Shares                                                  754              --
                                                                  -----------     -----------
    Total net asset value of shares issued in
      reinvestment of dividends                                       100,567          57,664
Less payments for shares redeemed:
  Sweep Shares                                                     (9,623,759)     (7,647,595)
  Value Advantage Shares                                              (76,542)             --
                                                                  -----------     -----------
    Total payments for shares redeemed                             (9,700,301)     (7,647,595)
Total increase in net assets from
 capital share transactions                                       $   548,589     $   594,220
                                                                  ===========     ===========
</TABLE>
 
* The Value Advantage Shares commenced operations on July 7, 1995.


F-55
<PAGE>   103
 
SchwabFunds(R)                                                                35
- --------------------------------------------------------------------------------
SCHWAB TAX-EXEMPT MONEY FUND
NOTES TO FINANCIAL STATEMENTS
For the year ended December 31, 1995
- --------------------------------------------------------------------------------
 
7. FINANCIAL HIGHLIGHTS
 
Per share income and capital changes for a share outstanding throughout the
period:
 
<TABLE>
<CAPTION>
                                         Value
                                       Advantage
                                         Shares                             Sweep Shares
                                     --------------  ----------------------------------------------------------
                                     For the period
                                         ended                     For the year ended December 31,
                                      December 31,   ----------------------------------------------------------
                                        1995 1          1995        1994        1993        1992        1991
                                       ----------    ----------------------------------------------------------
<S>                                  <C>             <C>         <C>         <C>         <C>         <C>
Net asset value at
 beginning of period                       $1.00          $1.00       $1.00       $1.00       $1.00       $1.00
Income from investment
- ----------------------
 operations
 ----------
 Net investment income                       .02            .03         .02         .02         .03         .04
 Net realized and unrealized gain
   (loss) on investments                      --             --          --          --          --          --
                                        --------     ----------  ----------  ----------  ----------  ----------
 Total from investment operations            .02            .03         .02         .02         .03         .04
Less distributions
- ------------------
 Dividends from net investment
   income                                   (.02)          (.03)       (.02)       (.02)       (.03)       (.04)
 Distributions from realized gain on
   investments                                --             --          --          --          --          --
                                        --------     ----------  ----------  ----------  ----------  ----------
 Total distributions                        (.02)          (.03)       (.02)       (.02)       (.03)       (.04)
                                        --------     ----------  ----------  ----------  ----------  ----------
Net asset value at
 end of period                             $1.00          $1.00       $1.00       $1.00       $1.00       $1.00
                                        ========     ==========  ==========  ==========  ==========  ==========
Total return (%)                            1.68           3.30        2.32        1.93        2.49        4.01
- ----------------
Ratios/Supplemental data
- ------------------------
 Net assets, end of period (000s)       $160,682     $3,403,837  $3,015,951  $2,423,317  $1,744,903  $1,359,121
 Ratio of expenses to
   average net assets (%)                    .45*           .66         .65         .63         .63         .63
 Ratio of net investment income to
   average net assets (%)                   3.50*          3.25        2.31        1.92        2.45        3.91
</TABLE>
 
The Investment Manager and Schwab have 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, with respect to the Value Advantage Shares, 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, would have been .95%* and 3.00%*,
respectively. With respect to the Sweep Shares, the ratio of expenses to average
net assets for the periods ended December 31, 1995, 1994, 1993, 1992, and 1991
would have been .91%, .91%, .93%, .94% and .95%, respectively, and the ratio of
net investment income to average net assets would have been 3.00%, 2.05%, 1.62%,
2.14%, and 3.59%, respectively.
 
1 For the period July 7, 1995 (commencement of operations) to December 31,
1995.
 
  * Annualized


F-56
<PAGE>   104
 
SchwabFunds(R)                                                                36
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
 
To the Board of Trustees
and Shareholders of the Schwab Tax-Exempt Money Fund
 
In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments, the related statements of operations and of changes
in net assets and the financial highlights present fairly, in all material
respects, the financial position of the Schwab Tax-Exempt Money Fund (one of the
series constituting The Charles Schwab Family of Funds, hereafter referred to as
the "Trust") at December 31, 1995, the results of its operations for the year
then ended, the changes in its net assets for each of the two years in the
period then ended and the financial highlights for each period presented, in
conformity with generally accepted accounting principles. These financial
statements and financial highlights (hereafter referred to as "financial
statements") are the responsibility of the Trust's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at
December 31, 1995 by correspondence with the custodian and brokers, provide a
reasonable basis for the opinion expressed above.
 
/s/ Price Waterhouse LLP
- ------------------------

PRICE WATERHOUSE LLP
San Francisco, California
January 31, 1996


F-57
<PAGE>   105
 
SchwabFunds(R)                                                                 1
- --------------------------------------------------------------------------------
SCHWAB CALIFORNIA TAX-EXEMPT MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
VARIABLE RATE
 OBLIGATIONS--52.2%(a)
ABAG Finance Authority for
 Nonprofit Organizations
 Certificates of
 Participation
 (Lucile Salter Packard
 Project)/(AMBAC Insurance
 & Industrial
 Bank of Japan LOC)
 5.00%, 01/07/96             $ 4,000        $ 4,000
Alameda County, California
 Industrial Development
 Authority Industrial
 Revenue Bonds (Aitchison
 Family Project) Series
 1993A/
 (Wells Fargo Bank LOC)
 5.45%, 01/07/96               2,920          2,920
Alameda County, California
 Industrial Development
 Authority Industrial
 Revenue Bonds (Scientific
 Technology Project) Series
 1994A/(Banque Nationale de
 Paris LOC)
 5.45%, 01/07/96               3,000          3,000
Anaheim, California
 Certificates of
 Participation (Anaheim
 Memorial Hospital Assoc.
 Project)/ (AMBAC Insurance
 & Industrial Bank of
 Japan SBPA)
 5.30%, 01/07/96              26,820         26,820
Anaheim, California
 Certificates of
 Participation (Police
 Facility Financing
 Project)/(AMBAC Insurance
 & Industrial
 Bank of Japan SBPA)
 5.25%, 01/07/96               1,550          1,550
Anaheim, California Housing
 Authority Multi Family
 Housing Revenue Bonds
 (Heritage Village
 Apartments Project) Series
 1992A/(Multiple Credit
 Enhancements)
 4.70%, 01/07/96               3,385          3,385
Big Bear Lake, California
 Industrial Development
 Revenue Certificates of
 Participation (Southwest
 Gas Corp. Project) Series
 A/(Union Bank of
 Switzerland LOC)
 5.05%, 01/07/96              12,500         12,500
California Educational
 Facilities Authority
 Revenue
 Bonds (California
 Institute
 of Technology) Series 1994
 4.60%, 01/07/96              16,300         16,300
California Health
 Facilities Financing
 Authority
 Revenue Bonds
 (Adventist Health System--
 Sutter Health)
 Series 1991A/
 (Toronto-Dominion
 Bank LOC)
 4.85%, 01/07/96               1,000          1,000
California Health
 Facilities Financing
 Authority Revenue Bonds
 (Childrens Hospital
 Project) Series 1991/
 (MBIA Insurance &
 Swiss Bank SBPA)
 4.75%, 01/07/96               9,900          9,900
California Health
 Facilities Financing
 Authority Revenue Bonds
 (Huntington Memorial
 Hospital) Series 1985/
 (Morgan Guaranty
 Trust LOC)
 4.90%, 01/07/96               9,600          9,600
California Health
 Facilities Financing
 Authority Revenue Bonds
 (Kaiser Permanente
 Project) Series 1993A
 4.90%, 01/07/96               8,200          8,200
California Health
 Facilities Financing
 Authority Revenue Bonds
 (Kaiser Permanente
 Project) Series 1993B
 4.90%, 01/07/96               1,600          1,600
California Health
 Facilities Financing
 Authority Revenue Bonds
 (Saint Joseph's Hospital)
 Series 1985B
 5.90%, 01/01/96               1,000          1,000
California Health
 Facilities Financing
 Authority Revenue Bonds
 (Scripps Memorial
 Hospital) Series 1985B/
 (MBIA Insurance &
 Morgan Guaranty
 Trust SBPA)
 4.95%, 01/07/96              15,120         15,120
California Health
 Facilities Financing
 Authority Revenue Bonds
 (Scripps Memorial
 Hospital) Series 1991A/
 (MBIA Insurance &
 Morgan Guaranty
 Trust SBPA)
 4.95%, 01/07/96               1,100          1,100
California Health
 Facilities Financing
 Authority Revenue Bonds
 (Scripps Memorial
 Hospital) Series 1991B/
 (MBIA Insurance &
 Swiss Bank SBPA)
 4.75%, 01/07/96              13,900         13,900
</TABLE>


F-58
<PAGE>   106
 
SchwabFunds(R)                                                                 2
- --------------------------------------------------------------------------------
SCHWAB CALIFORNIA TAX-EXEMPT MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
California Health
 Facilities Financing
 Authority Revenue Bonds
 (St. Francis Hospital)
 Series 1995F/
 (MBIA Insurance &
 Rabobank Nederland N.V.
 SBPA)
 4.85%, 01/07/96             $30,000        $30,000
California Health
 Facilities Financing
 Authority Revenue Bonds
 Pooled Loan Program Series
 1985B/(FGIC Insurance &
 FGIC SPA)
 4.95%, 01/07/96               2,000          2,000
California Pollution
 Control Financing
 Authority Pollution
 Control Revenue Bonds
 (Burney Forest Products
 Project) Series
 1988A/(National
 Westminster Bank LOC)
 5.95%, 01/01/96               1,000          1,000
California Pollution
 Control Financing
 Authority Pollution
 Control Revenue Bonds
 (Burney Forest Products
 Project) Series
 1989A/(National
 Westminster Bank LOC)
 5.95%, 01/01/96                 200            200
California Pollution
 Control Financing
 Authority Pollution
 Control Revenue Bonds
 (Reynolds Metals Co.
 Project) Series 1985/
 (National Westminster Bank
 LOC)
 5.10%, 01/07/96               1,300          1,300
California Pollution
 Control Financing
 Authority Pollution
 Control Revenue Bonds
 (Southdown, Inc. Project)
 Series B/(Societe Generale 
 LOC)
 4.20%, 01/08/96               3,900          3,900
California Pollution
 Control Financing
 Authority Pollution
 Control Revenue Bonds
 (Southern California
 Edison) Series 1986A
 5.40%, 01/01/96               6,700          6,700
California Pollution
 Control Financing
 Authority Pollution
 Control Revenue Bonds
 (Southern California
 Edison) Series 1986C
 5.40%, 01/01/96                 100            100
California Pollution
 Control Financing
 Authority Pollution
 Control Revenue Bonds
 (Southern California
 Edison) Series 1986D
 5.40%, 01/01/96               1,300          1,300
California Pollution
 Control Financing
 Authority Resource
 Recovery Revenue Bonds
 (Sanger Project) Series
 1990A/ (Credit Suisse LOC)
 5.05%, 01/07/96               9,200          9,200
California Pollution
 Control Financing
 Authority Solid Waste
 Disposal Revenue Bonds
 (Athens Disposal Company
 Project) Series 1995A/
 (Wells Fargo Bank LOC)
 5.20%, 01/07/96              10,000         10,000
California Pollution
 Control Financing
 Authority Solid Waste
 Disposal Revenue Bonds
 (Burrtec Waste Industries
 Project) Series 1995A/
 (Union Bank LOC)
 5.25%, 01/07/96               4,000          4,000
California Pollution
 Control Financing
 Authority Solid Waste
 Disposal Revenue Bonds
 (Colmac Energy Project)
 Series 1990A/ (Swiss Bank
 LOC)
 5.05%, 01/07/96              12,900         12,900
California Pollution
 Control Financing
 Authority Solid Waste
 Disposal Revenue Bonds
 (Colmac Energy Project)
 Series 1990B/ (Swiss Bank
 LOC)
 5.05%, 01/07/96               8,900          8,900
California Pollution
 Control Financing
 Authority Solid Waste
 Disposal Revenue Bonds
 (Colmac Energy Project)
 Series 1990C/ (Swiss Bank
 LOC)
 5.05%, 01/07/96              10,000         10,000
California Pollution
 Control Financing
 Authority Solid Waste
 Disposal Revenue Bonds
 (Contra Costa Services)
 Series 1995A/ (Bank of
 America LOC)
 5.15%, 01/07/96               4,500          4,500
California Pollution
 Control Financing
 Authority Solid Waste
 Disposal Revenue Bonds
 (Shell Oil Co. Martinez
 Project) Series 1994A
 6.05%, 01/01/96               1,000          1,000
California Pollution
 Control Financing
 Authority Solid Waste
 Disposal Revenue Bonds
 (Taormina
 Industries Project) Series
 1994B/(Sanwa Bank LOC)
 5.40%, 01/07/96              11,000         11,000
</TABLE>


F-59
<PAGE>   107
 
SchwabFunds(R)                                                                 3
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
California Statewide
 Community Development
 Authority Apartment
 Development Revenue Bonds
 Series 1995-A3/ (FNMA LOC)
 4.90%, 01/07/96             $10,000        $10,000
California Statewide
 Community Development
 Authority Hospital Revenue
 Bonds Certificates of
 Participation (Sutter
 Health Obligation Group)/
 (AMBAC Insurance &
 Industrial Bank of
 Japan SBPA)
 5.90%, 01/01/96               1,100          1,100
California Statewide
 Community Development
 Authority Revenue
 Bonds Certificates of
 Participation (Kaiser
 Foundation Hospitals)
 4.90%, 01/07/96              10,000         10,000
California Statewide
 Community Development
 Corp. Industrial
 Development Revenue
 Bonds (13th I
 Associates Project)/
 (Union Bank LOC)
 5.30%, 01/07/96               5,540          5,540
California Statewide
 Community Development
 Corp. Industrial
 Development Revenue
 Bonds (ARM Inc. Project)
 Series 1994A/
 (Bank of Tokyo LOC)
 5.35%, 01/07/96                 675            675
California Statewide
 Community Development
 Corp. Industrial
 Development Revenue
 Bonds (Aerostar
 Properties Project)/
 (Union Bank LOC)
 5.40%, 01/07/96               5,095          5,095
California Statewide
 Community Development
 Corp. Industrial
 Development Revenue Bonds
 (Agricultural Products
 Inc. Project)/ (Union Bank
 LOC)
 5.55%, 01/07/96               1,440          1,440
California Statewide
 Community Development
 Corp. Industrial
 Development Revenue Bonds
 (Development Industries)
 Series 1994A/ (Bank of
 Tokyo LOC)
 5.35%, 01/07/96               1,640          1,640
California Statewide
 Community Development
 Corp. Industrial
 Development Revenue Bonds
 (Industrial Dynamics Co.
 Project)/ (Union Bank LOC)
 5.55%, 01/07/96               5,190          5,190
California Statewide
 Community Development
 Corp. Industrial
 Development Revenue
 Bonds (Lorber Industries
 of California Project)/
 (Union Bank LOC)
 5.55%, 01/07/96               1,050          1,050
California Statewide
 Community Development
 Corp. Industrial
 Development Revenue
 Bonds (Pacific
 Handy Cutter
 Products Project)/
 (Union Bank LOC)
 5.55%, 01/07/96               1,210          1,210
California Statewide
 Community Development
 Corp. Industrial
 Development Revenue
 Bonds (Pacific Scientific
 Project) Series 1989/
 (Bank of California LOC)
 5.25%, 01/07/96               5,125          5,125
California Statewide
 Community Development
 Corp. Industrial
 Development Revenue
 Bonds (Packaging
 Innovation Project)
 Series 1994A/
 (Bank of Tokyo LOC)
 5.35%, 01/07/96               2,440          2,440
California Statewide
 Community Development
 Corp. Industrial
 Development Revenue
 Bonds (The Diamond
 Foods Project) Series
 1991/(Union Bank LOC)
 5.55%, 01/07/96               1,465          1,465
California Statewide
 Community Development
 Corp. Industrial
 Development Revenue
 Bonds (Z-Nix Co., Inc.
 Project)/(Union Bank LOC)
 5.55%, 01/07/96                 920            920
California Statewide
 Community Development
 Corp. Revenue
 Bonds (ORA
 Real Estate Project)
 Series 1995D/
 (Union Bank LOC)
 5.35%, 01/07/96               3,000          3,000
</TABLE>


F-60
<PAGE>   108
 
SchwabFunds(R)                                                                 4
- --------------------------------------------------------------------------------
SCHWAB CALIFORNIA TAX-EXEMPT MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
Carlsbad, California Multi
 Family Housing Revenue
 Refunding Bonds
 Certificates of
 Participation (La Costa
 Apartment Project) Series
 1993A/ (Bank of America
 LOC)
 4.80%, 01/07/96             $ 4,920        $ 4,920
Concord, California Multi
 Family Housing Mortgage
 Revenue Bonds (Bel Air
 Apartments Project) Series
 1986A/(Bank of America LOC)
 5.00%, 01/07/96               3,000          3,000
Contra Costa, California
 Multi Family Housing
 Mortgage Revenue Bonds (El
 Cerrito Project) Series A/
 (Bank of America LOC)
 5.00%, 01/07/96                 980            980
Contra Costa, California
 Transportation Authority
 Sales Tax Revenue Bonds
 Series 1993A/
 (FGIC Insurance &
 FGIC SPA)
 4.90%, 01/07/96              30,300         30,300
Duarte, California
 Redevelopment Agency
 Certificates of
 Participation (Johnson
 Duarte Partners Project)
 Series 1984B/ (Bank of
 America LOC)
 4.90%, 01/07/96               1,600          1,600
Duarte, California
 Redevelopment Agency
 Certificates of
 Participation (Piken
 Duarte Partners Project)
 Series 1984A/ (Bank of
 America LOC)
 4.90%, 01/07/96               4,250          4,250
Emeryville, California
 Redevelopment Agency Multi
 Family Housing Revenue
 Bonds (Emery Bay
 Apartments II Project)
 Series 1991A/
 (Bank of America LOC)
 4.90%, 01/07/96               6,000          6,000
Encinitas, California Multi
 Family Housing Revenue
 Refunding Bonds
 (Torrey Pines Project)
 Series A/
 (Bank of America LOC)
 4.80%, 01/07/96               8,100          8,100
Foothill Eastern
 Transportation Corridor
 Agency, California Toll
 Road Revenue Bonds Series
 1995D/(Industrial Bank of
 Japan LOC)
 5.00%, 01/07/96               1,000          1,000
Fremont, California Multi
 Family Housing Revenue
 Refunding Certificates of
 Participation (Amber Court
 Apartments Project) Series
 1990A/(Bank of Tokyo LOC)
 5.30%, 01/07/96              10,380         10,380
Fresno, California Multi
 Family Mortgage Revenue
 Bonds (Oak Cornelia
 Apartments Project) Series
 1985A/(First Interstate
 Bank of California LOC)
 5.10%, 01/07/96              25,265         25,265
Glenn, California
 Industrial Development
 Authority Revenue Bonds
 (Land 'O Lakes Project)/
 (Sanwa Bank LOC)
 5.60%, 01/07/96               1,900          1,900
Grand Terrace, California
 Community Redevelopment
 Agency Multi Family
 Housing Revenue Bonds
 (Mount Vernon Villas
 Project) Series 1985A/
 (Industrial Bank of
 Japan LOC)
 5.20%, 01/07/96               1,865          1,865
Irvine Ranch, California
 Water District
 Consolidated District
 Numbers 102,103,105,106
 Revenue Refunding Bonds/
 (Commerzbank AG LOC)
 5.90%, 01/01/96               4,300          4,300
Irvine Ranch, California
 Water District
 Consolidated District
 Numbers 105,250,290
 Revenue Refunding Bonds
 Series 1991/(National
 Westminster Bank LOC)
 5.90%, 01/01/96               1,200          1,200
Irvine Ranch, California
 Water District
 Consolidated Revenue
 Refunding Bonds Series
 1985A-2/ (Sumitomo Bank
 LOC)
 5.90%, 01/01/96                 100            100
Irvine Ranch, California
 Water District
 Consolidated Revenue
 Refunding Bonds Series
 1985A-3/ (Sumitomo Bank
 LOC)
 5.90%, 01/01/96               1,400          1,400
Irvine Ranch, California
 Water District
 Consolidated Revenue
 Refunding Bonds Series
 1985B-1/ (Sumitomo Bank
 LOC)
 6.10%, 01/01/96                 100            100
</TABLE>


F-61
<PAGE>   109
 
SchwabFunds(R)                                                                 5
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
Irvine Ranch, California
 Water District
 Consolidated Revenue
 Refunding
 Bonds Series 1993A/
 (Bank of America LOC)
 6.00%, 01/01/96              $1,200         $1,200
Irvine, California
 Improvement Bond Act 1915
 Revenue Bonds (Special
 Assessment District
 No. 94-15)/(Dai-Ichi
 Kangyo Bank LOC)
 5.90%, 01/01/96                 500            500
Kern County, California
 Certificates of
 Participation (Kern Public
 Facilities Project) Series
 A/(Sanwa Bank LOC)
 4.85%, 01/07/96                 200            200
Lancaster, California
 Redevelopment Agency Multi
 Family Revenue Bonds
 (Woodcreek Garden
 Apartments Project) Series
 1985J/ (Bank of Tokyo LOC)
 5.10%, 01/07/96               8,400          8,400
Livermore, California Multi
 Family Housing Revenue
 Refunding Bonds (Arbors
 Apartment Project) Series
 1991A/(Bank of Tokyo LOC)
 5.30%, 01/07/96               9,255          9,255
Livermore, California Multi
 Family Housing Revenue
 Refunding Bonds
 (Diablo Vista
 Apartments Project) Series
 1990A/(Union Bank LOC)
 5.30%, 01/07/96               6,950          6,950
Los Angeles County,
 California Certificates of
 Participation Adjustable
 Convertible Extendable
 Securities (Los Angeles
 County Museum of
 Art Project)
 Series 1985A/
 (Bank of America LOC)
 4.85%, 01/07/96               3,800          3,800
Los Angeles County,
 California Certificates of
 Participation Adjustable
 Convertible Extendable
 Securities (Los Angeles
 County Museum of
 Art Project)
 Series 1985B/
 (Bank of America LOC)
 4.85%, 01/07/96               3,500          3,500
Los Angeles County,
 California Metropolitan
 Transportation Authority
 General Revenue Bonds
 (Union Station Project)
 Series 1985A/
 (FSA Insurance &
 Societe Generale SBPA)
 4.75%, 01/07/96              33,100         33,100
Los Angeles County,
 California Multi Family
 Mortgage Revenue Refunding
 Bonds (Casden Community
 Complex) Series 1991C/
 (FHLB LOC)
 4.80%, 01/07/96               3,200          3,200
Los Angeles County,
 California Multi Family
 Mortgage Revenue Refunding
 Bonds (Valencia Village
 Project) Series 1984C/
 (Industrial Bank of Japan
 LOC)
 5.35%, 01/07/96                 900            900
Los Angeles County,
 California Transportation
 Commission Sales Tax
 Revenue Refunding Bonds
 Series 1992A/
 (FGIC Insurance &
 Industrial Bank of
 Japan SBPA)
 5.10%, 01/07/96               9,700          9,700
Los Angeles, California
 Community Redevelopment
 Agency Certificates of
 Participation (Baldwin
 Hills Public Parking
 Project) Series B/
 (Wells Fargo Bank LOC)
 4.85%, 01/07/96              10,700         10,700
Los Angeles, California
 Community Redevelopment
 Agency Certificates of
 Participation (Broadway
 Springs Center Project)
 Series 1987/
 (Bank of America LOC)
 4.90%, 01/07/96              10,900         10,900
Los Angeles, California
 Multi Family Housing
 Revenue Bonds (Poinsettia
 Apartments Project) Series
 1989A/(Dai-Ichi Kangyo
 Bank LOC)
 5.35%, 01/07/96               9,600          9,600
Marin County, California
 Housing Authority
 Multi Family Housing
 Revenue Bonds
 (Crest Marin II
 Apartments Project)
 Series 1989A/
 (Dai-Ichi Kangyo
 Bank LOC)
 5.45%, 01/07/96               7,200          7,200
</TABLE>


F-62
<PAGE>   110
 
SchwabFunds(R)                                                                 6
- --------------------------------------------------------------------------------
SCHWAB CALIFORNIA TAX-EXEMPT MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
Modesto, California
 High School District and
 Modesto City School
 District Certificates of
 Participation (Capital
 Facilities Project) Series
 1991/(Mitsubishi Bank LOC)
 5.00%, 01/07/96              $3,700         $3,700
Monterey County, California
 Financing Authority
 Revenue Bonds (Reclamation
 & Distribution Projects)/
 (Dai-Ichi Kangyo
 Bank LOC)
 5.30%, 01/07/96               5,000          5,000
Moorpark, California Multi
 Family Housing Revenue
 Refunding Bonds (Le Club
 Apartments Project) Series
 A/(Citibank LOC)
 4.80%, 01/07/96               6,000          6,000
Oakland, California
 Economic Development
 Revenue Refunding Bonds
 (Leamington Hotel Project)
 Series 1994A/ (First
 Interstate Bank of
 California LOC)
 4.90%, 01/07/96               4,250          4,250
Oakland, California Health
 Facilities Revenue Bonds
 Certificates of
 Participation (Children's
 Hospital Project) Series
 1988A/ (Banque Nationale
 de Paris LOC)
 4.95%, 01/07/96               3,300          3,300
Ontario, California
 Redevelopment Agency Multi
 Family Housing Revenue
 Refunding Bonds Series
 1991A/(FHLB LOC)
 4.80%, 01/07/96               4,492          4,492
Orange County, California
 Apartment Development
 Revenue Refunding Bonds
 (Jess L. Frost Project)
 Series 1985B/
 (Wells Fargo Bank LOC)
 5.40%, 01/07/96               8,200          8,200
Orange County, California
 Certificates of
 Participation (Florence
 Crittenton Services
 Project) Series 1990/
 (Swiss Bank LOC)
 5.00%, 01/07/96               6,900          6,900
Orange County, California
 Municipal Water District
 Water Facilities Corp.
 Certificates of
 Participation/
 (Barclays Bank &
 National Westminster
 Bank LOC)
 5.20%, 01/07/96              31,225         31,225
Orange County, California
 Various Sanitation
 Districts Certificates of
 Participation (Capital
 Improvement Programs)
 Series 1990-92C/
 (FGIC Insurance &
 FGIC SPA)
 6.00%, 01/01/96               7,800          7,800
Orange County, California
 Various Sanitation
 Districts Certificates of
 Participation Series
 1990-92A/(National Westminster
 Bank LOC)
 5.90%, 01/01/96              12,500         12,500
Orange County, California
 Water District
 Certificates of
 Participation Sanitation
 Districts #1,2,3/
 (AMBAC Insurance &
 Industrial Bank of
 Japan SBPA)
 5.05%, 01/07/96              11,600         11,600
Panama Buena Vista,
 California Unified School
 District Certificates of
 Participation (1994
 Capital Improvement
 Financing Project)/(Bank
 of California LOC)
 5.45%, 01/07/96               4,000          4,000
Riverside County,
 California Certificates of
 Participation (Riverside
 County Public Facility Project)
 Series 1985A/
 (Sanwa Bank LOC)
 4.80%, 01/07/96               8,800          8,800
Riverside County,
 California Certificates of
 Participation (Riverside
 County Public Facility Project)
 Series 1985B/
 (Sanwa Bank LOC)
 5.00%, 01/07/96                 100            100
Riverside County,
 California Certificates of
 Participation (Riverside
 County Public Facility Project)
 Series 1985C/
 (Sanwa Bank LOC)
 5.00%, 01/07/96               5,600          5,600
</TABLE>


F-63
<PAGE>   111
 
SchwabFunds(R)                                                                 7
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
Riverside County,
 California Housing
 Authority Multi Family
 Housing Revenue Bonds
 (Briarwood Apartment
 Project) Series 1985C/
 (FHLB LOC)
 5.15%, 01/07/96             $ 4,500        $ 4,500
Riverside County,
 California
 Industrial Development
 Authority Revenue Bonds
 (Cryogenic Project) Series
 1989B-1/ (Rabobank
 Nederland N.V. LOC)
 5.05%, 01/07/96               4,100          4,100
Sacramento County,
 California Certificates of
 Participation
 (Administration
 Center & Court House
 Project)/(Union Bank of
 Switzerland LOC)
 4.75%, 01/07/96              28,200         28,200
Salinas, California
 Apartment Development
 Multi Family Housing
 Revenue Bonds (Mariner
 Villa Project) Series
 1985B/(Bank of America LOC)
 4.80%, 01/07/96               2,725          2,725
San Bernardino County,
 California Certificates of
 Participation (Glen Helen
 Blockbuster Project)
 Series 1994C/
 (Mitsubishi Bank LOC)
 5.50%, 01/07/96               7,255          7,255
San Bernardino County,
 California Multi Family
 Housing Revenue Bonds
 (Western Properties
 Project IV) Series 1985/
 (Bank of America LOC)
 4.55%, 01/07/96               1,100          1,100
San Francisco, California
 City and County
 Redevelopment Agency Multi
 Family Revenue Bonds
 (Fillmore Center Project)
 Series A-1/ (Citibank LOC)
 5.30%, 01/07/96              26,500         26,500
San Francisco, California
 City and County
 Redevelopment Agency Multi
 Family Revenue Bonds
 (Fillmore Center Project)
 Series A-2/ (Citibank LOC)
 5.30%, 01/07/96               3,750          3,750
San Francisco, California
 City and County
 Redevelopment Agency Multi
 Family Revenue Bonds
 (Fillmore Center Project)
 Series B-2/
 (Bank of Nova Scotia LOC)
 5.15%, 01/07/96              13,100         13,100
San Francisco, California
 City and County
 Redevelopment Agency Multi
 Family Revenue Bonds
 (Rincon Center Apartments) 
 Series 1985B/(Citibank LOC)
 5.30%, 01/07/96               5,705          5,705
San Francisco, California
 Housing Authority Multi
 Family Housing Revenue
 Bonds (737 Post Project)
 Series 1985D/
 (Banque Nationale de
 Paris LOC)
 4.95%, 01/07/96              16,800         16,800
San Jose/Santa Clara,
 California Water Financing
 Authority Sewer Revenue
 Bonds Series B/
 (AMBAC Insurance &
 Bank of Nova Scotia LOC)
 4.75%, 01/07/96               7,600          7,600
San Mateo County,
 California Certificates of
 Participation (Capital
 Projects) Series 1985B/
 (Swiss Bank LOC)
 4.75%, 01/07/96               3,145          3,145
Santa Clara County,
 California El Camino
 Hospital District Hospital
 Facility Authority Revenue
 Bonds (Valley Medical
 Center Project) Series
 1985A/(National
 Westminster Bank LOC)
 4.85%, 01/07/96               7,900          7,900
Santa Clara County,
 California El Camino
 Hospital District Hospital
 Facility Authority Revenue
 Bonds (Valley Medical
 Center Project) Series
 1985B/(National
 Westminster Bank LOC)
 4.85%, 01/07/96               8,100          8,100
Santa Clara, California
 Electric Revenue Bonds
 Series 1985A/(National
 Westminster Bank LOC)
 4.90%, 01/07/96              13,300         13,300
Santa Clara, California
 Electric Revenue Bonds
 Series 1985B/(National
 Westminster Bank LOC)
 4.90%, 01/07/96              12,100         12,100
Santa Clara, California
 Electric Revenue Bonds
 Series 1985C/(National
 Westminster Bank LOC)
 4.90%, 01/07/96               8,800          8,800
</TABLE>


F-64
<PAGE>   112
 
SchwabFunds(R)                                                                 8
- --------------------------------------------------------------------------------
SCHWAB CALIFORNIA TAX-EXEMPT MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
Santa Cruz County,
 California Housing
 Authority Multi Family
 Housing Revenue Bonds
 (Paloma del Mar Apartments
 Project) Series 1992A/
 (Bank of Tokyo LOC)
 5.20%, 01/07/96             $ 7,700        $ 7,700
Simi Valley, California
 Multi Family Housing
 Certificates of
 Participation
 (Lincoln Wood
 Ranch Project)/ (Sumitomo
 Bank LOC)
 5.30%, 01/07/96               5,600          5,600
South San Francisco,
 California Multi Family
 Revenue Bonds
 (Magnolia Plaza Apartments
 Project) Series A/
 (Wells Fargo Bank LOC)
 5.35%, 01/07/96               4,500          4,500
Southern California Public
 Power Authority
 Transmission Revenue Bonds
 (Southern Transmission
 Project) Series 1991/
 (AMBAC Insurance &
 Swiss Bank SBPA)
 4.75%, 01/07/96              21,000         21,000
Vallejo, California
 Commercial Development
 Revenue Bonds
 (Vallejo Center
 Association Project)
 Series 1994A/
 (Bank of Tokyo LOC)
 5.35%, 01/07/96                 900            900
Victor, California
 Elementary School District
 Certificates of
 Participation
 (School Construction
 Financing Project)/(National
 Westminster Bank LOC)
 5.30%, 01/07/96               4,000          4,000
Visalia, California
 Public Building Authority
 Certificates of
 Participation
 (Convention Center
 Expansion Project) 
 Series 1991/
 (Bank of California LOC)
 5.35%, 01/07/96               1,000          1,000
                                            -------
TOTAL VARIABLE RATE OBLIGATIONS
 (Cost $874,397)                            874,397

VARIABLE RATE TENDER
 OPTION BONDS--0.2%(a)
Southern California Rapid
 Transit District,
 California Certificates of
 Participation Short Mode
 Tender Option Bonds
 (BT-9)/(MBIA Insurance &
 Bankers Trust
 Tender Option)
 3.00%, 01/07/96               4,200          4,200
                                            -------
TOTAL VARIABLE RATE TENDER
 OPTION BONDS (Cost $4,200)                   4,200
                                            -------
VARIABLE RATE TENDER
 OPTION BOND PARTNERSHIPS--5.4%(a)(c)
California State Department
 of Water Resources Revenue
 Bonds (Central Valley
 Project) Series J3
 Tender Option Bond
 Partnership (BTP-141)/
 (Bankers Trust
 Tender Option)
 5.15%, 01/07/96               5,155          5,155
California State Revenue
 Anticipation Warrants
 Series 1994C Tender
 Option Bond Partnership
 (BTP-150)/(Multiple
 Credit Enhancements &
 Bankers Trust
 Tender Option)
 5.30%, 01/07/96              10,000         10,000
California State Revenue
 Anticipation Warrants
 Series C Tender Option
 Bond Partnership
 (BTP-96)/(Multiple
 Credit Enhancements &
 Bankers Trust
 Tender Option)
 5.30%, 01/07/96              18,465         18,465
Los Angeles County,
 California Transportation
 Commission Sales Tax
 Revenue Tender Option
 Bond Partnership
 (BTP-146)/(Bankers
 Trust Tender Option &
 Escrowed to Maturity with
 Government Securities)
 5.15%, 01/07/96              23,078         23,078
Los Angeles, California
 Department of Water &
 Power Electric Plant
 Revenue Refunding Bonds
 Series 1994 Tender Option
 Bond Partnership
 (BTP-68)/(Automatic
 Data Processing, Inc.
 Tender Option)
 4.37%, 01/07/96               5,195          5,195
</TABLE>


F-65
<PAGE>   113
 
SchwabFunds(R)                                                                 9
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
Metropolitan Water District
 of Southern California
 Waterworks General
 Obligation Revenue
 Refunding Bonds Series
 1993A1 and
 1993A2 Tender Option
 Bond Partnership
 (BTP-115)/
 (Bankers Trust
 Tender Option)
 5.15%, 01/07/96             $10,145        $10,145
San Diego County,
 California Regional
 Transportation Commission
 Sales Tax Tender Option
 Bonds Partnership
 (BTP-135)/
 (FGIC Insurance &
 Bankers Trust
 Tender Option)
 3.00%, 01/07/96               2,000          2,000
Southern California Public
 Power Authority Power
 Project Class A
 Tender Option
 Bond Partnership (BTP-90)/
 (MBIA Insurance &
 Bankers Trust
 Tender Option)
 3.00%, 01/07/96               8,290          8,290
Southern California Rapid
 Transit District
 Certificates of
 Participation (Workers
 Compensation Funding
 Program) Tender Option
 Bond Partnership
 (BTP-163)/
 (MBIA Insurance &
 Bankers Trust
 Tender Option)
 3.00%, 01/07/96               8,710          8,710
                                             ------
TOTAL VARIABLE RATE TENDER OPTION
 BOND PARTNERSHIPS
 (Cost $91,038)                              91,038
                                             ------
CERTIFICATES OF PARTICIPATION--2.0%(b)
Desert Sands, California
 Unified School District
 Certificates of
 Participation (Measure O
 Project) Series B/
 (Escrowed to Maturity with
 Government Securities)
 2.60%, 03/01/96              10,000         10,257
San Jose, California
 Certificates of
 Participation
 (Convention Center Project)/
 (Escrowed to Maturity with
 Government Securities)
 3.73%, 09/01/96              12,500         13,080
San Mateo, California
 Redevelopment Agency
 Certificates of
 Participation Revenue
 Refunding Bonds (Bridge
 and Water
 Pumping Station)/
 (Escrowed to Maturity with
 Government Securities)
 3.67%, 08/01/96               9,305          9,721
                                            -------
TOTAL CERTIFICATES OF PARTICIPATION
 (Cost $33,058)                              33,058
                                             ------
REVENUE ANTICIPATION WARRANTS--2.2%(b)
California State Revenue
 Anticipation Warrants
 Series C/(FGIC Insurance)
 4.61%, 04/25/96              35,900         36,099
                                             ------
TOTAL REVENUE ANTICIPATION WARRANTS
 (Cost $36,099)                              36,099
                                             ------
REVENUE BONDS--0.3%(b)
Santa Clara Valley Water
 District, California
 Revenue Refunding Bonds/
 (Escrowed to Maturity with
 Government Securities)
 3.55%, 06/01/96               1,000          1,009
Southern California Public
 Power Authority Revenue
 Bonds (Southern California
 Public Power
 Transmission Project)/
 (Escrowed to Maturity with
 Government Securities)
 3.50%, 07/01/96               3,575          3,756
                                             ------
TOTAL REVENUE BONDS
 (Cost $4,765)                                4,765
                                             ------
SPECIAL TAX BONDS--0.1%(b)
South Poway, California
 Community Facility
 District No. 1 Special Tax
 (Pomerado Business Park)
 Series 1985A/
 (Escrowed to Maturity with
 Government Securities)
 3.80%, 03/02/96               1,000          1,039
                                             ------
TOTAL SPECIAL TAX BONDS
 (Cost $1,039)                                1,039
                                             ------
</TABLE>


F-66
<PAGE>   114
 
SchwabFunds(R)                                                                10
- --------------------------------------------------------------------------------
SCHWAB CALIFORNIA TAX-EXEMPT MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
TAX AND REVENUE
 ANTICIPATION
 NOTES--17.3%(b)
Berkeley, California
 Tax and Revenue
 Anticipation Notes
 Series 1995-1996
 3.95%, 07/17/96             $10,500        $10,543
California School Cash
 Reserve Program Authority
 Pooled Tax and Revenue
 Anticipation Notes Series
 1995A/(MBIA Insurance)
 3.95%, 07/03/96               2,800          2,811
 3.86%, 07/03/96              25,000         25,102
 3.85%, 07/03/96                 225            226
 3.75%, 07/03/96              40,000         40,194
Desert Sands, California
 Unified School District
 Tax and Revenue
 Anticipation Notes
 Series 1995-96
 4.00%, 07/05/96              10,000         10,024
East Side Unified High
 School District
 Santa Clara County
 California Tax and Revenue
 Anticipation Notes
 4.00%, 10/10/96               8,000          8,030
Elk Grove, California
 Unified School District
 Tax and Revenue
 Anticipation Notes
 Series 1995-96
 4.00%, 07/31/96              10,400         10,429
Fremont, California
 Unified School District
 Tax and Revenue
 Anticipation Notes
 Series 1995-96
 3.95%, 07/11/96              13,000         13,034
Fresno, California
 Tax and Revenue
 Anticipation Notes
 Series 1995-96
 4.00%, 06/28/96              19,900         19,947
Livermore, California
 Tax and Revenue
 Anticipation Notes
 Series 1995-96
 4.00%, 07/10/96               4,600          4,612
Los Angeles County,
 California Tax and Revenue
 Anticipation Notes Series
 1995-96/(Multiple Credit
 Enhancements)
 3.87%, 07/01/96               7,260          7,281
 3.82%, 07/01/96              10,000         10,031
 3.80%, 07/01/96               1,000          1,003
 3.70%, 07/01/96               5,000          5,018
 3.68%, 07/01/96              10,000         10,037
Marin County, California
 Tax and Revenue
 Anticipation Notes
 Series 1995-96
 3.85%, 07/03/96              37,000         37,161
Mountain View, California
 School District
 Tax and Revenue
 Anticipation Notes
 Series 1995-96
 4.00%, 07/05/96               2,000          2,005
Mountain View/Los Altos,
 California Unified
 High School District
 Tax and Revenue
 Anticipation Notes
 Series 1995-96
 4.00%, 07/05/96               4,200          4,210
Oxnard, California Unified
 High School District
 (Ventura County)
 Tax and Revenue
 Anticipation Notes
 Series 1995-96
 3.90%, 10/11/96               5,500          5,535
San Diego County,
 California Tax and Revenue
 Anticipation Notes
 3.76%, 09/30/96               2,000          2,011
San Francisco, California
 Unified School District
 Tax and Revenue
 Anticipation Notes
 Series 1995-96
 3.89%, 07/25/96              40,000         40,131
Santa Rosa, California
 High School District
 Tax and Revenue
 Anticipation Notes
 Series 1995-96
 3.95%, 09/27/96              10,000         10,057
Sutter County, California
 Office of Education
 Tax and Revenue
 Anticipation Notes
 Series 1995-96
 4.05%, 09/14/96              10,000         10,030
                                            -------
TOTAL TAX AND REVENUE ANTICIPATION
 NOTES
 (Cost $289,462)                            289,462
                                            -------
TAX-EXEMPT COMMERCIAL PAPER--20.3%(b)
California Pollution
 Control Financing
 Authority Pollution
 Control Revenue Bonds
 (Pacific Gas & Electric)
 Series 1988A/
 (Swiss Bank LOC)
 3.75%, 01/11/96               6,200          6,200
 3.75%, 02/07/96               5,000          5,000
 3.65%, 02/08/96               3,975          3,975
California Pollution
 Control Financing
 Authority Pollution
 Control Revenue Bonds
 (Pacific Gas & Electric)
 Series 1988B/
 (Sumitomo Bank LOC)
 3.65%, 02/08/96              58,700         58,700
 3.60%, 03/07/96              17,600         17,600
</TABLE>


F-67
<PAGE>   115
 
SchwabFunds(R)                                                                11
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               Par         Value
                             -------     ----------
<S>                          <C>         <C>
California Pollution
 Control Financing
 Authority Pollution
 Control Revenue Bonds
 (Pacific Gas & Electric)
 Series 1988C/
 (Credit Suisse LOC)
 3.70%, 01/10/96             $ 5,500        $ 5,500
 3.75%, 02/07/96               1,000          1,000
 3.70%, 02/07/96               6,800          6,800
California Pollution
 Control Financing
 Authority Pollution
 Control Revenue Bonds
 (Pacific Gas & Electric)
 Series 1988D/
 (Bank of Tokyo LOC)
 3.95%, 01/10/96               4,350          4,350
 3.60%, 02/08/96               3,495          3,495
California Pollution
 Control Financing
 Authority Pollution
 Control Revenue Bonds
 (Pacific Gas & Electric)
 Series 1988F/
 (Banque Nationale de Paris
 LOC)
 4.25%, 01/09/96              10,000         10,000
California Pollution
 Control Financing
 Authority Pollution
 Control Revenue Bonds
 (Southern California
 Edison)
 Series 1985A
 3.65%, 02/07/96                 900            900
 3.65%, 02/08/96              12,000         12,000
California Pollution
 Control Financing
 Authority Pollution
 Control Revenue Bonds
 (Southern California
 Edison)
 Series 1985B
 3.65%, 02/07/96                 800            800
 3.65%, 02/08/96              14,000         14,000
California Pollution
 Control Financing
 Authority
 Solid Waste Disposal
 Revenue Bonds
 (Thermal Energy
 Development LP) Series
 1988A/(National
 Westminster Bank LOC)
 3.55%, 02/08/96              35,000         35,000
East Bay Municipal Utility
 District, California
 (Wastewater Systems)
 Tax-Exempt Commercial
 Paper/(National
 Westminster Bank LOC)
 3.65%, 01/12/96              10,700         10,700
Long Beach, California
 Harbor Revenue Commercial
 Paper Notes Series
 1994A/(Multiple Credit
 Enhancements)
 3.50%, 02/06/96              20,000         20,000
 3.45%, 02/09/96               4,000          4,000
Los Angeles County,
 California Department of
 Water and Power Electric
 Plant Short Term
 Revenue Bonds
 3.65%, 01/12/96               7,000          7,000
Los Angeles County,
 California Transportation
 Commission Second
 Subordinate Sales Tax
 Revenue Bonds
 Series A/(Multiple
 Credit Enhancements)
 3.75%, 01/11/96               6,100          6,100
Los Angeles, California
 Wastewater System Tax-
 Exempt Commercial Paper
 3.65%, 01/12/96              10,000         10,000
Metropolitan Water District
 of Southern California
 Tax-Exempt Commercial
 Paper
 3.75%, 02/21/96              10,000         10,000
Orange County, California
 Local Transportation
 Authority Sales Tax
 Revenue Commercial Paper
 Notes/(Industrial Bank of
 Japan LOC)
 3.75%, 01/11/96               8,000          8,000
 3.70%, 01/11/96               3,000          3,000
 3.65%, 02/08/96              52,200         52,200
Sacramento, California
 Municipal Utility District
 Tax-Exempt Commercial
 Paper Series I/
 (Bank of America &
 Morgan Guaranty
 Trust LOC)
 3.75%, 02/08/96               2,133          2,133
West and Central Basin
 Financing Authority
 West Basin
 Municipal Water District
 Tax-Exempt Commercial
 Paper Notes/
 (Toronto-Dominion Bank LOC)
 3.75%, 01/24/96               7,500          7,500
 3.50%, 02/09/96              14,000         14,000
                                         ----------
TOTAL TAX-EXEMPT COMMERCIAL PAPER
 (Cost $339,953)                            339,953
                                         ----------
TOTAL INVESTMENTS--100.0%
 (Cost $1,674,011)                       $1,674,011
                                         ==========
</TABLE>
 
               See accompanying Notes to Schedule of Investments.


F-68
<PAGE>   116
 
SchwabFunds(R)                                                                12
- --------------------------------------------------------------------------------
SCHWAB CALIFORNIA TAX-EXEMPT MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
 
NOTES TO SCHEDULE OF INVESTMENTS.
 
     For each security, cost (for financial reporting and federal income tax
     purposes) and carrying value are the same.
 
     (a) Variable rate securities. Interest rates vary periodically based on
         current market rates. Rates shown are the effective rates on December
         31, 1995. Dates shown represent the latter of the demand date or next
         interest rate change date, which is considered the maturity date for
         financial reporting purposes. For variable rate securities without
         demand features, the next interest reset date is shown.
 
     (b) Interest rates represent effective yield to put or call date at time of
         purchase.
 
     (c) Certain securities purchased by the Fund are private placement
         securities exempt from registration by Section 4(2) of the Securities
         Act of 1933. These securities generally are issued to institutional
         investors, such as the Schwab California Tax-Exempt Money Fund. Any
         resale by the Fund must be in an exempt transaction, normally to a
         qualified institutional buyer. At December 31, 1995, the aggregate
         value of private placement securities held by the Fund was $91,038,000
         which represented 5.40% of net assets. All of these private placement
         securities were determined by the Investment Manager to be liquid in
         accordance with procedures adopted by the Board of Trustees.

<TABLE>
<CAPTION> 
Abbreviations
- --------------
     <S>       <C>
     AMBAC     AMBAC Indemnity Corporation
     FGIC      Financial Guaranty Insurance Company
     FHLB      Federal Home Loan Bank
     FNMA      Federal National Mortgage Association
     FSA       Financial Security Assurance
     LOC       Letter of Credit
     MBIA      Municipal Bond Investors Assurance Corporation
     SBPA      Standby Purchase Agreement
     SPA       Securities Purchase Agreement
</TABLE>
 
                See accompanying Notes to Financial Statements.

F-69
<PAGE>   117
 
SchwabFunds(R)                                                                13
- --------------------------------------------------------------------------------
SCHWAB CALIFORNIA TAX-EXEMPT MONEY FUND
STATEMENT OF ASSETS AND LIABILITIES (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                             <C>
ASSETS
Investments, at value (Cost: $1,674,011)                        $1,674,011
Cash                                                                    38
Interest receivable                                                 14,817
Receivable for fund shares sold                                      4,914
Prepaid expenses                                                       162
                                                                ----------
     Total assets                                                1,693,942
                                                                ----------
LIABILITIES
Payable for:
  Dividends                                                          6,832
  Fund shares redeemed                                                 485
  Investment advisory and administration fee                           267
  Transfer agency and shareholder service fees                         536
  Other                                                                119
                                                                ----------
     Total liabilities                                               8,239
                                                                ----------
Net assets applicable to outstanding shares                     $1,685,703
                                                                ==========
NET ASSETS CONSIST OF:
  Capital paid in                                               $1,686,367
  Accumulated net realized loss on investments sold                   (664)
                                                                ----------
                                                                $1,685,703
                                                                ==========
THE PRICING OF SHARES
  1,578,359 outstanding Sweep Shares and
     108,008 outstanding Value Advantage Shares,
     $0.00001 par value (unlimited shares authorized)            1,686,367
  Net asset value, offering and redemption price per each
     Sweep Share and Value Advantage Share                           $1.00
</TABLE>
 
                See accompanying Notes to Financial Statements.


F-70
<PAGE>   118
 
SchwabFunds(R)                                                                14
- --------------------------------------------------------------------------------
SCHWAB CALIFORNIA TAX-EXEMPT MONEY FUND
STATEMENT OF OPERATIONS (in thousands)
For the year ended December 31, 1995
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                               <C>
Interest income                                                   $55,134
                                                                  -------
Expenses:
  Investment advisory and administration fee                        6,445
  Transfer agency and shareholder service fees:
     Sweep Shares                                                   6,469
     Value Advantage Shares                                            31
  Custodian fees                                                      244
  Registration fees                                                   207
  Professional fees                                                   103
  Shareholder reports                                                  64
  Trustees' fees                                                        9
  Amortization of deferred organization costs and
     other prepaid expenses                                            50
  Insurance and other expenses                                         75
                                                                  -------
                                                                   13,697
Less expenses reduced and absorbed                                 (4,297)
                                                                  -------
  Total expenses incurred by Fund                                   9,400
                                                                  -------
Net investment income                                              45,734
Net realized gain on investments sold                                   8
                                                                  -------
Increase in net assets resulting from operations                  $45,742
                                                                  =======
</TABLE>
 
                See accompanying Notes to Financial Statements.


F-71
<PAGE>   119
 
SchwabFunds(R)                                                                15
- --------------------------------------------------------------------------------
SCHWAB CALIFORNIA TAX-EXEMPT MONEY FUND
STATEMENT OF CHANGES IN NET ASSETS (in thousands)
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                   For the year ended
                                                      December 31,
                                                  1995            1994
                                               -----------     -----------
<S>                                            <C>             <C>
Operations:
  Net investment income                        $    45,734     $    27,608
  Net realized gain (loss) on
     investments sold                                    8            (600)
                                               -----------     -----------
  Increase in net assets resulting
     from operations                                45,742          27,008
                                               -----------     -----------
Dividends to shareholders from
  net investment income:
     Sweep Shares                                  (45,302)        (27,608)
     Value Advantage Shares                           (432)             --
                                               -----------     -----------
  Total dividends to shareholders                  (45,734)        (27,608)
                                               -----------     -----------
Capital share transactions (dollar amounts
  and number of shares are the same):
  Proceeds from shares sold                      4,383,313       3,435,641
  Net asset value of shares issued in
     reinvestment of dividends                      43,226          24,116
  Less payments for shares redeemed             (4,034,727)     (3,227,316)
                                               -----------     -----------
  Increase in net assets from capital
     share transactions                            391,812         232,441
                                               -----------     -----------
Total increase in net assets                       391,820         231,841
Net Assets:
  Beginning of period                            1,293,883       1,062,042
                                               -----------     -----------
  End of period                                $ 1,685,703     $ 1,293,883
                                               ===========     ===========
</TABLE>
 
                See accompanying Notes to Financial Statements.


F-72
<PAGE>   120
 
SchwabFunds(R)                                                                16
- --------------------------------------------------------------------------------
SCHWAB CALIFORNIA TAX-EXEMPT MONEY FUND
NOTES TO FINANCIAL STATEMENTS
For the year ended December 31, 1995
- --------------------------------------------------------------------------------
1. DESCRIPTION OF THE FUND
 
The Schwab California Tax-Exempt Money Fund (the "Fund") is a series of The
Charles Schwab Family of Funds (the "Trust"), an open-end, management investment
company organized as a Massachusetts business trust on October 20, 1989 and
registered under the Investment Company Act of 1940, as amended.
 
The Board of Trustees of the Trust adopted a multiple class plan for the Fund on
May 9, 1995. Commencing October 3, 1995, the Fund began offering more than one
class of shares. Pursuant to the plan, the existing shares were redesignated as
Sweep Shares ("Sweep Shares"), and a new class of shares was added -- the Value
Advantage Shares ("Value Advantage Shares"). Both classes represent interests in
the same portfolio of investments of the Fund and are substantially the same in
all respects except that the classes are subject to different transfer agency
and shareholder service fees (see Note 3), investment minimums and certain other
expenses.
 
In addition to the Fund, the Trust also offers -- the Schwab Money Market Fund,
the Schwab Government Money Fund, the Schwab U.S. Treasury Money Fund, the
Schwab Tax-Exempt Money Fund (Sweep and Value Advantage Shares), the Schwab New
York Tax-Exempt Money Fund (Sweep and Value Advantage Shares), the Schwab Value
Advantage Money Fund(R), the Schwab Institutional Advantage Money Fund(TM) and
the Schwab Retirement Money Fund(R). The assets of each series are segregated
and accounted for separately.
 
The Schwab California Tax-Exempt Money Fund, which is not "diversified" within
the meaning of the Investment Company Act of 1940, as amended, invests in a
portfolio of debt obligations issued by or on behalf of California and other
states, territories and possessions of the United States and the District of
Columbia and their political subdivisions, agencies and instrumentalities that
generate interest exempt from federal income tax and State of California
personal income tax.
 
2. SIGNIFICANT ACCOUNTING POLICIES
 
The following significant accounting policies are in conformity with generally
accepted accounting principles for investment companies. The preparation of
financial statements in accordance with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts and disclosures in the financial statements. Actual results could differ
from those estimates.
 
Security valuation -- Investments are stated at amortized cost which
approximates market value.
 
Security transactions -- Security transactions are accounted for on a trade date
basis (date the order to buy or sell is executed).
 
Dividends to shareholders -- The Fund declares a daily dividend, equal to its
net investment income for that day, payable monthly. Dividends paid by the Fund
with respect to each class of shares are calculated in the same manner, at the
same time, and will be in the same amount except for the effect of expenses that
may be applied differently, as described below.


F-73
<PAGE>   121
 
SchwabFunds(R)                                                                17
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
 
Deferred organization costs -- Costs incurred in connection with the
organization of the Fund and its initial registration with the Securities and
Exchange Commission and with various states are amortized on a straight-line
basis over a five-year period from the Fund's commencement of operations.
 
Expenses -- Expenses arising in connection with the Fund are charged directly to
the Fund. Expenses common to all series of the Trust are allocated to each
series in proportion to their relative net assets. Expenses attributable to both
classes of shares are allocated daily to each class based on the value of
settled shares outstanding of each respective class. Transfer agency,
shareholder service fees and certain other expenses which are class specific are
calculated daily at the class level.
 
Interest income and realized gains (losses) -- Interest income is recorded on
the accrual basis and includes amortization of premium on investments. Realized
gains and losses from security transactions are determined on an identified cost
basis. Income and realized gains (losses) are allocated daily to each class of
shares based on the value of settled shares outstanding of each respective
class.
 
Federal income taxes -- It is the Fund's policy to meet the requirements of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its net investment income and realized net capital gains, if
any, to shareholders. Therefore, no federal income tax provision is required.
The Fund is considered a separate entity for tax purposes.
 
3. TRANSACTIONS WITH AFFILIATES
 
Investment advisory and administration agreements -- The Trust has investment
advisory and administration agreements with Charles Schwab Investment
Management, Inc. (the "Investment Manager"). For advisory services and
facilities furnished, the Fund pays an annual fee, payable monthly, of .46% of
the first $1 billion of average daily net assets, .41% of such assets over $1
billion, and .40% of such assets in excess of $2 billion. Under these
agreements, the Fund incurred investment advisory and administration fees of
$6,445,000 for the year ended December 31, 1995, before the Investment Manager
reduced its fee (see Note 4).
 
Transfer agency and shareholder service agreements -- The Trust has transfer
agency and shareholder service agreements with Charles Schwab & Co., Inc.
("Schwab"). For services provided under these agreements, Schwab receives an
annual fee, payable monthly, of .45% and .25% of average daily net assets of the
Sweep Shares and Value Advantage Shares, respectively. For the year ended
December 31, 1995, the Fund incurred transfer agency and shareholder service
fees of $6,469,000 and $31,000 for the Sweep Shares and Value Advantage Shares,
respectively, before Schwab reduced its fees (see Note 4).
 
Officers and trustees -- Certain officers and trustees of the Trust are also
officers or directors of the Investment Manager and/or Schwab. During the year
ended December 31, 1995, the Trust made no direct payments to its officers or
trustees who are "interested persons" within the meaning of the Investment
Company Act of 1940, as amended. The Fund incurred fees of $9,000 related to the
Trust's unaffiliated trustees.


F-74
<PAGE>   122
 
SchwabFunds(R)                                                                18
- --------------------------------------------------------------------------------
SCHWAB CALIFORNIA TAX-EXEMPT MONEY FUND
NOTES TO FINANCIAL STATEMENTS
For the year ended December 31, 1995
- --------------------------------------------------------------------------------
 
4. EXPENSES REDUCED AND ABSORBED BY THE INVESTMENT MANAGER AND SCHWAB
 
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. For the year ended December 31, 1995, the total of such fees
and expenses reduced and absorbed by the Investment Manager were $3,707,000 and
the total of such fees reduced by Schwab was $590,000.
 
5. INVESTMENT TRANSACTIONS
 
Purchases, sales and maturities of investment securities during the year ended
December 31, 1995, aggregated (in thousands) $3,297,957 and $2,925,680,
respectively.
 
6. CAPITAL SHARE TRANSACTIONS
 
The Fund offers two classes of shares: Sweep Shares and Value Advantage Shares.
Shares of each class represent interests in the same portfolio of investments of
the Fund. Transactions in capital shares were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                 Year ended December 31,
                                                               1995*                 1994
                                                            -----------           -----------
<S>                                                         <C>                   <C>
Proceeds from shares sold:
  Sweep Shares                                              $ 4,257,465           $ 3,435,641
  Value Advantage Shares                                        125,848                    --
                                                            -----------           -----------
    Total proceeds from shares sold                           4,383,313             3,435,641
Net asset value of shares issued in
 reinvestment of dividends:
  Sweep Shares                                                   43,152                24,116
  Value Advantage Shares                                             74                    --
                                                            -----------           -----------
    Total net assets of shares issued in
      reinvestment of dividends                                  43,226                24,116
Less payments for shares redeemed:
  Sweep Shares                                               (4,016,813)           (3,227,316)
  Value Advantage Shares                                        (17,914)                   --
                                                            -----------           -----------
    Total payments for shares redeemed                       (4,034,727)           (3,227,316)
Total increase in net assets from
 capital share transactions                                 $   391,812           $   232,441
                                                            ===========           ===========
</TABLE>
 
* The Value Advantage Shares commenced operations on October 3, 1995.


F-75
<PAGE>   123
 
SchwabFunds(R)                                                                19
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
 
7. FINANCIAL HIGHLIGHTS
 
Per share income and capital changes for a share outstanding throughout the
period:
 
<TABLE>
<CAPTION>
                                     Value
                                   Advantage
                                    Shares
                                 -------------                            Sweep Shares
                                    For the      --------------------------------------------------------------
                                    period
                                     ended       \-------------- For the year ended December 31, -------------\
                                 December 31,                          
                                    1995 1          1995          1994          1993         1992        1991
                                 -------------   --------------------------------------------------------------
<S>                                <C>           <C>           <C>           <C>           <C>         <C>
Net asset value at
 beginning of period                   $1.00          $1.00         $1.00         $1.00       $1.00       $1.00
Income from investment
- ----------------------
 operations
 ----------
 Net investment income                   .01            .03           .02           .02         .02         .04
 Net realized and
   unrealized gain (loss)
   on investments                         --             --            --            --          --          --
                                    --------     ----------    ----------    ----------    --------    --------
 Total from investment operations        .01            .03           .02           .02         .02         .04
Less distributions
- ------------------
 Dividends from net
   investment income                    (.01)          (.03)         (.02)         (.02)       (.02)       (.04)
 Distributions from realized gain
   on investments                         --             --            --            --          --          --
                                    --------     ----------    ----------    ----------    --------    --------
 Total distributions                    (.01)          (.03)         (.02)         (.02)       (.02)       (.04)
                                    --------     ----------    ----------    ----------    --------    --------
Net asset value at
 end of period                         $1.00          $1.00         $1.00         $1.00       $1.00       $1.00
                                    ========     ==========    ==========    ==========    ========    ========
Total return (%)                         .84           3.20          2.26          1.91        2.35        3.77
- ----------------
Ratios/Supplemental data
- ------------------------
 Net assets, end of period (000s)  $ 108,008     $1,577,695    $1,293,883    $1,062,042    $691,176    $494,214
 Ratio of expenses to
   average net assets (%)                .45*           .65           .64           .63         .63         .61
 Ratio of net investment income
   to average net assets (%)            3.48*          3.15          2.25          1.89        2.31        3.70
</TABLE>
 
The Investment Manager and Schwab have 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, with respect to the Value Advantage Shares, 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 would have been 1.04%* and 2.89%*,
respectively. With respect to the Sweep Shares, the ratio of expenses to average
net assets for the periods ended December 31, 1995, 1994, 1993, 1992, and 1991
would have been .94%, .94%, .96%, .97%, and .98%, respectively, and the ratio of
net investment income to average net assets would have been 2.86%, 1.95%, 1.56%,
1.97%, and 3.33%, respectively.
 
1  For the period October 3, 1995 (commencement of operations) to December 31,
   1995.
 
 *  Annualized


F-76
<PAGE>   124
 
SchwabFunds(R)                                                                20
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
To the Board of Trustees
and Shareholders of the Schwab California Tax-Exempt Money Fund
 
In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments, the related statements of operations and of changes
in net assets and the financial highlights present fairly, in all material
respects, the financial position of the Schwab California Tax-Exempt Money Fund
(one of the series constituting The Charles Schwab Family of Funds, hereafter
referred to as the "Trust") at December 31, 1995, the results of its operations
for the year then ended, the changes in its net assets for each of the two years
in the period then ended and the financial highlights for each period presented,
in conformity with generally accepted accounting principles. These financial
statements and financial highlights (hereafter referred to as "financial
statements") are the responsibility of the Trust's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at
December 31, 1995 by correspondence with the custodian, provide a reasonable
basis for the opinion expressed above.
 
/s/ Price Waterhouse LLP
- ------------------------

PRICE WATERHOUSE LLP
San Francisco, California
January 31, 1996


F-77
<PAGE>   125
 
SchwabFunds(R)                                                                 1
- --------------------------------------------------------------------------------
SCHWAB NEW YORK TAX-EXEMPT MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                 Par        Value
                                ------     --------
<S>                             <C>        <C>
VARIABLE RATE
 OBLIGATIONS--59.9%(a)
Albany, New York Industrial
 Development Agency
 Adjustable Revenue Bonds
 (Newkirk Products, Inc.)
 Series 1995A/
 (Fleet Bank of
 New York LOC)
 5.15%, 01/04/96                $1,000       $1,000
Babylon, New York Variable
 Rate General Obligation Bonds
 Series B/(Bank of Nova Scotia
 SBPA &
 AMBAC Insurance)
 4.90%, 01/07/96                 2,000        2,000
Cortland County, New York
 Industrial Development Agency
 Revenue Bonds (General Signal
 Corp. Project) Series 1983/
 (Wachovia Bank LOC)
 4.85%, 01/07/96                 1,750        1,750
Erie County, New York Water
 Authority Revenue Bonds
 Series 1993B/
 Industrial Bank of
 Japan SBPA &
 AMBAC Insurance)
 5.10%, 01/07/96                 1,400        1,400
Franklin County, New York
 Industrial Development Agency
 Revenue Bonds
 (Kes Chateaugay LP
 Project) Series A/
 (Bank of Tokyo LOC)
 5.20%, 01/07/96                 3,000        3,000
Geneva, New York
 Industrial Development
 Agency Civic Facility
 Revenue Bonds
 (Colleges of The Seneca)
 Series 1993A/
 (Sumitomo Bank LOC)
 5.10%, 01/07/96                 2,500        2,500
Monroe County, New York
 Industrial Development Agency
 Revenue Bonds (ENBI Corp.
 Lease Rent Project)
 Series 1988/
 (ABN-AMRO Bank LOC)
 4.95%, 01/07/96                 2,000        2,000
New Rochelle, New York
 Industrial Development
 Authority Revenue Bonds (Chas
 Sadek Import Corp.)/ (Bank of
 New York LOC)
 5.15%, 01/07/96                 5,500        5,500
New York City, New York
 General Obligation
 Bonds Series 1992B/
 (FGIC Insurance)
 5.00%, 01/01/96                   100          100
New York City, New York
 General Obligation
 Bonds Series 1993
 Subseries A-8B/
 (Sanwa Bank LOC)
 5.95%, 01/01/96                   385          385
New York City, New York
 General Obligation
 Bonds Series 1993
 Subseries B-4/(Union
 Bank of Switzerland LOC)
 5.00%, 01/01/96                 1,000        1,000
New York City, New York
 General Obligation
 Bonds Series 1994
 Subseries B-4/(Union
 Bank of Switzerland LOC)
 5.00%, 01/07/96                   700          700
New York City, New York
 General Obligation
 Bonds Series 1994B
 Subseries B-4/
 (MBIA Insurance &
 National Westminster
 Bank SBPA)
 5.90%, 01/01/96                   100          100
New York City, New York
 General Obligation
 Bonds Series 1995B
 Subseries B-2/
 (Bank Austria AG SBPA &
 MBIA Insurance)
 5.90%, 01/01/96                 1,900        1,900
New York City, New York
 Housing Development Corp.
 Mortgage Revenue Multi Family
 Housing Revenue Bonds
 (Columbus Gardens Project)
 Series 1993A/ (Citibank LOC)
 4.75%, 01/07/96                 3,500        3,500
New York City, New York
 Housing Development Corp.
 Variable Rate Demand
 Special Obligation Revenue
 Bonds (East 96th Street
 Project) Series 1990A/
 (Mitsubishi Bank LOC)
 5.10%, 01/07/96                 9,700        9,700
New York City, New York
 Industrial Development Agency
 Floating Rate
 Revenue Bonds
 (White Plains Auto)/
 (Societe Generale LOC)
 5.15%, 01/07/96                   300          300
</TABLE>


F-78
<PAGE>   126
 
SchwabFunds(R)                                                                 2
- --------------------------------------------------------------------------------
SCHWAB NEW YORK TAX-EXEMPT MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                 Par        Value
                                ------     --------
<S>                             <C>        <C>
New York City, New York
 Municipal Water Finance
 Authority Water & Sewer
 System Revenue Bonds
 Series 1994C/
 (FGIC Insurance)
 5.90%, 01/01/96                $1,200       $1,200
New York City, New York
 Municipal Water Finance
 Authority Water & Sewer
 System Revenue Bonds
 Series 1994G/
 (FGIC SPA &
 FGIC Insurance)
 5.90%, 01/01/96                 2,100        2,100
New York City, New York
 Municipal Water Finance
 Authority Water and Sewer
 System Revenue Bonds
 Series 1995A/
 (FGIC Insurance)
 5.50%, 01/01/96                 2,000        2,000
New York City, New York
 Various Rate General
 Obligation Bonds Series
 1995B1 Subseries B-8/
 (Mitsubishi Bank LOC)
 5.35%, 01/07/96                   700          700
New York State Dormitory
 Authority Revenue Bonds
 (Masonic Hall Asylum)/ (AMBAC
 Insurance &
 Credit Local de
 France SBPA)
 4.90%, 01/07/96                 7,000        7,000
New York State Energy Research
 & Development Authority
 Electric Facilities
 Adjustable Rate Revenue Bonds
 (Long Island
 Lighting Co. Project)
 Series 1993A/
 (Toronto-Dominion
 Bank LOC)
 5.00%, 01/07/96                 2,000        2,000
New York State Energy Research
 & Development Authority
 Electric Facilities
 Adjustable Rate Revenue Bonds
 (Long Island
 Lighting Co. Project)
 Series 1993B/
 (Toronto-Dominion
 Bank LOC)
 5.05%, 01/07/96                 6,000        6,000
New York State Energy Research
 & Development Authority
 Pollution Control Refunding
 Revenue Bonds (Orange &
 Rockland Utilities, Inc.
 Project) Series 1994A/ (FGIC
 Insurance &
 Societe Generale SBPA)
 4.90%, 01/07/96                 9,100        9,100
New York State Energy Research
 & Development Authority
 Pollution Control Refunding
 Revenue Bonds/ (Union Bank of
 Switzerland LOC)
 5.30%, 01/07/96                 1,900        1,900
New York State Energy Research
 & Development Authority
 Pollution Control Revenue
 Bonds (Central Hudson Gas &
 Electric Corp. Project)
 Series 1985A/
 (J. P. Morgan Delaware LOC)
 5.00%, 01/07/96                 4,300        4,300
New York State Housing Finance
 Agency Revenue Bonds (East
 84th Street Project)
 Series 1995A/
 (Fleet Bank of
 New York LOC)
 5.10%, 01/07/96                 5,000        5,000
New York State Housing Finance
 Agency Variable Rate Housing
 Revenue Bonds (Hospital
 Special Surgery Staff)
 Series 1985A/
 (Sakura Bank LOC)
 4.70%, 01/07/96                 6,700        6,700
New York State Housing Finance
 Agency Variable Rate Multi
 Family Housing Revenue Bonds
 (Normandie Court II)
 Series 1987A/
 (Bankers Trust Co. LOC)
 4.95%, 01/07/96                 2,900        2,900
New York State Housing Finance
 Agency Variable
 Rate Revenue Bonds
 (Mount Sinai School of
 Medicine) Series 1984A/
 (Sanwa Bank LOC)
 4.70%, 01/07/96                 5,900        5,900
New York State Local
 Government Assistance
 Corp. Revenue Bonds
 Series 1994B/
 (Credit Suisse &
 Swiss Bank LOC)
 4.95%, 01/07/96                 6,900        6,900
New York State Local
 Government Assistance
 Corp. Revenue Bonds
 Series 1995F/(Toronto-
 Dominion Bank LOC)
 5.05%, 01/07/96                 1,900        1,900
New York State Local
 Government Assistance
 Corp. Revenue Bonds
 Series 1995G/(National
 Westminster Bank LOC)
 4.90%, 01/07/96                 1,100        1,100
</TABLE>


F-79
<PAGE>   127
 
SchwabFunds(R)                                                                 3
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                 Par        Value
                                ------     --------
<S>                             <C>        <C>
Niagara County, New York
 Industrial Development Agency
 Revenue Bonds (Allegheny
 Ludlum Steel Company)
 Series 1984/
 (PNC Bank LOC)
 5.00%, 01/07/96                $3,500       $3,500
Niagara Falls, New York Bridge
 Commission Revenue Bonds
 Series 1993A/
 (FGIC Insurance &
 Industrial Bank of
 Japan SBPA)
 5.10%, 01/07/96                 3,400        3,400
Port Authority, New York and
 New Jersey Special Obligation
 Revenue Bonds Series 1993/
 (Deutsche Bank LOC)
 5.10%, 01/07/96                 4,000        4,000
Puerto Rico--Puerto Rico
 Government Development
 Bank Revenue
 Refunding Bonds
 Series 1985/
 (Credit Suisse LOC)
 4.50%, 01/07/96                 5,000        5,000
Schenectady, New York
 Industrial Development Agency
 Industrial Development
 Revenue Bonds (Fortitech
 Holding Corp. Project)
 Series A/
 (Fleet Bank of
 New York LOC)
 5.15%, 01/07/96                 1,500        1,500
St. Lawrence County, New York
 Industrial Development Agency
 Environmental Improvement
 Revenue Bonds
 (Reynolds Metals
 Project) Series 1995/
 (Royal Bank of Canada LOC)
 5.00%, 01/07/96                 4,000        4,000
Triborough Bridge and Tunnel
 Authority, New York Special
 Obligation Bridge Revenue
 Bonds Series 1994/
 (FGIC SPA &
 FGIC Insurance)
 4.90%, 01/07/96                 2,700        2,700
Yonkers, New York Industrial
 Development Agency Civic
 Facilities Revenue Bonds
 (Consumers Union Facility
 Project) Series 1989/
 (Industrial Bank of
 Japan LOC)
 5.30%, 01/07/96                 1,500        1,500
Yonkers, New York Industrial
 Development Agency Civic
 Facilities Revenue Bonds
 (Consumers Union Facility
 Project) Series 1991/
 (Industrial Bank of
 Japan LOC)
 5.30%, 01/07/96                   700          700
Yonkers, New York Industrial
 Development Agency Civic
 Facilities Revenue Bonds
 (Consumers Union Facility
 Project) Series 1994/ (AMBAC
 Insurance &
 Credit Local de
 France SBPA)
 4.95%, 01/07/96                 1,100        1,100
                                            -------
TOTAL VARIABLE RATE OBLIGATIONS (Cost
 $130,935)                                  130,935
                                            -------
VARIABLE RATE TENDER
 OPTION BONDS--1.9%(a)
New York City, New York
 General Obligation Bonds
 (Citi-1I)/(AMBAC Insurance,
 Escrowed to Maturity with
 Government Securities &
 Citibank Tender Option)
 5.29%, 01/07/96                 4,100        4,100
                                            -------
TOTAL VARIABLE RATE TENDER OPTION
 BONDS (Cost $4,100)                          4,100
                                            -------
VARIABLE RATE TENDER
 OPTION BOND
 PARTNERSHIPS--2.5%(a)(c)
New York State Dormitory
 Authority, New York
 University Insured Revenue
 Bonds
 (BTP-26)/(Automatic
 Data Processing, Inc.
 Tender Option &
 MBIA Insurance)
 4.11%, 01/07/96                 5,375        5,375
                                            -------
TOTAL VARIABLE RATE TENDER OPTION BOND
 PARTNERSHIPS
 (Cost $5,375)                                5,375
                                            -------
BOND ANTICIPATION
 NOTES--8.1%(b)
Broome County, New York
 Bond Anticipation Notes
 Series 1995-96
 4.33%, 04/19/96                 3,812        3,819
 3.77%, 04/19/96                 3,000        3,010
Dutchess County, New York Bond
 Anticipation Notes
 Series 1995-96
 3.75%, 08/02/96                 2,825        2,833
Rochester, New York General
 Obligation Bond Anticipation
 Notes Series 1995I
 3.80%, 10/31/96                 5,000        5,018
Schenectady, New York General
 Obligation Bond Anticipation
 Notes Series 1995
 4.63%, 02/16/96                 3,068        3,070
                                            -------
TOTAL BOND ANTICIPATION NOTES (Cost
 $17,750)                                    17,750
                                            -------
</TABLE>


F-80
<PAGE>   128
 
SchwabFunds(R)                                                                 4
- --------------------------------------------------------------------------------
SCHWAB NEW YORK TAX-EXEMPT MONEY FUND
SCHEDULE OF INVESTMENTS (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                 Par        Value
                                ------     --------
<S>                             <C>        <C>
GENERAL
 OBLIGATIONS--0.8%(b)
Buffalo, New York General
 Obligation Revenue Bonds/
 (MBIA Insurance)
 3.50%, 12/01/96                $1,824      $ 1,832
                                             ------
TOTAL GENERAL OBLIGATIONS
 (Cost $1,832)                                1,832
                                             ------
REVENUE BONDS--4.9%(b)
New York State Power Authority
 Revenue and General Purpose
 Bonds Series 1993C
 3.32%, 01/01/97                 1,600        1,600
New York State Urban
 Development Corp.
 Correctional Facilities
 Revenue Bonds/
 (Escrowed to Maturity with
 Government Securities)
 4.80%, 01/01/96                 7,000        7,140
Triborough Bridge and Tunnel
 Authority, New York General
 Purpose Revenue Bonds
 Series 1986-1/
 (Escrowed to Maturity with
 Government Securities)
 4.07%, 01/01/96                 1,000        1,020
Triborough Bridge and Tunnel
 Authority, New York General
 Purpose Revenue Bonds Series
 I/(Escrowed to Maturity
 with Government Securities)
 4.45%, 01/01/96                 1,000        1,020
                                             ------
TOTAL REVENUE BONDS
 (Cost $10,780)                              10,780
                                             ------
TAX ANTICIPATION NOTES--15.3%(b)
East Hampton, New York
 Unified Free School District
 Tax Anticipation Notes
 Series 1995-1996
 3.76%, 06/28/96                 5,000        5,004
Half Hollow Hills Huntington-
 Babylon, New York Centralized
 School District Suffolk
 County Tax and Revenue
 Anticipation Notes
 3.70%, 06/28/96                 5,800        5,815
New York City, New York
 Tax Anticipation Notes
 Series 1995-1996A
 3.80%, 02/15/96                 3,000        3,003
 3.70%, 02/15/96                 5,000        5,005
South Huntington, New York
 Unified Free School District
 Tax Anticipation Notes 
 Series 1995-1996
 3.78%, 06/28/96                 5,000        5,010
 3.60%, 06/28/96                 2,500        2,508
West Islip, New York Unified
 Free School District General
 Obligation Tax Anticipation
 Notes Series 1995
 4.00%, 06/27/96                 5,000        5,018
 3.40%, 06/27/96                 2,000        2,013
                                            -------
TOTAL TAX ANTICIPATION NOTES
 (Cost $33,376)                              33,376
                                            -------
TAX-EXEMPT COMMERCIAL
 PAPER--6.6%(b)
New York City, New York
 General Obligation Bonds
 Fiscal 1994 Series H-4/
 (AMBAC Insurance &
 Kredietbank, N.V. SBPA)
 3.75%, 02/15/96                 1,500        1,500
New York City, New York
 Municipal Water
 Finance Authority/
 (Credit Suisse LOC)
 3.75%, 02/08/96                 7,000        7,000
New York State Dormitory
 Authority Revenue Bonds
 (Memorial Sloan Kettering
 Project) Series 1989C/
 (Chemical Bank LOC)
 3.75%, 02/08/96                 6,000        6,000
                                            -------
TOTAL TAX-EXEMPT COMMERCIAL PAPER
 (Cost $14,500)                              14,500
                                            -------
TOTAL INVESTMENTS--100.0%
 (Cost $218,648)                           $218,648
                                           ========
</TABLE>


F-81
<PAGE>   129
 
SchwabFunds(R)                                                                 5
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
 
NOTES TO SCHEDULE OF INVESTMENTS.
 
     For each security, cost (for financial reporting and federal income tax
     purposes) and carrying value are the same.
 
     (a) Variable rate securities. Interest rates vary periodically based on
         current market rates. Rates shown are the effective rates on December
         31, 1995. Dates shown represent the latter of the demand date or next
         interest rate change date, which is considered the maturity date for
         financial reporting purposes. For variable rate securities without
         demand features, the next interest reset date is shown.
 
     (b) Interest rates represent effective yield to put or call date at time of
         purchase.
 
     (c) Certain securities purchased by the Fund are private placement
         securities exempt from registration by Section 4(2) of the Securities
         Act of 1933. These securities generally are issued to institutional
         investors, such as the Schwab New York Tax-Exempt Money Fund. Any
         resale by the Fund must be in an exempt transaction, normally to a
         qualified institutional buyer. At December 31, 1995, the aggregate
         value of private placement securities held by the Fund was $5,375,000
         which represented 2.44% of net assets. All of these private placement
         securities were determined by the Investment Manager to be liquid in
         accordance with procedures adopted by the Board of Trustees.

<TABLE>
<CAPTION>
     Abbreviations
     -------------------
     <S>     <C>
     AMBAC   AMBAC Indemnity Corporation
     FGIC    Financial Guaranty Insurance Company
     LOC     Letter of Credit
     MBIA    Municipal Bond Investors Assurance Corporation
     SBPA    Standby Purchase Agreement
     SPA     Securities Purchase Agreement
</TABLE>
 
                See accompanying Notes to Financial Statements.


F-82
<PAGE>   130
 
SchwabFunds(R)                                                                 6
- --------------------------------------------------------------------------------
SCHWAB NEW YORK TAX-EXEMPT MONEY FUND
STATEMENT OF ASSETS AND LIABILITIES (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                               <C>
ASSETS
Investments, at value (Cost: $218,648)                            $218,648
Cash                                                                    39
Interest receivable                                                  2,232
Receivable for fund shares sold                                        250
Receivable from adviser                                                  4
Deferred organization costs                                             23
Prepaid expenses                                                         3
                                                                  --------
     Total assets                                                  221,199
                                                                  --------
LIABILITIES
Payable for:
  Dividends                                                            899
  Fund shares redeemed                                                 120
  Investment advisory and administration fee                            37
  Transfer agency and shareholder service fees                          68
  Other                                                                 69
                                                                  --------
     Total liabilities                                               1,193
                                                                  --------
Net assets applicable to outstanding shares                       $220,006
                                                                  ========
NET ASSETS CONSIST OF:
  Capital paid in                                                 $220,012
  Accumulated net realized loss on investments sold                     (6)
                                                                  --------
                                                                  $220,006
                                                                  ========
THE PRICING OF SHARES
  204,869 outstanding Sweep Shares and
     15,143 outstanding Value Advantage Shares,
     $0.00001 par value (unlimited shares authorized)              220,012
  Net asset value, offering and redemption price per each
     Sweep Share and Value Advantage Share                           $1.00
</TABLE>
 
                See accompanying Notes to Financial Statements.


F-83
<PAGE>   131
 
SchwabFunds(R)                                                                 7
- --------------------------------------------------------------------------------
SCHWAB NEW YORK TAX-EXEMPT MONEY FUND
STATEMENT OF OPERATIONS (in thousands)
For the period February 27, 1995 (commencement of operations) to
December 31, 1995
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                 <C>
Interest income                                                     $6,178
                                                                    ------
Expenses:
  Investment advisory and administration fee                           741
  Transfer agency and shareholder service fees:
     Sweep Shares                                                      708
     Value Advantage Shares                                              9
  Custodian fees                                                        60
  Registration fees                                                    120
  Professional fees                                                     26
  Shareholder reports                                                   28
  Trustees' fees                                                         1
  Amortization of deferred organization costs                            4
  Insurance and other expenses                                           4
                                                                    ------
                                                                     1,701
Less expenses reduced and absorbed                                    (690)
                                                                    ------
     Total expenses incurred by Fund                                 1,011
                                                                    ------
Net investment income                                                5,167
Net realized loss on investments sold                                   (6)
                                                                    ------
Increase in net assets resulting from operations                    $5,161
                                                                    ======
</TABLE>
 
                See accompanying Notes to Financial Statements.


F-84
<PAGE>   132
 
SchwabFunds(R)                                                                 8
- --------------------------------------------------------------------------------
SCHWAB NEW YORK TAX-EXEMPT MONEY FUND
STATEMENT OF CHANGES IN NET ASSETS (in thousands)
For the period February 27, 1995 (commencement of operations) to
December 31, 1995
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                              <C>
Operations:
  Net investment income                                          $   5,167
  Net realized loss on investments sold                                 (6)
                                                                 ---------
  Increase in net assets resulting from operations                   5,161
                                                                 ---------
Dividends to shareholders from net investment income:
  Sweep Shares                                                      (5,046)
  Value Advantage Shares                                              (121)
                                                                 ---------
  Total dividends to shareholders                                   (5,167)
                                                                 ---------
Capital share transactions (dollar amounts and
  number of shares are the same):
  Proceeds from shares sold                                        692,976
  Net asset value of shares issued in reinvestment of
     dividends                                                       4,181
  Less payments for shares redeemed                               (477,145)
                                                                 ---------
  Increase in net assets from capital share transactions           220,012
                                                                 ---------
Total increase in net assets                                       220,006

Net Assets:
  Beginning of period                                                   --
                                                                 ---------
  End of period                                                  $ 220,006
                                                                 =========
</TABLE>
 
                See accompanying Notes to Financial Statements.


F-85
<PAGE>   133
 
SchwabFunds(R)                                                                 9
- --------------------------------------------------------------------------------
SCHWAB NEW YORK TAX-EXEMPT MONEY FUND
NOTES TO FINANCIAL STATEMENTS
For the period February 27, 1995 (commencement of operations) to
December 31, 1995
- --------------------------------------------------------------------------------
1. DESCRIPTION OF THE FUND
 
The Schwab New York Tax-Exempt Money Fund (the "Fund") is a series of The
Charles Schwab Family of Funds (the "Trust"), an open-end, management investment
company organized as a Massachusetts business trust on October 20, 1989 and
registered under the Investment Company Act of 1940, as amended. The Fund
commenced operations on February 27, 1995.
 
The Board of Trustees of the Trust adopted a multiple class plan for the Fund on
May 9, 1995. Commencing July 7, 1995, the Fund began offering more than one
class of shares. Pursuant to the plan, the existing shares were redesignated as
Sweep Shares ("Sweep Shares"), and a new class of shares was added -- the Value
Advantage Shares ("Value Advantage Shares"). Both classes represent interests in
the same portfolio of investments of the Fund and are substantially the same in
all respects except that the classes are subject to different transfer agency
and shareholder service fees (see Note 3), investment minimums and certain other
expenses.
 
In addition to the Fund, the Trust also offers -- the Schwab Money Market Fund,
the Schwab Government Money Fund, the Schwab U.S. Treasury Money Fund, the
Schwab Tax-Exempt Money Fund (Sweep and Value Advantage Shares), the Schwab
California Tax-Exempt Money Fund (Sweep and Value Advantage Shares), the Schwab
Value Advantage Money Fund(R), the Schwab Institutional Advantage Money Fund(TM)
and the Schwab Retirement Money Fund(R). The assets of each series are
segregated and accounted for separately.
 
The Schwab New York Tax-Exempt Money Fund, which is not "diversified" within the
meaning of the Investment Company Act of 1940, as amended, invests in a
portfolio of debt obligations issued by or on behalf of New York and other
states, territories and possessions of the United States and the District of
Columbia and their political subdivisions, agencies and instrumentalities that
generate interest exempt from federal income tax and State of New York and New
York municipal personal income tax.
 
2. SIGNIFICANT ACCOUNTING POLICIES
 
The following significant accounting policies are in conformity with generally
accepted accounting principles for investment companies. The preparation of
financial statements in accordance with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts and disclosures in the financial statements. Actual results could differ
from those estimates.
 
Security valuation -- Investments are stated at amortized cost which
approximates market value.
 
Security transactions -- Security transactions are accounted for on a trade date
basis (date the order to buy or sell is executed).


F-86
<PAGE>   134
 
SchwabFunds(R)                                                                10
- --------------------------------------------------------------------------------
SCHWAB NEW YORK TAX-EXEMPT MONEY FUND
NOTES TO FINANCIAL STATEMENTS
For the period February 27, 1995 (commencement of operations) to
December 31, 1995
- --------------------------------------------------------------------------------
 
Dividends to shareholders -- The Fund declares a daily dividend, equal to its
net investment income for that day, payable monthly. Dividends paid by the Fund
with respect to each class of shares are calculated in the same manner, at the
same time, and will be in the same amount except for the effect of expenses that
may be applied differently, as described below.
 
Deferred organization costs -- Costs incurred in connection with the
organization of the Fund and its initial registration with the Securities and
Exchange Commission and with various states are amortized on a straight-line
basis over a five-year period from the Fund's commencement of operations.
 
Expenses -- Expenses arising in connection with the Fund are charged directly to
the Fund. Expenses common to all series of the Trust are allocated to each
series in proportion to their relative net assets. Expenses attributable to both
classes of shares are allocated daily to each class based on the value of
settled shares outstanding of each respective class. Transfer agency,
shareholder service fees and certain other expenses which are class specific are
calculated daily at the class level.
 
Interest income and realized gains (losses) -- Interest income is recorded on
the accrual basis and includes amortization of premium on investments. Realized
gains and losses from security transactions are determined on an identified cost
basis. Income and realized gains (losses) are allocated daily to each class of
shares based on the value of settled shares outstanding of each respective
class.
 
Federal income taxes -- It is the Fund's policy to meet the requirements of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its net investment income and realized net capital gains, if
any, to shareholders. Therefore, no federal income tax provision is required.
The Fund is considered a separate entity for tax purposes.
 
3. TRANSACTIONS WITH AFFILIATES
 
Investment advisory and administration agreements -- The Trust has investment
advisory and administration agreements with Charles Schwab Investment
Management, Inc. (the "Investment Manager"). For advisory services and
facilities furnished, the Fund pays an annual fee, payable monthly, of .46% of
the first $1 billion of average daily net assets, .41% of such assets over $1
billion, and .40% of such assets in excess of $2 billion. Under these
agreements, the Fund incurred investment advisory and administration fees of
$741,000 for the period ended December 31, 1995, before the Investment Manager
reduced its fee (see Note 4).
 
Transfer agency and shareholder service agreements -- The Trust has transfer
agency and shareholder service agreements with Charles Schwab & Co., Inc.
("Schwab"). For services provided under these agreements, Schwab receives an
annual fee, payable monthly, of .45% and .25% of average daily net assets of the
Sweep Shares and Value Advantage Shares, respectively. For the period ended
December 31, 1995, the Fund incurred transfer agency and shareholder service
fees of $708,000 and $9,000 for the Sweep Shares and Value Advantage Shares,
respectively, before Schwab reduced its fees (see Note 4).


F-87
<PAGE>   135
 
SchwabFunds(R)                                                                11
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
 
Officers and trustees -- Certain officers and trustees of the Trust are also
officers or directors of the Investment Manager and/or Schwab. During the period
ended December 31, 1995, the Trust made no direct payments to its officers or
trustees who are "interested persons" within the meaning of the Investment
Company Act of 1940, as amended. The Fund incurred fees of $1,000 related to the
Trust's unaffiliated trustees.
 
4. EXPENSES REDUCED AND ABSORBED BY THE INVESTMENT MANAGER AND SCHWAB
 
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. For the period ended December 31, 1995, the total of such
fees and expenses reduced and absorbed by the Investment Manager were $302,000
and the total of such fees reduced by Schwab was $388,000.
 
5. INVESTMENT TRANSACTIONS
 
Purchases, sales and maturities of investment securities during the period from
February 27, 1995 to December 31, 1995, aggregated (in thousands) $527,752 and
$308,751, respectively.
 
6. CAPITAL SHARE TRANSACTIONS
 
The Fund offers two classes of shares: Sweep Shares and Value Advantage Shares.
Shares of each class represent interests in the same portfolio of investments
of the Fund. Transactions in capital shares for the period from February 27,
1995 (commencement of operations) to December 31, 1995*, were as follows (in
thousands):
 
<TABLE>
<S>                                                                       <C>
Proceeds from shares sold:
  Sweep Shares                                                                 $ 671,692
  Value Advantage Shares                                                          21,284
                                                                               ---------
    Total proceeds from shares sold                                              692,976
Net asset value of shares issued in
 reinvestment of dividends:
  Sweep Shares                                                                     4,126
  Value Advantage Shares                                                              55
                                                                               ---------
    Total net asset value of shares issued in
      reinvestment of dividends                                                    4,181
Less payments for shares redeemed:
  Sweep Shares                                                                  (470,949)
  Value Advantage Shares                                                          (6,196)
                                                                               ---------
    Total payments for shares redeemed                                          (477,145)
Total increase in net assets from
 capital share transactions                                                    $ 220,012
                                                                               =========
</TABLE>
 
* The Value Advantage Shares commenced operations on July 7, 1995.


F-88
<PAGE>   136
 
SchwabFunds(R)                                                                12
- --------------------------------------------------------------------------------
SCHWAB NEW YORK TAX-EXEMPT MONEY FUND
NOTES TO FINANCIAL STATEMENTS
For the period February 27, 1995 (commencement of operations) to
December 31, 1995
- --------------------------------------------------------------------------------
 
7. FINANCIAL HIGHLIGHTS
 
Per share income and capital changes for a share outstanding throughout the
period:
 
<TABLE>
<CAPTION>
                                                                  Value Advantage
                                                                      Shares              Sweep Shares
                                                                -------------------    -------------------
                                                                  For the period         For the period
                                                                       ended                  ended
                                                                   December 31,           December 31,
                                                                      1995(1)               1995(2)
                                                                -------------------    -------------------
<S>                                                             <C>                    <C>
Net asset value at beginning of period                                  $1.00                   $1.00
Income from investment operations
- ---------------------------------
 Net investment income                                                    .02                     .03
 Net realized and unrealized gain (loss) on investments                    --                      --
                                                                      -------                --------
 Total from investment operations                                         .02                     .03
Less distributions
- ------------------
 Dividends from net investment income                                    (.02)                   (.03)
 Distributions from realized gain on investments                           --                      --
                                                                      -------                --------
 Total distributions                                                     (.02)                   (.03)
                                                                      -------                --------
Net asset value at end of period                                        $1.00                   $1.00
                                                                      =======                ========
Total return (%)                                                         1.62                    2.75
- ----------------
Ratios/Supplemental data
- ------------------------
 Net assets, end of period (000s)                                     $15,143                $204,863
 Ratio of expenses to average net assets (%)                              .45*                    .63*
 Ratio of net investment income to average net assets (%)                3.42*                   3.20*
</TABLE>
 
The Investment Manager and Schwab have 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, with respect to the Value Advantage Shares, 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 would have been 1.81%* and 2.06%*,
respectively. With respect to the Sweep Shares, 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 would have been 1.04%* and 2.79%*, respectively.
 
(1) For the period July 7, 1995 (commencement of operations) to December 31,
    1995.
(2) For the period February 27, 1995 (commencement of operations) to December
    31, 1995.
 
  * Annualized



F-89
<PAGE>   137
 
SchwabFunds(R)                                                                13
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
 
To the Board of Trustees
and Shareholders of the Schwab New York Tax-Exempt Money Fund
 
In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments, the related statements of operations and of changes
in net assets and the financial highlights present fairly, in all material
respects, the financial position of the Schwab New York Tax-Exempt Money Fund
(one of the series constituting The Charles Schwab Family of Funds, hereafter
referred to as the "Trust") at December 31, 1995, and the results of its
operations, the changes in its net assets and the financial highlights for the
period presented, in conformity with generally accepted accounting principles.
These financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Trust's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audit, which included confirmation of securities at December
31, 1995 by correspondence with the custodian, provides a reasonable basis for
the opinion expressed above.
 
/s/ Price Waterhouse LLP
- ------------------------

PRICE WATERHOUSE LLP
San Francisco, California
January 31, 1996


F-90
<PAGE>   138

SchwabFunds(R)                                                                1
- -------------------------------------------------------------------------------
SCHWAB INSTITUTIONAL ADVANTAGE MONEY FUND(TM)
Schedule of Investments (in thousands)
December 31, 1995
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                          PAR                    VALUE
                                                                                          ---                    -----
<S>                                                                                    <C>                      <C>
CORPORATE OBLIGATIONS--81.8%(a)
ASSET BACKED SECURITIES--5.6%
Alamo Funding, LP
    5.86%, 01/19/96                                                                    $3,500                   $3,490
Apreco, Inc.
    5.80%, 01/22/96                                                                     1,000                      997
                                                                                                                ------
                                                                                                                 4,487
                                                                                                                ------
AUTOMOTIVE--3.7%
General Motors Acceptance Corp.
    5.82%, 02/14/96                                                                     3,000                    2,979
                                                                                                                ------
BANKING--AUSTRALIA--9.7%
ANZ (Delaware), Inc.
    5.58%, 05/14/96                                                                     3,000                    2,939
Westpac Capital Corp.
    5.79%, 05/01/96                                                                     5,000                    4,905
                                                                                                                ------
                                                                                                                 7,844
                                                                                                                ------
BANKING--DOMESTIC BANK HOLDING COMPANY--4.9%
Bankers Trust New York Corp.
    5.81%, 01/29/96                                                                     3,000                    2,987
NationsBank Corp.
    5.61%, O5/28/96                                                                     1,000                      978
                                                                                                                ------
                                                                                                                 3,965
                                                                                                                ------
BANKING--FRANCE--1.9%
Societe Generale, N.A.
    5.80%, 03/08/96                                                                     1,574                    1,557
                                                                                                                ------
BANKING--GERMANY--4.8%
Commerzbank, U.S. Finance Inc.
    5.65%, 02/21/96                                                                       377                      374
Kredietbank N.A. Finance Corp.
    5.80%, 02/13/96                                                                     1,000                      993
</TABLE>


F-91
<PAGE>   139
SchwabFunds(R)                                                               2
- ------------------------------------------------------------------------------

SCHWAB INSTITUTIONAL ADVANTAGE MONEY FUND(TM)
Schedule of Investments (in thousands)
December 31, 1995
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                            PAR              VALUE
                                                                                            ---              -----
<S>                                                                                      <C>                <C>
CORPORATE OBLIGATIONS (CONTINUED)
KREDIETBANK N.A. FINANCE CORP.
    5.83%, 03/01/96                                                                      $2,550             $2,526
                                                                                                            ------
                                                                                                             3,893
                                                                                                            ------
BANKING--ITALY--2.5%
Cariplo Finance, Inc.
    5.77%, 02/20/96                                                                       2,000              1,984
                                                                                                            ------
BANKING--JAPAN--2.2%
Bridgestone/Firestone, Inc. / (Dai-Ichi Kangyo
    Bank Ltd. LOC)
    6.05%, 02/01/96                                                                       1,746              1,737
                                                                                                            ------
BANKING--UNITED KINGDOM--6.2%
Abbey National N.A. Corp.
    5.80%, 01/31/96                                                                       5,000              4,976
                                                                                                            ------
FINANCE (COMMERCIAL)--3.9%
General Electric Capital Corp.
    5.74%, 03/06/96                                                                       1,000                990
USL Capital Corp.
    5.81%, 01/09/96                                                                       2,130              2,127
                                                                                                            ------
                                                                                                             3,117
                                                                                                            ------
FINANCE (CONSUMER)--4.9%
American Express Credit Corp.
    5.81%, 03/01/96                                                                       3,000              2,972
Sears Roebuck Acceptance Corp.
    5.82%, 01/11/96                                                                       1,000                998
                                                                                                            ------
                                                                                                             3,970
                                                                                                            ------
MINING AND MINERAL RESOURCES--1.8%
BHP Finance (U.S.A.), Inc.
    5.79%, 01/11/96                                                                       1,465              1,463
                                                                                                            ------
</TABLE>


F-92
<PAGE>   140
SchwabFunds(R)                                                               3
- ------------------------------------------------------------------------------


- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                            PAR              VALUE
                                                                                            ---              -----
<S>                                                                                      <C>               <C>
CORPORATE OBLIGATIONS (CONTINUED)
MORTGAGE BANKING-3.7%
Fleet Mortgage Group, Inc.
    5.82%, 02/22/96                                                                      $3,000            $ 2,975
                                                                                                           -------
SECURITIES BROKERAGE-DEALER--26.0%
BT Securities Corp.
    5.84%, 01/25/96                                                                       2,000              1,992
    5.83%, 01/30/96                                                                       2,000              1,991
    5.80%, 02/05/96                                                                       1,000                994
CS First Boston, Inc.
    5.81%, 01/11/96                                                                       4,000              3,994
Dean Witter Discover
    5.79%, 02/08/96                                                                       2,000              1,988
Lehman Brothers Holdings, Inc.
    5.85%, 01/25/96                                                                       2,000              1,992
    5.83%, 01/26/96                                                                       2,000              1,992
Morgan Stanley Group, Inc.
    5.83%, 01/08/96                                                                       3,000              2,997
    5.80%, 01/23/96                                                                       1,000                997
Nomura Holdings America, Inc.
    5.86%, 01/22/96                                                                       1,000                997
Salomon, Inc.
    6.02%, 02/15/96                                                                       1,000                991
                                                                                                           -------
                                                                                                            20,925
                                                                                                           -------
TOTAL CORPORATE OBLIGATIONS
(Cost $65,872)                                                                                              65,872
                                                                                                           -------

AGENCY OBLIGATIONS--3.7%
COUPON NOTES--3.7%
Federal National Mortgage Assoc.
    5.91%, 08/19/96                                                                       3,000              3,005
                                                                                                           -------
TOTAL AGENCY OBLIGATIONS
(Cost $3,005)                                                                                                3,005
                                                                                                           -------
</TABLE>


F-93
<PAGE>   141
SchwabFunds(R)                                                               4
- ------------------------------------------------------------------------------

SCHWAB INSTITUTIONAL ADVANTAGE MONEY FUND(TM)
Schedule of Investments (in thousands)
December 31, 1995
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                            PAR              VALUE
                                                                                            ---              -----
<S>                                                                                      <C>               <C>
CERTIFICATES OF DEPOSIT--11.2%
BANKING--JAPAN--7.5%
Dai-Ichi Kangyo Bank, Ltd.
    6.14%, 01/12/96                                                                      $2,000            $ 2,000
Mitsubishi Bank, Ltd.
    5.83%, 03/19/96                                                                       1,000              1,000
Sanwa Bank, Ltd.
    6.17%, 02/20/96                                                                       1,000              1,000
Sumitomo Bank, Ltd.
    6.38%, 01/05/96                                                                       2,000              2,000
                                                                                                           -------
                                                                                                             6,000
                                                                                                           -------
BANKING--NETHERLANDS--3.7%
ABN-AMRO Bank N.V.
    5.83%, 02/21/96                                                                       3,000              3,000
                                                                                                           -------
TOTAL CERTIFICATES OF DEPOSIT
(Cost $9,000)                                                                                                9,000
                                                                                                           -------

                                                                                       Maturity
                                                                                       --------

REPURCHASE AGREEMENT--3.3%
Donaldson, Lufkin & Jenrette
    Securities Corp. 5.80%.
    Issue Date 12/29/9S
    Due 01/02/96
    Collateralized By:
    FHLMC: $2,675 Par;
    7.00% Due 06/15/19                                                                    2,643              2,641
                                                                                                           -------
TOTAL REPURCHASE AGREEMENT
(Cost $2,641)                                                                                                2,641
                                                                                                           -------
TOTAL INVESTMENTS--100.0%
(Cost $80,518)                                                                                             $80,518
                                                                                                           =======
</TABLE>


F-94
<PAGE>   142
SchwabFunds(R)                                                                 5
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------

NOTES TO SCHEDULE OF INVESTMENTS.

Yields shown are effective yields at the time of purchase except for agency
obligations which reflect the coupon rate of the security. Yields for each type
of security are stated according to the market conventions for that security
type. For each security, cost (for financial reporting and federal income tax
purposes) and carrying value are the same.

(a)    Certain securities purchased by the Fund are private placement securities
       exempt from registration by Section 4(2) of the Securities Act of 1933.
       These securities generally are issued to institutional investors, such as
       the Schwab Institutional Advantage Money Fund. Any resale by the Fund
       must be in an exempt transaction, normally to a qualified institutional
       buyer. At December 31, 1995, the aggregate value of private placement
       securities held by the Fund was $3,490,000 which represented 4.32% of net
       assets. All of these private placement securities were determined by the
       Investment Manager to be liquid in accordance with a resolution adopted
       by the Board of Trustees relating to Rule 144A, promulgated under the
       Securities Act of 1933.


ABBREVIATIONS

FHLMC             Federal Home Loan Mortgage Corporation
LOC               Letter of Credit


                See accompanying Notes to Financial Statements.


F-95
<PAGE>   143
SchwabFunds(R)                                                                 6
- --------------------------------------------------------------------------------

SCHWAB INSTITUTIONAL ADVANTAGE MONEY FUND(TM)
Statement of Assets and Liabilities (in thousands)
December 31, 1995

- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                    <C>     
ASSETS
Investments, at value  (Cost: $80,518)                                 $ 80,518
Cash                                                                          1
Interest receivable                                                         187
Receivable for fund shares sold                                             677
Deferred organization costs                                                  34
Prepaid expenses                                                             32
                                                                       --------
     Total assets                                                        81,449
                                                                       --------

LIABILITIES
Payable for:
  Dividends                                                                 634
  Fund shares redeemed                                                       23
  Investment advisory and administration fee                                 15
  Transfer agency and shareholder service fees                                0
     Total liabilities                                                      703
                                                                       --------
Net assets applicable to outstanding shares                            $ 80,746
                                                                       ========


NET ASSETS CONSIST OF:
  Capital paid in                                                      $ 80,747
  Accumulated net realized loss on investments sold                         (1)
                                                                       --------
                                                                       $ 80,746
                                                                       ========

THE PRICING OF SHARES
  Outstanding shares, $0.00001 par value
   (unlimited shares authorized)                                         80,747

  Net asset value, offering and redemption price per share             $   1.00
</TABLE>

                See accompanying Notes to Financial Statements.


F-96
<PAGE>   144
SchwabFunds(R)                                                                 7
- --------------------------------------------------------------------------------

SCHWAB INSTITUTIONAL ADVANTAGE MONEY FUND(TM)
Statement of Operations (in thousands)
For the year ended December 31, 1995

- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                     <C>    
Interest income                                                         $ 4,774
                                                                        -------

Expenses:
   Investment advisory and administration fee                               364
   Transfer agency and shareholder service fees                             198
   Custodian fees                                                            61
   Registration fees                                                         33
   Professional fees                                                         13
   Shareholder reports                                                       23
   Amortization of deferred organization costs                               12
   Insurance and other expenses                                               6
                                                                        -------
                                                                            710
Less expenses reduced                                                      (290)
                                                                        -------
     Total expenses incurred by Fund                                        420
                                                                        -------
Net investment income                                                     4,354

Net realized loss on investments sold                                        (1)
                                                                        -------
Increase in net assets resulting from operations                        $ 4,353
                                                                        =======
</TABLE>

                See accompanying Notes to Financial Statements.


F-97
<PAGE>   145
SchwabFunds(R)                                                                 8
- --------------------------------------------------------------------------------

SCHWAB INSTITUTIONAL ADVANTAGE MONEY FUND(TM)
Statement of Changes in Net Assets (in thousands)

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                     For the year   For the period
                                                        ended           ended
                                                     December 31,    December 31,
                                                         1995           1994 *
                                                     ------------   --------------
<S>                                                    <C>            <C>      
Operations:
  Net investment income                                $   4,354      $   1,928
  Net realized loss on investments sold                       (1)          --
                                                       ---------      ---------
  Increase in net assets resulting
    from operations                                        4,353          1,928
                                                       ---------      ---------

Dividends to shareholders from
  net investment income                                   (4,354)        (1,928)
                                                       ---------      ---------

Capital share transactions (dollar amounts
  and number of shares are the same):
  Proceeds from shares sold                              281,164        240,455
  Net asset value of shares issued in
   reinvestment of dividends                               1,784            397
  Less payments for shares redeemed                     (262,289)      (180,764)
                                                       ---------      ---------
  Increase in net assets from
   capital share transactions                             20,659         60,088
                                                       ---------      ---------

Total increase in net assets                              20,658         60,088

Net Assets:

  Beginning of period                                     60,088           --
                                                       ---------      ---------
  End of period                                        $  80,746      $  60,088
                                                       =========      =========
</TABLE>

* For the period January 4, 1994 (commencement of operations) to December 31,
1994.

                See accompanying Notes to Financial Statements.


F-98
<PAGE>   146
SchwabFunds(R)                                                                 9
- --------------------------------------------------------------------------------

SCHWAB INSTITUTIONAL ADVANTAGE MONEY FUND(TM)
NOTES TO FINANCIAL STATEMENTS
For the year ended December 31, 1995

- --------------------------------------------------------------------------------

1.    DESCRIPTION OF THE FUND

The Schwab Institutional Advantage Money Fund (the "Fund") is a series of The
Charles Schwab Family of Funds (the "Trust"), an open-end, management investment
company organized as a Massachusetts business trust on October 20, 1989 and
registered under the Investment Company Act of 1940, as amended.

In addition to the Fund, the Trust also offers -- the Schwab Money Market Fund,
the Schwab Government Money Fund, the Schwab U.S. Treasury Money Fund, the
Schwab Tax-Exempt Money Fund (Sweep and Value Advantage Shares), the Schwab
California Tax-Exempt Money Fund (Sweep and Value Advantage Shares), the Schwab
New York Tax-Exempt Money Fund (Sweep and Value Advantage Shares), the Schwab
Value Advantage Money Fund(R) and the Schwab Retirement Money Fund(R). The
assets of each series are segregated and accounted for separately.

The Schwab Institutional Advantage Money Fund invests primarily in a diversified
portfolio of short-term obligations of major banks and corporations.

2.    SIGNIFICANT ACCOUNTING POLICIES

The following significant accounting policies are in conformity with generally
accepted accounting principles for investment companies. The preparation of
financial statements in accordance with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts and disclosures in the financial statements. Actual results could differ
from those estimates.

Security valuation - Investments are stated at amortized cost which approximates
market value.

Security transactions and interest income - Security transactions are accounted
for on a trade date basis (date the order to buy or sell is executed). Interest
income is recorded on the accrual basis and includes amortization of premium and
accretion of discount on investments. Realized gains and losses from security
transactions are determined on an identified cost basis.


F-99
<PAGE>   147
SchwabFunds(R)                                                                10
- --------------------------------------------------------------------------------

SCHWAB INSTITUTIONAL ADVANTAGE MONEY FUND(TM)
NOTES TO FINANCIAL STATEMENTS
For the year ended December 31, 1995

- --------------------------------------------------------------------------------

Repurchase agreements - Repurchase agreements are fully collateralized by U.S.
Treasury or government agency securities. All collateral is held by the Fund's
custodian and is monitored daily to ensure that its market value at least equals
the repurchase price under the agreement.

Dividends to shareholders - The Fund declares a daily dividend, equal to its net
investment income for that day, payable monthly.

Deferred organization costs - Costs incurred in connection with the organization
of the Fund and its initial registration with the Securities and Exchange
Commission and with various states are amortized on a straight-line basis over a
five-year period from the Fund's commencement of operations.

Expenses - Expenses arising in connection with the Fund are charged directly to
the Fund. Expenses common to all series of the Trust are allocated to each
series in proportion to their relative net assets.

Federal income taxes - It is the Fund's policy to meet the requirements of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its net investment income and realized net capital gains, if
any, to shareholders. Therefore, no federal income tax provision is required.
The Fund is considered a separate entity for tax purposes.

3.    TRANSACTIONS WITH AFFILIATES

Investment advisory and administration agreements - The Trust has investment
advisory and administration agreements with Charles Schwab Investment
Management, Inc. (the "Investment Manager"). For advisory services and
facilities furnished, the Fund pays an annual fee, payable monthly, of .46% of
the first $2 billion of average daily net assets, .45% of such assets over $2
billion, and .40% of such assets in excess of $3 billion. Under these
agreements, the Fund incurred investment advisory and administration fees of
$364,000 for the year ended December 31, 1995, before the Investment Manager
reduced its fee (see Note 4).

Transfer agency and shareholder service agreements - The Trust has transfer
agency and shareholder service agreements with Charles Schwab & Co., Inc.
("Schwab"). For services provided under these agreements, Schwab receives an
annual fee, payable monthly, of .25% of average daily net assets. For the year
ended December 31, 1995, the Fund incurred transfer agency and shareholder
service fees of $198,000, before Schwab reduced its fees (see Note 4).


F-100
<PAGE>   148
SchwabFunds(R)                                                                11
- --------------------------------------------------------------------------------

Officers and trustees - Certain officers and trustees of the Trust are also
officers or directors of the Investment Manager and/or Schwab. During the year
ended December 31, 1995, the Trust made no direct payments to its officers or
trustees who are "interested persons" within the meaning of the Investment
Company Act of 1940, as amended. The Fund did not incur fees related to the
Trust's unaffiliated trustees.

4.    EXPENSES REDUCED BY THE INVESTMENT MANAGER AND SCHWAB

The Investment Manager and Schwab reduced a portion of their fees in order to
limit the Fund's ratio of operating expenses to average net assets. For the year
ended December 31, 1995, the total of such fees reduced by the Investment
Manager and Schwab was $162,000 and $128,000, respectively.

5.    INVESTMENT TRANSACTIONS

Purchases, sales and maturities of investment securities for the year ended
December 31, 1995, aggregated (in thousands) $1,777,962 and $1,758,519,
respectively.


F-101
<PAGE>   149
SchwabFunds(R)                                                                12
- --------------------------------------------------------------------------------

SCHWAB INSTITUTIONAL ADVANTAGE MONEY FUND(TM)
NOTES TO FINANCIAL STATEMENTS
For the year ended December 31, 1995

- --------------------------------------------------------------------------------

6.    FINANCIAL HIGHLIGHTS

Per share income and capital changes for a share outstanding throughout the
period:

<TABLE>
<CAPTION>
                                                                        For the year     For the period
                                                                            ended            ended
                                                                        December 31,      December 31,
                                                                            1995            1994(1)
                                                                        ------------     --------------
<S>                                                                       <C>                <C>    
Net asset value at beginning of period                                    $   1.00           $  1.00
Income from investment operations
  Net investment income                                                        .06               .04
  Net realized and unrealized gain (loss) investments                         --                --
                                                                          --------           -------
  Total from investment operations                                             .06               .04
Less distributions
  Dividends from net investment income                                        (.06)             (.04)
  Distributions from realized gain on investments                              --                --
                                                                          --------           -------
  Total distributions                                                         (.06)             (.04)
                                                                          --------           -------
Net asset value at end of period                                          $   1.00           $  1.00
                                                                          ========           =======

Total return(%)                                                               5.65              3.86
Ratios/Supplemental data
  Net assets, end of period (000s)                                        $ 80,746           $60,088
  Ratio of expenses to average net assets(%)                                   .53               .55*
  Ratio of net investment income to average net assets(%)                     5.50              4.04*
</TABLE>

The Investment Manager and Schwab have reduced a portion of their fees in order
to limit the Fund's ratio of operating expenses to average net assets. Had these
fees not been reduced, the ratio of expenses to average net assets for the
periods ended December 31, 1995 and 1994 would have been .90% and .92%*,
respectively, and the ratio of net investment income to average net assets would
have been 5.13% and 3.67%*, respectively.

(1) For the period January 4, 1994 (commencement of operations) to December 31,
    1994.

 *  Annualized


F-102
<PAGE>   150
SchwabFunds(R)                                                                13
- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------

To the Board of Trustees
and Shareholders of the Schwab Institutional Advantage Money Fund(TM)

In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments, the related statements of operations and of changes
in net assets and the financial highlights present fairly, in all material
respects, the financial position of the Schwab Institutional Advantage Money
Fund (one of the series constituting The Charles Schwab Family of Funds,
hereafter referred to as the "Trust") at December 31, 1995, the results of its
operations for the year then ended, and the changes in its net assets and the
financial highlights for the periods presented, in conformity with generally
accepted accounting principles. These financial statements and financial
highlights (hereafter referred to as "financial statements") are the
responsibility of the Trust's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at December 31, 1995 by
correspondence with the custodian, provide a reasonable basis for the opinion
expressed above.

/s/ Price Waterhouse LLP
- ------------------------

PRICE WATERHOUSE LLP
San Francisco, California
January 31, 1996


F-103
<PAGE>   151

SchwabFunds(R)                                                                 1
- --------------------------------------------------------------------------------
SCHWAB RETIREMENT MONEY FUND(R)
Schedule of Investments (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                       PAR                 VALUE
                                                                                       ---                 -----
<S>                                                                                    <C>                  <C>
CORPORATE OBLIGATIONS--69.4%(a)
ASSET BACKED SECURITIES--11.5%
Alamo Funding, LP
     5.86%, 01/19/96                                                                  $1,000               $   997
Apreco, Inc.
     5.80%, 01/22/96                                                                   4,000                 3,987
Asset Securitization Cooperative Corp.
     5.83%, 02/01/96                                                                   2,000                 1,990
Broadway Capital Corp.
     5.95%, 01/03/96                                                                   1,523                 1,523
Preferred Receivables Funding Corp.
     5.79%, 01/11/96                                                                   2,000                 1,997
Sheffield Receivables Corp.
     5.80%, 01/30/96                                                                   1,000                   995
                                                                                                           -------
                                                                                                            11,489
                                                                                                           -------
AUTOMOTIVE--5.5%
General Motors Acceptance Corp.
     5.79%, 02/05/96                                                                   1,500                 1,492
     5.82%, 02/14/96                                                                   3,000                 2,979
Renault Credit International SA Banque
     5.88%, 01/25/96                                                                   1,000                   996
                                                                                                           -------
                                                                                                             5,467
                                                                                                           -------
BANKING--AUSTRALIA-1.0%
National Australia Funding (Delaware), Inc.
     5.53%, 06/12/96                                                                   1,000                   976
                                                                                                           -------
BANKING--BELGIUM--2.9%
Generale Bank, Inc.
     5.81%, 04/04/96                                                                   3,000                 2,956
                                                                                                           -------
BANKING--CANADA--1.0%
Toronto-Dominion Holdings
     5.51%, 07/10/96                                                                   1,000                   972
                                                                                                           -------
BANKING--DOMESTIC BANK HOLDING COMPANY--3.9%
Bankers Trust New York Corp.
     5.81%, 01/29/96                                                                   2,000                 1,991
</TABLE>


F-104
<PAGE>   152
SchwabFunds(R)                                                                 2
- --------------------------------------------------------------------------------
SCHWAB RETIREMENT MONEY FUND(R)
Schedule of Investments (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                            PAR            VALUE
                                                                                            ---            -----
<S>                                                                                        <C>             <C>
CORPORATE OBLIGATIONS (CONTINUED)
NationsBank Corp.
     5.55%, 05/21/96                                                                       $1,000          $   979
     5.61%, 05/28/96                                                                        1,000              978
                                                                                                           -------
                                                                                                             3,948
                                                                                                           -------
BANKING--FRANCE--1.0%
Societe Generale, N.A.
     5.80%, 03/08/96                                                                        1,000              989
                                                                                                           -------
BANKING--GERMANY--4.3%
Kredietbank N.A. Finance Corp.
     5.78%, 01/11/96                                                                        3,000            2,995
     5.83%, 03/01/96                                                                        1,300            1,288
                                                                                                           -------
                                                                                                             4,283
                                                                                                           -------
BANKING--ITALY--1.0%
Cariplo Finance, Inc.
     5.76%, 02/22/96                                                                        1,000              992
                                                                                                           -------
FINANCE (COMMERCIAL)--2.9%
General Electric Capital Corp.
     5.74%, 03/06/96                                                                        1,000              990
     5.63%, 03/25/96                                                                        1,000              987
     5.62%, 05/07/96                                                                        1,000              981
                                                                                                           -------
                                                                                                             2,958
                                                                                                           -------
FINANCE (CONSUMER)--2.0%
Associates Corp. of North America
     5.65%, 05/09/96                                                                        2,000            1,960
                                                                                                           -------
GOVERNMENT LOCALITY--FOREIGN--4.0%
New South Wales Treasury Corp.
     5.81%, 01/10/96                                                                        4,000            3,994
                                                                                                           -------
MINING AND MINERAL RESOURCES--2.0%
BHP Finance (U.S.A.), Inc.
     5.70%, 02/21/96                                                                        1,000              992
</TABLE>


F-105
<PAGE>   153
SchwabFunds(R)                                                                3
- -------------------------------------------------------------------------------



- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                       PAR                 VALUE
                                                                                       ---                 -----
<S>                                                                                  <C>                    <C>
CORPORATE OBLIGATIONS (CONTINUED)
BHP Finance (U.S.A.), Inc.
     5.76%, 03/05/96                                                                 $ 1,000               $   990
                                                                                                           -------
                                                                                                             1,982
                                                                                                           -------
MORTGAGE BANKING--4.0%
Fleet Mortgage Group, Inc.
     5.85%, 01/26/96                                                                   3,000                 2,988
     5.80%, 02/23/96                                                                   1,000                   992
                                                                                                           -------
                                                                                                             3,980
                                                                                                           -------
SECURITIES BROKERAGE-DEALER--19.4%
BT Securities Corp.
     5.80%, 01/03/96                                                                   3,000                 2,999
     5.83%, 01/30/96                                                                   1,000                   995
Bear Stearns Companies, Inc.
     5.80%, 01/12/96                                                                   2,500                 2,496
Goldman Sachs Group, LP
     5.82%, 01/12/96                                                                   1,000                   998
     5.77%, 03/22/96                                                                   3,000                 2,962
Lehman Brothers Holdings, Inc.
     5.85%, 01/23/96                                                                   4,000                 3,986
Morgan Stanley Group, Inc.
     5.83%, 01/08/96                                                                   1,000                   999
     5.78%, 02/08/96                                                                   1,000                   994
Nomura Holdings America, Inc.
     5.92%, 01/04/96                                                                   1,000                 1,000
     5.83%, 03/13/96                                                                   1,000                   989
Paine Webber Group, Inc.
     5.96%, 01/09/96                                                                   1,000                   999
                                                                                                           -------
                                                                                                            19,417
                                                                                                           -------
</TABLE>


F-106
<PAGE>   154
SchwabFunds(R)                                                                 4
- --------------------------------------------------------------------------------
SCHWAB RETIREMENT MONEY FUND(R)
Schedule of Investments (in thousands)
December 31, 1995
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                      PAR                  VALUE
                                                                                      ---                  -----
<S>                                                                                  <C>                   <C>
CORPORATE OBLIGATIONS (CONTINUED)
STUDENT LOANS--3.0%
Student Loan Corp.
     5.80%, 01/12/96                                                                 $ 3,000               $ 2,995
                                                                                                           -------
TOTAL CORPORATE OBLIGATIONS
(Cost $69,358)                                                                                              69,358
                                                                                                           -------
AGENCY OBLIGATIONS--3.0%
COUPON NOTES--3.0%
Federal National Mortgage Assoc.
     5.91%, 08/19/96                                                                   3,000                 3,005
                                                                                                           -------
TOTAL AGENCY OBLIGATIONS
(Cost $3,005)                                                                                                3,005
                                                                                                           -------
CERTIFICATES OF DEPOSIT--24.0%
BANKING--CANADA--4.0%
Canadian Imperial Bank of Commerce
     5.81%, 01/24/96                                                                   4,000                 4,000
                                                                                                           -------
BANKING--DOMESTIC--4.0%
MBNA America Bank N.A.
     5.63%, 04/16/96                                                                   4,000                 4,000
                                                                                                           -------
BANKING--FRANCE--2.0%
Societe Generale
     5.80%, 01/25/96                                                                   2,000                 2,000
                                                                                                           -------
BANKING--JAPAN--8.0%
Dai-Ichi Kangyo Bank, Ltd.
     6.20%, 01/12/96                                                                   1,000                 1,000
     6.14%, 01/12/96                                                                   1,000                 1,000
     6.09%, 01/12/96                                                                   1,000                 1,000
Industrial Bank of Japan, Ltd.
     6.25%, 01/02/96                                                                   2,000                 2,000
Mitsubishi Bank, Ltd.
     5.83%, 03/19/96                                                                   1,000                 1,000
Sanwa Bank, Ltd.
     6.22%, 02/21/96                                                                   1,000                 1,000
</TABLE>


F-107
<PAGE>   155
SchwabFunds(R)                                                                 5
- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                       PAR                 VALUE
                                                                                       ---                 -----
<S>                                                                                 <C>                    <C>
CERTIFICATES OF DEPOSIT (CONTINUED)
Sumitomo Bank, Ltd.
     6.15%, 01/17/96                                                                 $ 1,000               $ 1,000
                                                                                                           -------
                                                                                                             8,000
                                                                                                           -------
BANKING--NETHERLANDS--2.0%
ABN-AMRO Bank N.V.
     5.58%, 06/05/96                                                                   2,000                 2,000
                                                                                                           -------
BANKING--UNITED KINGDOM--4.0%
Abbey National PLC
     5.80%, 01/16/96                                                                   4,000                 3,996
                                                                                                           -------
TOTAL CERTIFICATES OF DEPOSIT
(Cost $23,996)                                                                                              23,996
                                                                                                           -------

                                                                                    MATURITY
                                                                                    --------

REPURCHASE AGREEMENT--3.6%
Donaldson, Lufkin & Jenrette
     Securities Corp. 5.80%
     Issue Date 12/29/95
     Due 01/02/96
     Collateralized By:
     FNMA: $13,435 Par;
     7.04% Due 04/25/23                                                                3,554                 3,552
                                                                                                           -------
TOTAL REPURCHASE AGREEMENT
(Cost $3,552)                                                                                                3,552
                                                                                                           -------
TOTAL INVESTMENTS--100.0%
(cost $99,911)                                                                                             $99,911
                                                                                                           =======
</TABLE>


             See accompanying Notes to Schedule of Investments.


F-108
<PAGE>   156
SchwabFunds(R)                                                                 6
- --------------------------------------------------------------------------------

SCHWAB RETIREMENT MONEY FUND(R)
Schedule of Investments (in thousands)
December 31, 1995

- --------------------------------------------------------------------------------

NOTES TO SCHEDULE OF INVESTMENTS.

Yields shown are effective yields at the time of purchase except for agency
obligations which reflect the coupon rate of the security. Yields for each type
of security are stated according to the market convention for that security
type. For each security, cost (for financial reporting and federal income tax
purposes) and carrying value are the same.

(a)   Certain securities purchased by the Fund are private placement securities
      exempt from registration by Section 4(2) of the Securities Act of 1933.
      These securities generally are issued to institutional investors, such as
      the Schwab Retirement Money Fund. Any resale by the Fund must be in an
      exempt transaction, normally to a qualified institutional buyer. At
      December 31, 1995, the aggregate value of private placement securities
      held by Fund was $4,508,000 which represented 4.6% of net assets. All of
      these private placement securities were determined by the Investment
      Manager to be liquid in accordance with a resolution adopted by the Board
      of Trustees relating to Rule 144A, promulgated under the Securities Act of
      1933.

Abbreviations

FNMA      Federal National Mortgage Association

                 See accompanying Notes to Financial Statements.


F-109
<PAGE>   157
SchwabFunds(R)                                                                 7
- --------------------------------------------------------------------------------

SCHWAB RETIREMENT MONEY FUND(R)
Statement of Assets and Liabilities (in thousands)
December 31, 1995

- --------------------------------------------------------------------------------
<TABLE>
ASSETS
<S>                                                                     <C>
Investments, at value (Cost: $99,911)                                   $ 99,911
Interest receivable                                                          396
Receivable for fund shares sold                                              177
Deferred organization costs                                                   36
Prepaid expenses                                                              23
                                                                        --------
     Total assets                                                        100,543
                                                                        --------


LIABILITIES
Payable for:
  Dividends                                                                  639
  Fund shares redeemed                                                       829
  Investment advisory and administration fee                                  37
  Transfer agency and shareholder service fees                                13
  Other                                                                       33
                                                                        --------
     Total liabilities                                                     1,551

                                                                        --------
Net assets applicable to outstanding shares                             $ 98,992
                                                                        ========

NET ASSETS CONSIST OF:
  Capital paid in                                                       $ 98,992
  Accumulated net realized gain (loss)
     on investments sold                                                     ---
                                                                        --------
                                                                        $ 98,992
                                                                        ========

THE PRICING OF SHARES
  Outstanding shares, $0.00001 par value
     (unlimited shares authorized)                                        98,992

  Net asset value, offering and redemption
     price per share                                                       $1.00
</TABLE>


                 See accompanying Notes to Financial Statements.


F-110
<PAGE>   158
SchwabFunds(R)                                                                 8
- --------------------------------------------------------------------------------

SCHWAB RETIREMENT MONEY FUND(R)
Statement of Operations (in thousands) 
For the year ended December 31, 1995

- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                      <C>
Interest income                                                          $4,616
                                                                         ------
Expenses:
   Investment advisory and  administration fee                              354
   Transfer agency and shareholder service fees                             192
   Custodian fees                                                            60
   Registration fees                                                         50
   Professional fees                                                         13
   Shareholder reports                                                       18
   Amortization of deferred organization costs                               12
   Insurance and other expenses                                               6
                                                                         ------
                                                                            705
Less expenses reduced                                                      (144)
                                                                         ------
      Total expenses incurred by Fund                                       561
                                                                         ------
Net investment income                                                     4,055

Net realized gain (loss) on investments sold                                ---
                                                                         ------

Increase in net assets resulting from operations                         $4,055
                                                                         ======
</TABLE>

                 See accompanying Notes to Financial Statements.


F-111
<PAGE>   159
SchwabFunds(R)                                                                 9
- --------------------------------------------------------------------------------

SCHWAB RETIREMENT MONEY FUND(R)
Statement of Changes in Net Assets (in thousands)

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                 For the year     For the period
                                                     ended            ended
                                                  December 31,     December 31,
                                                      1995             1994 *
                                                 -------------    --------------
<S>                                              <C>              <C>
Operations:
  Net investment income                            $   4,055         $    842
  Net realized gain (loss) on investments sold           ---              ---
                                                   ---------         --------
  Increase in net assets resulting
   from operations                                     4,055              842
                                                   ---------         --------

Dividends to shareholders from
  net investment income                               (4,055)            (842)
                                                   ---------         --------

Capital share transactions (dollar amounts
  and number of shares are the same):
  Proceeds from shares sold                          173,890           84,340
  Net asset value of shares issued in
   reinvestment of dividends                           3,564              661
  Less payments for shares redeemed                 (109,877)         (53,586)
                                                   ---------         --------
  Increase in net assets from
   capital share transactions                         67,577           31,415
                                                   ---------         --------

Total increase in net assets                          67,577           31,415

Net Assets:
  Beginning of period                                 31,415              ---
                                                   ---------         --------
  End of period                                    $  98,992         $ 31,415
                                                   =========         ========
</TABLE>

* For the period March 2, 1994 (commencement of operations) 
  to December 31, 1994.

                 See accompanying Notes to Financial Statements.


F-112
<PAGE>   160
SchwabFunds(R)                                                                10
- --------------------------------------------------------------------------------

SCHWAB RETIREMENT MONEY FUND(R)
Notes to Financial Statements
For the year ended December 31, 1995

- --------------------------------------------------------------------------------

1. DESCRIPTION OF THE FUND

The Schwab Retirement Money Fund (the "Fund") is a series of The Charles Schwab
Family of Funds (the "Trust"), an open-end, management investment company
organized as a Massachusetts business trust on October 20, 1989 and registered
under the Investment Company Act of 1940, as amended.

In addition to the Fund, the Trust also offers -- the Schwab Money Market Fund,
the Schwab Government Money Fund, the Schwab U.S. Treasury Money Fund, the
Schwab Tax-Exempt Money Fund (Sweep and Value Advantage Shares), the Schwab
California Tax-Exempt Money Fund (Sweep and Value Advantage Shares), the Schwab
New York Tax-Exempt Money Fund (Sweep and Value Advantage Shares), the Schwab
Value Advantage Money Fund(R) and the Schwab Institutional Advantage Money
Fund(TM). The assets of each series are segregated and accounted for separately.

The Schwab Retirement Money Fund invests primarily in a diversified portfolio of
short-term obligations of major banks and corporations.

2. SIGNIFICANT ACCOUNTING POLICIES

The following significant accounting policies are in conformity with generally
accepted accounting principles for investment companies. The preparation of
financial statements in accordance with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts and disclosures in the financial statements. Actual results could differ
from those estimates.

Security valuation - Investments are stated at amortized cost which approximates
market value.

Security transactions and interest income - Security transactions are accounted
for on a trade date basis (date the order to buy or sell is executed). Interest
income is recorded on the accrual basis and includes amortization of premium and
accretion of discount on investments. Realized gains and losses from security
transactions are determined on an identified cost basis.

Repurchase agreements - Repurchase agreements are fully collateralized by U.S.
Treasury or government agency securities. All collateral is held by the Fund's
custodian and is monitored daily to ensure that its market value at least equals
the repurchase price under the agreement.

Dividends to shareholders - The Fund declares a daily dividend, equal to its net
investment income for that day, payable monthly.


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SchwabFunds(R)                                                                11
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Deferred organization costs - Costs incurred in connection with the organization
of the Fund and its initial registration with the Securities and Exchange
Commission and with various states are amortized on a straight-line basis over a
five year period from the Fund's commencement of operations.

Expenses - Expenses arising in connection with the Fund are charged directly to
the Fund. Expenses common to all series of the Trust are allocated to each
series in proportion to their relative net assets.

Federal income taxes - It is the Fund's policy to meet the requirements of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its net investment income and realized net capital gains, if
any, to shareholders. Therefore, no federal income tax provision is required.
The Fund is considered a separate entity for tax purposes.

3. TRANSACTIONS WITH AFFILIATES

Investment advisory and administration agreements - The Trust has investment
advisory and administration agreements with Charles Schwab Investment
Management, Inc. (the "Investment Manager"). For advisory services and
facilities furnished, the Fund pays an annual fee, payable monthly, of .46% of
the first $2 billion of average daily net assets, .45% of such assets over $2
billion, and .40% of such assets in excess of $3 billion. Under these
agreements, the Fund incurred investment advisory and administration fees of
$354,000 for the year ended December 31, 1995, before the Investment Manager
reduced its fee (see Note 4).

Transfer agency and shareholder service agreements - The Trust has transfer
agency and shareholder service agreements with Charles Schwab & Co., Inc.
("Schwab"). For services provided under these agreements, Schwab receives an
annual fee, payable monthly, of .25% of average daily net assets. For the year
ended December 31, 1995, the Fund incurred transfer agency and shareholder
service fees of $192,000, before Schwab reduced its fees (see Note 4).

Officers and trustees - Certain officers and trustees of the Trust are also
officers or directors of the Investment Manager and/or Schwab. During the year
ended December 31, 1995, the Trust made no direct payments to its officers or
trustees who are "interested persons" within the meaning of the Investment
Company Act of 1940, as amended. The Fund did not incur fees related to the
Trust's unaffiliated trustees.


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SchwabFunds(R)                                                                12
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SCHWAB RETIREMENT MONEY FUND(R)
Notes to Financial Statements
For the year ended December 31, 1995

- --------------------------------------------------------------------------------

4. EXPENSES REDUCED BY THE INVESTMENT MANAGER AND SCHWAB

The Investment Manager and Schwab reduced a portion of their fees in order to
limit the Fund's ratio of operating expenses to average net assets. For the year
ended December 31, 1995, the total of such fees reduced by the Investment
Manager and Schwab was $16,000 and $128,000, respectively.

5. INVESTMENT TRANSACTIONS

Purchases, sales and maturities of investment securities for the year ended
December 31, 1995, aggregated (in thousands) $1,753,661 and $1,685,786,
respectively.


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SchwabFunds(R)                                                                13
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6. FINANCIAL HIGHLIGHTS

Per share income and capital changes for a share outstanding throughout the
period:

<TABLE>
<CAPTION>
                                                For the year     For the period
                                                   ended             ended
                                                December 31,      December 31,
                                                    1995             1994(1)
                                                ------------     --------------
<S>                                             <C>              <C>
Net asset value at beginning of period              $  1.00            $  1.00
Income from investment operations             
  Net investment income                                 .05                .03
  Net realized and unrealized gain (loss)     
   on investments                                       ---                ---
                                                    -------            -------
  Total from investment operations                      .05                .03
Less distributions                            
  Dividends from net investment income                 (.05)              (.03)
  Distributions from realized gain            
   on investments                                       ---                ---
                                                    -------            -------
  Total distributions                                  (.05)              (.03)
                                                    -------            -------
                                              
Net asset value at end of period                    $  1.00            $  1.00
                                                    =======            =======
                                              
Total return (%)                                       5.43               3.29
Ratios/Supplemental data                      
 Net assets, end of period(000s)                    $98,992            $31,415
 Ratio of expenses to average net assets(%)             .73                .73*
 Ratio of net investment income to            
  average net assets (%)                               5.28               4.04*
</TABLE>                                      
                                             
The Investment Manager and Schwab have reduced a portion of their fees in order
to limit the Fund's ratio of operating expenses to average net assets. Had these
fees not been reduced the ratio of expenses to average net assets for the
periods ended December 31, 1995 and 1994 would have been .92%, and 1.05%*,
respectively, and the ratio of net investment income to average net assets would
have been 5.09% and 3.72%*, respectively.

(1) For the period March 2, 1994 (commencement of operations) to 
    December 31, 1994.

 *  Annualized


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<PAGE>   164
SchwabFunds(R)                                                                14
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To the Board of Trustees
and Shareholders of the Schwab Retirement Money Fund(R)

In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments, the related statements of operations and of changes
in net assets and the financial highlights present fairly, in all material
respects, the financial position of the Schwab Retirement Money Fund (one of the
series constituting The Charles Schwab Family of Funds, hereafter referred to as
the "Trust") at December 31, 1995, the results of its operations for the year
then ended, and the changes in its net assets and the financial highlights for
the periods presented, in conformity with generally accepted accounting
principles. These financial statements and financial highlights (hereafter
referred to as "financial statements") are the responsibility of the Trust's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities at December 31, 1995 by correspondence with the
custodian, provide a reasonable basis for the opinion expressed above.

/s/ Price Waterhouse LLP
- ------------------------

PRICE WATERHOUSE LLP
San Francisco, California
January 31, 1996


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