As filed with the Securities and Exchange Commission on January 12, 2016
File Nos. 33-31894
811-5954
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | x | |
Post-Effective Amendment No. 95 |
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | x |
Amendment No. 96
THE CHARLES SCHWAB FAMILY OF FUNDS
(Exact Name of Registrant as Specified in Charter)
211 Main Street, San Francisco, California 94105
(Address of Principal Executive Offices)
(800) 648-5300
(Registrant’s Telephone Number, including Area Code)
Marie Chandoha
211 Main Street, San Francisco, California 94105
(Name and Address of Agent for Service)
Copies of communications to:
Douglas P. Dick, Esq. | John M. Loder, Esq. | David J. Lekich, Esq. | ||
Dechert LLP | Ropes & Gray LLP | Charles Schwab Investment Management, Inc. | ||
1900 K Street, N.W. | 800 Boylston Street | 211 Main Street | ||
Washington, DC 20006 | Boston, MA 02199-3600 | SF211MN-05-491 San Francisco, CA 94105 |
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d).
EXPLANATORY NOTE
This Post-Effective Amendment consists of the following:
1. Facing Sheet of the Registration Statement on Form N-1A (the Registration Statement).
2. This explanatory note.
3. Part C to the Registration Statement (including signature page).
4. Exhibits (j)(ii), (j)(iii), (j)(iv), (j)(v), (j)(vi), (j)(vii), (j)(viii), (j)(x), (j)(xi), (j)(xii), (j)(xiii) and (j)(xiv) to Item 28 to Part C of the Registration Statement.
This Post-Effective Amendment is being filed solely to file new Powers of Attorney for the Trustees of the Trust and the Chief Financial Officer of the Trust (exhibits (j)(ii), (j)(iii), (j)(iv), (j)(v), (j)(vi), (j)(vii), (j)(viii), (j)(x), (j)(xi), (j)(xii), (j)(xiii) and (j)(xiv)) to Item 28 to Part C of the Registration Statement.
Parts A and B of Post-Effective Amendment No. 94 to the Registration Statement filed on October 30, 2015, pursuant to Rule 485(a)(2) under the Securities Act of 1933, as amended (the 1933 Act), are incorporated by reference herein.
PEA No. 95
ITEM 28. | EXHIBITS. |
(a) | Amended and Restated Agreement and Declaration of Trust, dated May 9, 1995, is incorporated herein by reference to Exhibit (1) of Post-Effective Amendment No. 33 to Registrant’s Registration Statement on Form N-1A (File No. 811-5954), electronically filed with the SEC on February 13, 1998 (hereinafter referred to as PEA No. 33). |
(b) | Amended and Restated Bylaws of the Registrant, adopted November 16, 2004, are incorporated herein by reference to Exhibit (b) of Post-Effective Amendment No. 58 to Registrant’s Registration Statement on Form N-1A (File No. 811-5954), electronically filed with the SEC on April 28, 2005 (hereinafter referred to as PEA No. 58). |
(c)(i) | Article III, Sections 4 and 5; Article IV, Section 1; Article V; Article VI, Section 2; Article VIII, Section 4; and Article IX, Sections 1, 4 and 7 of the Amended and Restated Agreement and Declaration of Trust, dated as of May 9, 1995, are incorporated herein by reference to Exhibit (1) of PEA No. 33. |
(c)(ii) | Article 9 and Article 11 of the Amended and Restated Bylaws, dated as of November 16, 2004, are incorporated herein by reference to Exhibit (b) of PEA No. 58. |
(d)(i) | Investment Advisory and Administration Agreement between Registrant and Charles Schwab Investment Management, Inc. (the Investment Adviser) with respect to Schwab Money Market Fund, Schwab Government Money Fund and Schwab Municipal Money Fund, dated June 1, 2001, is incorporated herein by reference to Exhibit (d)(i) of Post-Effective Amendment No. 65 to Registrant’s Registration Statement on Form N-1A (File No. 811-5954), electronically filed with the SEC on April 25, 2007 (hereinafter referred to as PEA No. 65). |
(d)(ii) | Amendment, dated January 1, 2007, to the Investment Advisory and Administration Agreement between Registrant and Investment Adviser with respect to Schwab Money Market Fund, Schwab Government Money Fund and Schwab Municipal Money Fund, dated June 1, 2001, is incorporated herein by reference to Exhibit (d)(ii) of PEA No. 65. |
(d)(iii) | Amendment, dated June 5, 2007, to the Investment Advisory and Administration Agreement between Registrant and Investment Adviser with respect to Schwab Money Market Fund, Schwab Government Money Fund and Schwab Municipal Money Fund, dated June 1, 2001, is incorporated herein by reference to Exhibit (d)(iii) of Post-Effective Amendment No. 80 to Registrant’s Registration Statement on Form N-1A (File No. 811-5954), electronically filed with the SEC on April 6, 2012 (hereinafter referred to as PEA No. 80). |
(d)(iv) | Investment Advisory and Administration Agreement between Registrant and the Investment Adviser, with respect to the funds listed on Schedule A thereto, as amended, dated June 15, 1994, is incorporated herein by reference to Exhibit (5)(d) of Post-Effective Amendment No. 27 to Registrant’s Registration Statement on Form N-1A (File No. 811-5954), electronically filed with the SEC on April 30, 1997. |
(d)(v) | Schedule A, dated as of April 2, 2012, to the Investment Advisory and Administration Agreement between Registrant and the Investment Adviser, dated June 15, 1994, is incorporated herein by reference to Exhibit (d)(v) of PEA No. 80. |
(d)(vi) | Schedule B, to the Investment Advisory and Administration Agreement between Registrant and the Investment Adviser, dated June 15, 1994, is incorporated herein by reference to Exhibit (d)(v) of PEA No. 65. |
(d)(vii) | Schedule C, to the Investment Advisory and Administration Agreement between Registrant and the Investment Adviser, dated June 15, 1994, is incorporated herein by reference to Exhibit (d)(vi) of PEA No. 65. |
(d)(viii) | Schedule D, dated as of April 2, 2012, to the Investment Advisory and Administration Agreement between Registrant and the Investment Adviser, dated June 15, 1994, is incorporated herein by reference to Exhibit (d)(viii) of PEA No. 80. |
(d)(ix) | Letter of Agreement between Registrant, the Investment Adviser and Charles Schwab & Co., Inc. (Schwab), dated April 30, 2015, is incorporated herein by reference to Exhibit (d)(ix) of Post-Effective Amendment No. 92 to Registrant’s Registration Statement on Form N-1A (File No 811-5954), electronically filed with the SEC on April 29, 2015. |
(d)(x) | Expense Limitation Agreement, on behalf of the Funds listed on Schedule A, between the Investment Adviser, Schwab and Registrant, dated as of May 2, 2007, is incorporated herein by reference to Exhibit (d)(xii) of Post-Effective Amendment No. 66 to Registrant’s Registration Statement on Form N-1A (File No. 811-5954), electronically filed with the SEC on July 18, 2007. |
(d)(xi) | Schedule A, dated as of April 2, 2012, to the Expense Limitation Agreement between the Investment Adviser, Schwab and Registrant, dated May 2, 2007, is incorporated herein by reference to Exhibit (d)(xi) of Post-Effective Amendment No. 86 to Registrant’s Registration Statement on Form N-1A (File No. 811-5954), electronically filed with the SEC on April 25, 2014 (hereinafter referred to as PEA No. 86). |
ITEM 28. | EXHIBITS. |
(e)(i) | Amended and Restated Distribution Agreement between Registrant and Schwab, dated July 1, 2009, is incorporated herein by reference to Exhibit (e) of Post-Effective Amendment No. 73 to Registrant’s Registration Statement on Form N-1A (File No. 811-5954), electronically filed with the SEC on February 4, 2010 (hereinafter referred to as PEA No. 73). |
(e)(ii) | Amended Schedule A, dated April 2, 2012, to the Distribution Agreement between Registrant and Schwab, dated July 1, 2009, is incorporated herein by reference to Exhibit (e)(ii) of PEA No. 80. |
(f) | Inapplicable. |
(g)(i) | Amended and Restated Master Custodian Agreement between Registrant and State Street Bank and Trust Company, dated October 17, 2005, is incorporated herein by reference to Exhibit (g)(ii) of Post-Effective Amendment No. 59 to Registrant’s Registration Statement on Form N-1A (File No. 811-5954), electronically filed with the SEC on April 28, 2006 (hereinafter referred to as PEA No. 59). |
(g)(ii) | Amended Appendix A, dated March 14, 2012, to the Amended and Restated Master Custodian Agreement between Registrant and State Street Bank and Trust Company, dated October 17, 2005, is incorporated herein by reference to Exhibit (g)(ii) of PEA No. 80. |
(h)(i) | Transfer Agency and Service Agreement between Registrant and Boston Financial Data Services, Inc., dated July 1, 2009, is incorporated herein by reference to Exhibit (h)(i) of PEA No. 73. |
(h)(ii) | Amended Schedule A, dated March 14, 2012, to the Transfer Agency and Service Agreement between Registrant and Boston Financial Data Services, Inc. is incorporated herein by reference to Exhibit (h)(ii) of PEA No. 80. |
(h)(iii) | Shareholder Servicing and Sweep Administration Plan, dated July 1, 2009, is incorporated herein by reference to Exhibit (h)(ii) of PEA No. 73. |
(h)(iv) | Amended Schedule A, dated January 20, 2015, to the Shareholder Servicing and Sweep Administration Plan, dated July 1, 2009, is incorporated herein by reference to Exhibit (h)(iv) of Post-Effective Amendment No. 90 to Registrant’s Registration Statement on Form N-1A (File No. 811-5954), electronically filed with the SEC on January 20, 2015 (hereinafter referred to as PEA No. 90). |
(h)(v) | Amended Schedule B, dated April 2, 2012, to the Shareholder Servicing and Sweep Administration Plan, dated July 1, 2009, is incorporated herein by reference to Exhibit (h)(v) of PEA No. 80. |
(h)(vi) | Master Fund Accounting and Services Agreement between Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated herein by reference to Exhibit (g)(ix) of PEA No. 59. |
(h)(vii) | Amended Schedule A, dated April 2, 2012, to the Master Fund Accounting and Services Agreement between Registrant and State Street Bank and Trust Company, dated October 1, 2005 is incorporated herein by reference to Exhibit (h)(vii) of PEA 80. |
(i) | Not applicable. |
(j)(i) | Not applicable. |
(j)(ii) | Power of Attorney executed by Walter W. Bettinger II, dated January 1, 2016 is filed herein as Exhibit (j)(ii). |
(j)(iii) | Power of Attorney executed by Marie A. Chandoha, dated January 1, 2016 is filed herein as Exhibit (j)(iii). |
(j)(iv) | Power of Attorney executed by Joseph R. Martinetto, dated January 1, 2016 is filed herein as Exhibit (j)(iv). |
(j)(v) | Power of Attorney executed by Robert W. Burns, dated January 1, 2016 is filed herein as Exhibit (j)(v). |
(j)(vi) | Power of Attorney executed by John F. Cogan, dated January 1, 2016 is filed herein as Exhibit (j)(vi). |
(j)(vii) | Power of Attorney executed by Stephen Timothy Kochis, dated January 1, 2016 is filed herein as Exhibit (j)(vii). |
(j)(viii) | Power of Attorney executed by David L. Mahoney, dated January 1, 2016 is filed herein as Exhibit (j)(viii). |
(j)(ix) | Reserved. |
(j)(x) | Power of Attorney executed by Kimberly S. Patmore, dated January 1, 2016 is filed herein as Exhibit (j)(x). |
(j)(xi) | Power of Attorney executed by Charles A. Ruffel, dated January 1, 2016 is filed herein as Exhibit (j)(xi). |
(j)(xii) | Power of Attorney executed by Gerald B. Smith, dated January 1, 2016 is filed herein as Exhibit (j)(xii). |
(j)(xiii) | Power of Attorney executed by Joseph H. Wender, dated January 1, 2016 is filed herein as Exhibit (j)(xiii). |
ITEM 28. | EXHIBITS. |
(j)(xiv) | Power of Attorney executed by Mark D. Fischer, dated January 1, 2016 is filed herein as Exhibit (j)(xiv). |
(k) | Inapplicable. |
(l)(i) | Purchase Agreement between Registrant and Schwab relating to the Schwab U.S. Treasury Money Fund is incorporated herein by reference to Exhibit (13)(a) of PEA No. 33. |
(l)(ii) | Purchase Agreement between Registrant and Schwab relating to the Schwab Value Advantage Money Fund is incorporated herein by reference to Exhibit (13)(b) of PEA No. 33. |
(l)(iii) | Purchase Agreement between Registrant and Schwab relating to the Schwab Investor Money Fund and the Schwab Retirement Advantage Money Fund is incorporated herein by reference to Exhibit (13)(c) of PEA No. 33. |
(l)(iv) | Purchase Agreement between Registrant and Schwab relating to the Schwab New York Municipal Money Fund is incorporated herein by reference to Exhibit (13)(d) of PEA No. 33. |
(l)(v) | Purchase Agreement between Registrant and Schwab relating to the Schwab Municipal Money Fund-Value Advantage Shares is incorporated herein by reference to Exhibit (13)(e) of PEA No. 33. |
(l)(vi) | Purchase Agreement between Registrant and Schwab relating to the Schwab California Municipal Money Fund-Value Advantage Shares is incorporated herein by reference to Exhibit (13)(f) of PEA No. 33. |
(l)(vii) | Purchase Agreement between Registrant and Schwab relating to the Schwab New York Municipal Money Fund-Value Advantage Shares is incorporated herein by reference to Exhibit (13)(g) of PEA No. 33. |
(l)(viii) | Purchase Agreement between Registrant and Schwab relating to the Schwab New Jersey Municipal Money Fund is incorporated herein by reference to Exhibit (13)(i) of PEA No. 33. |
(l)(ix) | Purchase Agreement between Registrant and Schwab relating to the Schwab Pennsylvania Municipal Money Fund is incorporated herein by reference to Exhibit (13)(j) of PEA No. 33. |
(l)(x) | Purchase Agreement between Registrant and Schwab relating to the Schwab AMT Tax-Free Money Fund is incorporated herein by reference to Exhibit (13)(k) of Post-Effective Amendment No. 31 to Registrant’s Registration Statement on Form N-1A (File No. 811-5954), electronically filed with the SEC on December 3, 1997. |
(l)(xi) | Purchase Agreement between Registrant and Schwab relating to the Schwab Value Advantage Money Fund - Institutional Shares is incorporated herein by reference to Exhibit (l)(xii) of Post-Effective Amendment No. 46 to Registrant’s Registration Statement on Form N-1A (File No. 811-5954), electronically filed with the SEC on November 15, 2002. |
(l)(xii) | Purchase Agreement between Registrant and Schwab relating to the Schwab Value Advantage Money Fund - Select Shares® is incorporated herein by reference to Exhibit (l)(xiv) of Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A (File No. 811-5954), electronically filed with the SEC on February 24, 2003. |
(l)(xiii) | Purchase Agreement between Registrant and Schwab relating to the Schwab Massachusetts Municipal Money Fund is incorporated herein by reference to Exhibit (l)(xiv) of Post-Effective Amendment No. 52 to Registrant’s Registration Statement on Form N-1A (File No. 811-5954), electronically filed with the SEC on May 8, 2003 (hereinafter referred to as PEA No. 52). |
(l)(xiv) | Purchase Agreement between Registrant and Schwab relating to the Schwab Municipal Money Fund - Institutional Shares and Select Shares is incorporated herein by reference to Exhibit (l)(xv) of PEA No. 52. |
(l)(xv) | Purchase Agreement between Registrant and Schwab relating to the Schwab Cash Reserves – Sweep Shares and Schwab Advisor Cash Reserves – Sweep Shares and Premier Sweep Shares is incorporated herein by reference to Exhibit (l)(xvi) of Post-Effective Amendment No. 55 to Registrant’s Registration Statement on Form N-1A (File No. 811-5954), electronically filed with the SEC on July 8, 2004. |
(l)(xvi) | Purchase Agreement between Registrant and Schwab relating to the Schwab Treasury Obligations Fund – Value Advantage Shares and Sweep Shares is incorporated herein by reference to Exhibit (l)(xvii) to PEA No. 80. |
(m) | Inapplicable. |
(n)(i) | Amended and Restated Multiple Class Plan, adopted on October 20, 1989, amended and restated as of December 10, 2014, is incorporated herein by reference to Exhibit (n)(i) of PEA No. 90. |
ITEM 28. | EXHIBITS. |
(n)(ii) | Amended Schedule A, dated December 10, 2014, to the Amended and Restated Multiple Class Plan, adopted on October 20, 1989, amended and restated as of December 10, 2014, is incorporated herein by reference to Exhibit (n)(ii) of PEA No. 90. |
(o) | Inapplicable. |
(p) | Registrant, Investment Adviser and Schwab Code of Ethics, dated June 14, 2013, is incorporated herein by reference to Exhibit (p) of PEA No. 86. |
Name and Position with Adviser | Name of Other Company | Capacity | ||
Charles R. Schwab, Chairman and Director | Charles Schwab & Co., Inc. | Chairman and Director | ||
Charles Schwab Bank | Chairman and Director | |||
The Charles Schwab Corporation | Chairman and Director |
Name and Position with Adviser | Name of Other Company | Capacity | ||
Schwab Holdings, Inc. | Chairman, Chief Executive Officer and Director | |||
Schwab International Holdings, Inc. | Chairman and Chief Executive Officer | |||
Schwab (SIS) Holdings, Inc. I | Chairman and Chief Executive Officer | |||
Charles Schwab Foundation | Director | |||
JustAnswer Corp. | Director | |||
Museum of American Finance | Advisory Board | |||
San Francisco Museum of Modern Art | Board of Trustees | |||
Charles and Helen Schwab Foundation | Director | |||
Yahoo! Inc. | Director | |||
Marie Chandoha, Director, President and Chief Executive Officer | Schwab Funds | Trustee, President and Chief Executive Officer | ||
Laudus Funds | Trustee, President and Chief Executive Officer | |||
Schwab ETFs | Trustee, President and Chief Executive Officer | |||
Charles Schwab Worldwide Funds, plc | Director | |||
Charles Schwab Asset Management (Ireland) Limited | Director | |||
Omar Aguilar, Senior Vice President and Chief Investment Officer – Equities | Schwab Funds | Senior Vice President and Chief Investment Officer – Equities | ||
Laudus Funds | Senior Vice President and Chief Investment Officer – Equities | |||
Schwab ETFs | Senior Vice President and Chief Investment Officer – Equities | |||
Brett Wander, Senior Vice President and Chief Investment Officer – Fixed Income | Schwab Funds | Senior Vice President and Chief Investment Officer – Fixed Income | ||
Laudus Funds | Senior Vice President and Chief Investment Officer – Fixed Income | |||
Schwab ETFs | Senior Vice President and Chief Investment Officer – Fixed Income | |||
David Lekich, Chief Counsel and Senior Vice President | Charles Schwab & Co., Inc. | Senior Vice President and Associate General Counsel | ||
Schwab Funds | Secretary and Chief Legal Officer | |||
Laudus Funds | Vice President and Assistant Clerk | |||
Schwab ETFs | Secretary and Chief Legal Officer | |||
Michael Hogan, Chief Compliance Officer | Schwab Funds | Chief Compliance Officer | ||
Schwab ETFs | Chief Compliance Officer | |||
Laudus Funds | Chief Compliance Officer | |||
Charles Schwab & Co., Inc. | Senior Vice President and Chief Compliance Officer | |||
Name and Position with Adviser | Name of Other Company | Capacity | ||
George Pereira, Senior Vice President, Chief Financial Officer and Chief Operating Officer | Schwab Funds | Senior Vice President and Chief Operating Officer | ||
Laudus Funds | Senior Vice President and Chief Operating Officer | |||
Schwab ETFs | Senior Vice President and Chief Operating Officer | |||
Charles Schwab Worldwide Funds, plc | Director | |||
Charles Schwab Asset Management (Ireland) Limited | Director |
Name | Position and Offices with the Underwriter | Position and Offices with the Registrant | ||
Charles R. Schwab | Chairman | None | ||
Walter W. Bettinger II | President and Chief Executive Officer | Chairman and Trustee | ||
Steven H. Anderson | Executive Vice President, Schwab Retirement Plan Services | None | ||
Ron Carter | Executive Vice President, Operational Services | None | ||
Bernard J. Clark | Executive Vice President and Head of Advisor Services | None | ||
Jonathan M. Craig | Executive Vice President and Chief Marketing Officer | None | ||
Peter Crawford | Executive Vice President, Finance | None | ||
David R. Garfield | Executive Vice President, General Counsel and Corporate Secretary | None | ||
G. Andrew Gill | Executive Vice President, Client Solutions | None | ||
Naureen Hassan | Executive Vice President, Investor Services Segments and Platforms | None | ||
Lisa Kidd Hunt | Executive Vice President, International Services and Special Business Development | None | ||
Terri R. Kallsen | Executive Vice President, Investor Services | None | ||
Joseph R. Martinetto | Executive Vice President and Chief Financial Officer | None | ||
James D. McCool | Executive Vice President, Corporate Initiatives | None | ||
Jim McGuire | Executive Vice President and Chief Information Officer | None | ||
Nigel J. Murtagh | Executive Vice President, Corporate Risk | None | ||
Leona Tang | Executive Vice President, Internal Audit | None | ||
Martha Tuma | Executive Vice President, Human Resources | None |
Name | Position and Offices with the Underwriter | Position and Offices with the Registrant | ||
Paul V. Woolway | Executive Vice President and President, Charles Schwab Bank | None |
THE CHARLES SCHWAB FAMILY OF FUNDS |
Registrant |
Marie A. Chandoha* |
Marie A. Chandoha, President and Chief Executive Officer |
Signature | Title | |
Walter W. Bettinger II* Walter W. Bettinger II | Chairman and Trustee | |
Marie A. Chandoha* Marie A. Chandoha | Trustee, President and Chief Executive Officer | |
Joseph R. Martinetto* Joseph R. Martinetto | Trustee | |
Robert W. Burns* Robert W. Burns | Trustee | |
John F. Cogan* John F. Cogan | Trustee | |
Stephen Timothy Kochis* Stephen Timothy Kochis | Trustee | |
David L. Mahoney* David L. Mahoney | Trustee | |
Kimberly S. Patmore* Kimberly S. Patmore | Trustee | |
Charles A. Ruffel* Charles A. Ruffel | Trustee | |
Gerald B. Smith* Gerald B. Smith | Trustee | |
Joseph H. Wender* Joseph H. Wender | Trustee | |
Mark D. Fischer* Mark D. Fischer | Treasurer and Chief Financial Officer |
*By: | /s/ Douglas P. Dick Douglas P. Dick, Attorney-in-Fact Pursuant to Power of Attorney |
Exhibit (j)(ii) | Power of Attorney for Walter W. Bettinger II |
Exhibit (j)(iii) | Power of Attorney for Marie A. Chandoha |
Exhibit (j)(iv) | Power of Attorney for Joseph R. Martinetto |
Exhibit (j)(v) | Power of Attorney for Robert W. Burns |
Exhibit (j)(vi) | Power of Attorney for John F. Cogan |
Exhibit (j)(vii) | Power of Attorney for Stephen Timothy Kochis |
Exhibit (j)(viii) | Power of Attorney for David L. Mahoney |
Exhibit (j)(x) | Power of Attorney for Kimberly S. Patmore |
Exhibit (j)(xi) | Power of Attorney for Charles A. Ruffel |
Exhibit (j)(xii) | Power of Attorney for Gerald B. Smith |
Exhibit (j)(xiii) | Power of Attorney for Joseph H. Wender |
Exhibit (j)(xiv) | Power of Attorney for Mark D. Fischer |