Exhibit (l)(viii)
PURCHASE AGREEMENT
Schwab Investments (the "Trust"), a Massachusetts business trust,
and Xxxxxxx Xxxxxx & Co., Inc. ("Schwab"), a California corporation, hereby
agree as follows:
1. The Trust hereby offers and Schwab hereby purchases one unit
of beneficial interest in each class of shares of Series J, K, L, and M
representing, respectively, an interest in the Schwab California Tax-Free
YieldPlus Fund - Investors Shares, Schwab California Tax-Free YieldPlus Fund -
Select Shares, Schwab Tax-Free YieldPlus Fund - Investor Shares, and Schwab
Tax-Free YieldPlus Fund - Select Shares (the "Funds") at a price of $10.00 per
Share each (such units of beneficial interest being hereafter collectively known
as the "Shares"). Schwab hereby acknowledges purchase of the Shares and the
Funds hereby acknowledge receipt from Schwab of funds in the amount of $40.00
total in full payment for the Shares. It is further agreed that no certificate
for the Shares will be issued by the Funds.
2. Schwab represents and warrants to the Funds that the Shares
are being acquired for investment purposes and not with a view to the
distribution thereof.
3. The names "Schwab Investments" and "Trustees of Schwab
Investments" refer, respectively to the Trust created and the Trustees as
Trustees but not individually or personally, acting from time to time under an
Agreement and Declaration of Trust dated as of October 26, 1990, to which
reference is hereby made and a copy of which is on file at the Office of the
Secretary of State of the Commonwealth of Massachusetts and elsewhere as
required by law, and to any and all amendments thereto so filed or hereafter
filed. The obligations of "Schwab Investments" entered into in the name or on
behalf thereof by any of the Trustees, representatives or agents are not made
individually, but only in such capacities, and are not binding upon any of the
Trustees, Shareholders or representatives of the Trust personally, but bind only
the assets of the Trust, and all persons dealing with any series of Shares of
the Trust must look solely to the assets of the Trust belonging to such series
for the enforcement of any claims against the Trust.
Exhibit (l)(viii)
IN WITNESS WHEREOF, the parties hereto have executed the Agreement
as of the 14th day of November 2004.
Attest: SCHWAB INVESTMENTS
/s/ Xxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxx
--------------- -----------------------------
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President and
Chief Investment Officer
Attest: XXXXXXX XXXXXX & CO., INC.
/s/ Xxxx Xxxxxx By: /s/ Xxxx Xxxxx
--------------- -----------------------------
Name: Xxxx Xxxxx
Title: Senior Vice President
