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.
IN WITNESS WHEREOF, the parties hereto have executed the Agreement as of
the 14th day of November 2004.
Attest: SCHWAB INVESTMENTS
_____________ By: _____________________
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President and
Chief Investment Officer
Attest: XXXXXXX XXXXXX & CO., INC.
_____________ By: __________________________
Name: Xxxx Xxxxx
Title: Senior Vice President
