Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Declaration of Trust of the Fund is on file with the Secretary of the Commonwealth of Massachusetts, and notice hereby is given that this Agreement is executed on behalf of the Fund by an officer of the Fund in his or her capacity as an officer of the Fund and not individually and that the obligations of the Fund under or arising out of this Agreement are not binding upon any of the trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. [The remainder of this page has been intentionally left blank.]
Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Agreement is executed on behalf of the Fund by an officer or trustee of the Fund in his or her capacity as an officer or trustee of the Fund and not individually and that the obligations under or arising out of this Agreement are not binding upon any of the trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund and the Investment Adviser in accordance with its terms. Very truly yours, By: Name: Title: NUVEEN ASSET MANAGEMENT By: Name: Title: THE FOREGOING AGREEMENT IS HEREBY CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX XXXXXXX & CO. INCORPORATED [ ] By: Xxxxxx Xxxxxxx & Co. Incorporated By: Name: Title: For themselves and the other several Underwriters named in Schedule A hereto. SCHEDULE A Number of MuniFund Term Preferred Shares, [ ]% Series 2015 SCHEDULE B
Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding between the Fund, the Manager and Xxxxx, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Fund and the Manager and Xxxxx. Very truly yours, PIMCO Corporate & Income Opportunity Fund By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President Pacific Investment Management Company LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President ACCEPTED as of the date first-above written: JONESTRADING INSTITUTIONAL SERVICES LLC By: /s/ Xxxxx XxXxxx Name: Xxxxx XxXxxx Title: CFO SCHEDULE 1 FORM OF PLACEMENT NOTICE From: [ ] Cc: [ ] To: [ ] Subject: Capital On Demand - Placement Notice Date: Gentlemen: Pursuant to the terms and subject to the conditions contained in the Capital On Demand™ Sales Agreement between PIMCO Corporate & Income Opportunity Fund (the “Fund”), Pacific Investment Management Company LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated March 23, 2017, I hereby request on behalf of the Fund that Xxxxx sell up to 14,500,000 shares of the Fund’s common shares of beneficial interest, $0.00001 par value per share, at a minimum market price of $ per share. The time period during which sales are requested to be made shall be . [No more than shares may be sold in any one trading day.] Commission/Discount: ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY XXXXX, AND/OR THE CAPACITY IN WHICH XXXXX MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH). SCHEDULE 2
Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among the Fund, the Investment Adviser, the Sub-Adviser and the Underwriters, please so indicate in the space provided below, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser, the Sub-Adviser and the Underwriters, severally. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES FUND By: Title: NUVEEN FUND ADVISORS, INC. By: Title: SYMPHONY ASSET MANAGEMENT LLC By: Title: Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC By: Title: By: Title: SCHEDULE A Underwriters Number of Shares UBS Securities LLC [—] Total SCHEDULE B FORM OF OPINION OF K&L GATES LLP REGARDING THE FUND SCHEDULE C FORM OF OPINION OF INTERNAL COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 SCHEDULE D FORM OF OPINION OF [—] REGARDING SYMPHONY ASSET MANAGEMENT, LLC SCHEDULE E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTER
Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Trustees of the Fund as Trustees and not individually and that the obligations or arising out of this Underwriting Agreement are not binding upon any of the Trustees or beneficiaries individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among the Fund and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser and the Underwriters, severally. Very truly yours, XXXX XXXXXXX PREFERRED INCOME FUND III -------------------------- By: Xxxxxxx X. Xxxx Title: Chairman, President and Chief Executive Officer XXXX XXXXXXX ADVISERS, LLC -------------------------- By: Xxxxxxx X. Xxxx Title: Chairman, President and Chief Executive Officer Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC By: UBS SECURITIES LLC -------------------------- By: Xxxxx Xxxxxxxx Title: Managing Director -------------------------- By: Xxxx X. Reit Title: Executive Director SCHEDULE A Number of Shares Name to be Purchased ---- ---------------
Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of each of the Fund and the Adviser is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund and the Adviser, respectively, by an officer or Trustee of the Fund or the Adviser, as the case may be, in his or her capacity as an officer or Trustee of the Fund or the Adviser, as the case may be, and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund or the Adviser, as the case may be. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Fund and the Advisers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund and the Advisers in accordance with its terms. Very truly yours, XXXXX XXXXX TAX-MANAGED GLOBAL DIVERSIFIED EQUITY INCOME FUND By ------------------------------------ Name: ---------------------------------- Title: --------------------------------- XXXXX XXXXX MANAGEMENT By ------------------------------------ Name: ---------------------------------- Title: --------------------------------- RAMPART INVESTMENT MANAGEMENT COMPANY, INC. By ------------------------------------ Name: ---------------------------------- Title: --------------------------------- CONFIRMED AND ACCEPTED, as of the date first above written: WACHOVIA CAPITAL MARKETS, LLC CITIGROUP GLOBAL MARKETS INC. XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED XXXXXX XXXXXXX & CO. INCORPORATED UBS SECURITIES LLC X.X. XXXXXXX & SONS, INC. XXXXXX X. XXXXX & CO. BANC OF AMERICA SECURITIES LLC BB&T CAPITAL MARKETS, A DIVISION OF XXXXX & XXXXXXXXXXXX, INC. XXXXXXX, XXXXXX & CO. XXXXXX, XXXXX XXXXX, INCORPORATED H&R BLOCK FINANCIAL ADVISORS, INC. J.J.B. XXXXXXXX, X.X. XXXXX, INC. XXXXXX XXXXXXXXXX XXXXX LLC XXXXXXXXXXX & CO. INC. XXXXXXX XXXXX & ASSOCIATES, INC. RBC CAPITAL MARKETS CORPORATION XXXX XXXX & CO., INC. SOUTHWEST SECURITIES, INC. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED SUNTRUST CAPITAL MARKETS, INC. WEDBUSH XXXXXX SECURITIES INC. XXXXX FARGO SECURITIES, LLC By: WACHOVIA CAPITAL MARKETS, LLC By ---------------------------------- Authorized Signatory For themselves and as Representatives of the Underwrite...
Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of each of the Fund and Xxxxx Xxxxx is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund and Xxxxx Xxxxx, respectively, by an officer or Trustee of the Fund or Xxxxx Xxxxx, as the case may be, in his or her capacity as an officer or Trustee of the Fund or Xxxxx Xxxxx, as the case may be, and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund or Xxxxx Xxxxx, as the case may be. If the foregoing correctly sets forth the understanding among the Fund, the Investment Adviser and the Underwriters, please so indicate in the space provided below, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser and the Underwriters, severally. Very truly yours, XXXXX XXXXX CREDIT OPPORTUNITIES FUND By: ------------------------------------ Title: --------------------------------- XXXXX XXXXX MANAGEMENT By: ------------------------------------ Title: --------------------------------- Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC By: --------------------------------- Title: ------------------------------ By: --------------------------------- Title: ------------------------------ SCHEDULE A Underwriters Number of Shares ------------ ---------------- UBS Securities LLC [_________________] Total..................................................... ================ Schedule A-1 SCHEDULE B FORM OF OPINION OF XXXXXXXXXXX & XXXXXXXX LLP REGARDING THE FUND
Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Declaration of Trust is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among the Fund, the Investment Manager and the Underwriters, please so indicate in the space provided below, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Manager and the Underwriters, severally. Very truly yours, PIMCO CALIFORNIA MUNICIPAL INCOME FUND II ____________________________ By: Title: PIMCO FUNDS ADVISORS LLC ____________________________ By: Title: Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS WARBURG LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED By: UBS WARBURG LLC _____________________________ By: Xxxx X. Reit Title: Executive Director _____________________________ By: Xxxx X. Key Title: Director SCHEDULE A Number of Shares Name to be Purchased UBS Warburg LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxxx & Sons, Inc. Prudential Securities Incorporated Total SCHEDULE B FORM OF OPINION OF ROPES & XXXX REGARDING THE FUND August __, 2002 UBS Warburg LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxxx & Sons, Inc. Prudential Securities Incorporated c/o UBS Warburg LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: We have acted as counsel to PIMCO California Municipal Income Fund II (the "Fund") in connection with the proposed issuance of 2,080 Auction Preferred Shares, Series A, 2,080 Auction Preferred Shares, Series B, 2,080 Auction Preferred Shares, Series C, 2,080 Auction Preferred Shares, Series D, and 2,080 Auction Preferred Shares, Series E (together, the "APS"). This opinion is furnished to you pursuant to Section 6(e) of the Underwriting Agreement dated as of August 16, 2002 (the "Underwriting Agreement") among the Fund, PIMCO Funds Advisors LLC (the "Investment Manager...
Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. [Remainder of page intentionally left blank] Very truly yours, NUVEEN FLEXIBLE INVESTMENT INCOME FUND By: Name: Title: NUVEEN FUND ADVISORS, LLC By: Name: Title: NWQ INVESTMENT MANAGEMENT COMPANY, LLC By: Name: Title: Accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC [Others] Nuveen Securities, LLC Acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto By: Xxxxxx Xxxxxxx & Co. LLC By: Name: Title: By: By: Name: Title: By: By: Name: Title: [Underwriting Agreement – Signature Page] By: By: Name: Title: By: Name: Title: By: By: Name: Title: SCHEDULE I Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxxx & Co. LLC Nuveen Securities, LLC Total:
Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Certificate of Trust of the Fund is on file with the Secretary of State of the State of Delaware, and notice hereby is given that this Agreement is executed on behalf of the Fund by an officer or trustee of the Fund in his or her capacity as an officer or trustee of the Fund and not individually and that the obligations under or arising out of this Agreement are not binding upon any of the trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund.
