Appears in 1 contract

Samples: Sales Agreement (Pimco Income Strategy Fund)

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 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, NUVEEN INTERMEDIATE DURATION MUNICIPAL TERM FUND By: ~~/s/ Xxxxx Xxxxxxx~~ Name: ~~Xxxxx X. Xxxxxxx~~ Title: ~~President~~ NUVEEN FUND ADVISORS, INC. By: ~~/s/ Xxxxx Xxxxxxx~~ Name: ~~Xxxxx X. Xxxxxxx~~ Title: ~~Managing Director~~ NUVEEN ASSET MANAGEMENT, LLC By: ~~/s/ Xxxxx XxXxxx~~ Name: ~~Xxxxx XxXxxx~~ Title: ~~CFO From~~Accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated UBS Securities LLC 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: Citigroup Global Markets Inc. By: Name: Title: By: Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated By: Name: Title: By: UBS Securities LLC By: Name: Title: By: Name: Title: Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated UBS Securities LLC Nuveen Securities LLC Total: 1. Retail Omitting Prospectus: Client guide dated November [ ], 2012. 2. Press release dated December [ ], 2012. [Add broker-only materials] 1. Number of Shares Sold: [ ~~] Cc~~] 2. Number of Additional Shares: [ ~~] To: [ ] Subject: Capital On Demand - Placement Notice Date: Gentlemen: Pursuant~~ ] 1. The Fund (A) has been formed and is validly existing under the Declaration of Trust and the laws of the Commonwealth of Massachusetts as a voluntary association with transferable shares of beneficial interest commonly referred to as a “Massachusetts business trust,” (B) is in good standing with the Office of the Secretary of the Commonwealth of Massachusetts and (C) has full power and authority as a business trust to conduct all the activities conducted by it, to own its property and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and the Fund is duly qualified to transact business and in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Fund Material Adverse Effect. The Fund has no subsidiaries. 2. The Fund meets the requirements for the use of Form N-2 under the Acts; the Registration Statement is effective under the Securities Act and, to the best of our knowledge based on (A) a telephone conversation of one of the Transaction Lawyers with a member of the staff of the Commission, (B) our internal procedures and (C) the Fact Certificate, no stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose are pending before or threatened by the Commission. 3. The Fund has the power and authority as a Massachusetts business trust to enter into each of the Underwriting Agreement, the Investment Management Agreement, the Custodian Agreement and the Transfer Agency Agreement (the Investment Management Agreement, the Custodian Agreement and the Transfer Agency Agreement are collectively referred to as the “Fund Transaction Documents”) and each such Fund Transaction Document and the Underwriting Agreement has been duly authorized, executed and delivered by the Fund. 4. Assuming due authorization, execution and delivery by the other parties thereto, each of the Fund Transaction Documents and the Plan constitutes the valid and binding agreement of the Fund enforceable in accordance with its terms, (A) subject, as to enforcement, to applicable bankruptcy, insolvency, and similar laws affecting creditors’ rights generally, whether statutory or decisional, and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law) and (B) except as rights to indemnity thereunder may be limited by federal or state securities laws. 5. The execution and delivery by the Fund of the Underwriting Agreement and each of the Fund Transaction Documents, the adoption by the Fund of the Plan, and the performance by the Fund of its obligations under the Underwriting Agreement and each of the Fund Transaction Documents, each in accordance with its terms, do not (A) violate the Declaration of Trust of By-laws, (B) constitute a violation of, or a breach or default under, the express terms of any agreement, contract or other instrument identified on EXHIBIT A to this opinion or (C) cause the creation of any security interest or lien upon any of the property of the Fund pursuant to the express terms of any agreement, contract or other instrument identified on EXHIBIT A to this opinion (other than those expressly created by such agreements, contracts or other instrument). 6. None of the execution, delivery or performance by the Fund of its obligations under the Underwriting Agreement or the Fund Transaction Documents nor the compliance by the Fund with the terms and ~~subject~~ provisions thereof will violate in any material respect any provision of applicable law of any government or government instrumentality having jurisdiction over the Fund or any of its properties, assets or operations. 7. None of the execution, delivery or performance by the Fund of its obligations under the Underwriting Agreement or any of the Fund Transaction Documents nor the compliance by the Fund with the terms and provisions thereof will violate or conflict with any order known to us and applicable to the ~~conditions contained~~ Fund. 8. The Fund is registered with the Commission pursuant to Section 8 of the Investment Company Act as a diversified, closed-end management investment company, and the Declaration of Trust and By-laws comply in all material respects with the ~~Capital On Demand™ Sales Agreement between PIMCO Income Strategy Fund~~ Investment Company Act and the rules and regulations of the Commission under the Investment Company Act (the “~~Fund~~Investment Company Act Rules and Regulations”). To our knowledge, ~~Pacific Investment Management Company LLC~~ no order of suspension or revocation of such registration has been issued or proceedings therefor initiated or threatened by the Commission; and ~~JonesTrading Institutional Services LLC (“Xxxxx”) dated September 7~~to our knowledge no person is serving or acting as an officer or trustee of, ~~2018~~or investment adviser to, ~~I hereby request on behalf~~ the Fund except in accordance with the provisions of the Investment Company Act and the Advisers Act. 9. The Fund ~~that Xxxxx sell up~~ is authorized, under the Declaration of Trust and Massachusetts law, to ~~[•] shares~~ issue an unlimited number of ~~the Fund’s~~ its common shares of beneficial interest, $~~0.00001~~ 0.01 par value per share. The Firm Shares and the 5,250 common shares of beneficial interest, $0.01 par value per share, ~~at a minimum market price~~ of ~~$ per share. The time period during which sales~~ the Fund issued and sold to the Investment Adviser (the “Seed Capital Shares”) have been duly authorized; the Seed Capital Shares have been validly issued and are ~~requested to~~ fully paid and (except as set forth under the caption “CERTAIN PROVISIONS IN THE DECLARATION OF TRUST AND BY-LAWS” in the Registration Statement, the Time of Sale Prospectus and the Prospectus) nonassessable; and the Firm Shares will be ~~made shall be . [No more than shares may be sold~~ validly issued, fully paid and (except as set forth under the caption “CERTAIN PROVISIONS IN THE DECLARATION OF TRUST AND BY-LAWS” in ~~any one trading day~~the Registration Statement, the Time of Sale Prospectus and the Prospectus) nonassessable when issued (whether or not in certificated form), sold, paid for and delivered as contemplated by the Underwriting Agreement.] 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).

Appears in 1 contract

Samples: Underwriting Agreement (Nuveen Intermediate Duration Municipal Term Fund)

Appears in 1 contract

Samples: Sales Agreement (PIMCO Dynamic Credit & Mortgage Income Fund)

Appears in 1 contract

Samples: Underwriting Agreement (Nuveen High Income 2023 Target Term Fund)

Appears in 1 contract

Samples: Underwriting Agreement (Nuveen High Income December 2018 Target Term Fund)

Appears in 1 contract

Samples: Sales Agreement (PIMCO Income Opportunity Fund)

Appears in 1 contract

Samples: Sales Agreement (PIMCO Dynamic Income Fund)

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~~ Trustees of the Fund ~~in his or her capacity~~ as ~~an officer or Trustee of the Fund~~ Trustees and not individually and that the obligations ~~under~~ or arising out of this Underwriting Agreement are not binding upon any of the ~~Trustees, officers~~ Trustees or ~~shareholders~~ beneficiaries individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding ~~between~~ among the ~~Fund,~~ Fund and the ~~Manager and Xxxxx~~Underwriters, please so indicate in the space provided below for ~~that~~ the purpose, whereupon this letter and your acceptance shall constitute a binding agreement ~~between~~ among the ~~Fund~~ Fund, the Investment Adviser and the ~~Manager and Xxxxx~~Underwriters, severally. Very truly yours, JOHN HANCOCK PREFERRED IXXXXE XXXX ------------------------------------ By: ~~/s/ Xxxxx Xxxxxxx Name: Xxxxx X. Xxxxxxx~~ Title: ~~President~~ JOHN HANCOCK ADVISERS, LXX ------------------------------------ By: ~~/s/ Xxxxx Xxxxxxx Name: Xxxxx X. Xxxxxxx~~ Title: ~~Managing Director~~ 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 By: ~~/s/ Xxxxx XxXxxx Name~~UBS WARBURG LLC ------------------------------------ By: ~~Xxxxx XxXxxx~~ Todd A. Reit Title: ~~CFO From: [ ] Cc: [ ] To: [ ] Subject: Capital On Demand - Placement Notice Date: Gentlemen: Pursuant~~ Exexxxxxx Director SCHEDULE A Number of Shares Name to be Purchased UBS Warburg Total SCHEDULE B FORM OF OPINION OF HALE & DORR REGARDING THX XXND 1. The Trust is validly existing as a business trust in good standing under the laws of the Commonwealth of Massachusetts and has business trust power and authority to carry on its business and own, lease and operate its properties as described in the Prospectus, and to enter into and perform its obligations under the Underwriting Agreement. 2. The authorized, issued and outstanding shares of beneficial interest of the Trust as of the date of the Prospectus are as set forth in the Prospectus under the caption "Description of Shares". All issued and outstanding shares of beneficial interest of the Trust as of the date hereof have been duly authorized, validly issued, and fully paid and are not subject to any preemptive or similar statutory rights under the Massachusetts Business Trust statute or, to our knowledge, similar contractual rights granted by the Trust. 3. The Shares have been duly authorized and, when issued and delivered to the Underwriters against payment therefor pursuant to the Underwriting Agreement, will be validly issued and fully paid. 4. The Registration Statement has been declared effective under the Securities Act. Any required filing of the Prospectus pursuant to Rule 497(c) or Rule 497(h) has been made in the manner and within the time period required by Rule 497. To the best of our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act. To the best of our knowledge, no order of suspension or revocation of registration pursuant to Section 8(e) of the Investment Company Act of 1940, as amended (the "1940 Act"), has been issued, and no proceedings for any such purpose have been instituted or are pending or threatened by the Commission. 5. The Trust is registered with the Commission under the 1940 Act as a closed-end, diversified management investment company; and, to the best of our knowledge, no order of suspension or revocation of such registration has been issued nor have any proceedings therefor been initiated or threatened by the Commission. 6. The Underwriting Agreement has been duly authorized, executed and delivered by the Trust. 7. Each of the Investment Advisory Agreement between the Trust and the Adviser, dated August __, 2002 (the "Investment Advisory Agreement"), the Custodian Agreement between the Trust and The Bank of New York, dated August __, 2002 (the "Custodian Agreement"), the Transfer Agency Agreement between the Trust and Mellon Investor Services, LLC, dated August __, 2002 (the "Transfer Agency Agreement"), the Underwriting Agreement, the Shareholder Servicing Agreement between the Adviser and UBS Warburg, LLC, dated August __, 2002 and the Additional Compensation Agreement between the Adviser and UBS Warburg, LLC, dated August __, 2002 comply in all material respects with all applicable provisions of the 1940 Act, the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and the rules and regulations of the Commission under the 1940 Act and the Advisers Act. 8. Each of the Investment Advisory Agreement, the Custodian Agreement, and the Transfer Agency Agreement, has been duly authorized by all requisite action on the part of the Trust, executed and delivered by the Trust, as of the date noted therein. Assuming due authorization, execution and delivery by the other parties thereto, each of the Investment Advisory Agreement, the Custodian Agreement, and the Transfer Agency Agreement constitutes a valid and binding agreement of the Trust, enforceable against the Trust in accordance with their respective terms. 9. The execution, delivery and performance of the Investment Advisory Agreement, Transfer Agency Agreement, Custodian Agreement and the Underwriting Agreement by the Trust, the compliance by the Trust with all the provisions thereof and the consummation by the Trust of the transactions contemplated thereby (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption "Use of Proceeds") do not and will not (A) require any consent, approval, authorization or other order of, or qualification with, any court or governmental body or agency (except such as may be required under the securities or Blue Sky laws of the various states or the National Association of Securities Dealers, Inc. or as have been obtained under the federal securities laws), (B) conflict with or constitute a breach of any of the terms or provisions of, or a default under, or result in the imposition of a lien, charge or encumbrance upon the assets of the Trust pursuant to any indenture, loan agreement, mortgage, lease or other agreement or instrument filed as an exhibit to the Registration Statement, (C) violate or conflict with the Declaration of Trust or By-laws, (D) violate or conflict with any applicable U.S. federal or Massachusetts state law, rule or regulation which in our experience is normally applicable in transactions of the type contemplated by the Underwriting Agreement, or (E) violate or conflict with any judgment, order or decree specifically naming the Trust or its property of which we are aware. 10. The Shares have been approved for listing on the New York Stock Exchange, subject to official notice of issuance, and the Trust's Registration Statement on Form 8-A under the Exchange Act as amended is effective. 11. We do not know of any legal or governmental proceedings pending or threatened against the Trust. 12. The statements in the Prospectus under the caption "Description of the Shares" and in Item 29 of Part C of the Registration Statement, insofar as such statements constitute matters of law or legal conclusions, are correct in all material respects. 13. The Trust does not require any tax or other rulings to enable it to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. 14. Each of the section in the Prospectus entitled "U.S. Federal Income Tax Matters" and the section in the Statement of Additional Information entitled "U.S. Federal Income Tax Matters" is a fair summary of the principal United States federal income tax rules currently in effect applicable to the Trust and to the purchase, ownership and disposition of the Shares. 15. The Registration Statement, including any Rule 430A Information, the Prospectus and each amendment or supplement to the Registration Statement and Prospectus as of their respective effective or issue dates (other than the financial statements and supporting schedules including the notes and schedules thereto, or any other financial or accounting data included therein or omitted therefrom, as to which we express no opinion), and the notification on Form N-8A complied as to form in all material respects with the requirements of the Securities Act, the 1940 Act and the rules and regulations of the Commission thereunder. In connection with the preparation of the Registration Statement, the Prospectus and the Statement of Additional Information, we have participated in conferences with officers and representatives of the Trust and the Adviser, representatives of the Underwriters, counsel for the Underwriters and the independent accountants of the Trust, at which conferences we made inquiries of such persons and others and discussed the contents of the Registration Statement and the Prospectus and the Statement of Additional Information. While the limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such that we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, subject to the ~~conditions~~ foregoing and based on such participation, inquiries and discussions, no facts have come to our attention which have caused us to believe that the Registration Statement, as of the Effective Date (but after giving effect to changes incorporated pursuant to Rule 430A under the Securities Act), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading (except that we express no such view with respect to the financial statements, including the notes and schedules thereto, or any other financial or accounting data included therein), or that the Prospectus, as of the date it was filed with the Commission pursuant to Rule 497 under the Securities Act or as of the date hereof, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (except that we express no such view with respect to the financial statements, including the notes and schedules thereto, or any other financial or accounting data included therein). SCHEDULE C FORM OF OPINION OF INTERNAL COUNSEL REGARDING JOHN HANCOCK ADVISERS, LXX x. Xxxx Hancock Advisers, LXX ("Xxxx Xxncock Advisers") xxx bxxx xxxy formed and is validly existing as a limited liability company under the laws of the State of Delaware. John Hancock Advisers hax xxmxxxx xxability company power and authority to own, lease and operate its properties and to conduct its business as described in the ~~Capital On Demand™ Sales~~ Prospectus and to enter into and perform its obligations under the Underwriting Agreement, the Shareholder Servicing Agreement, the Additional Compensation Agreement ~~between PIMCO Income Strategy~~ and the Investment Advisory Agreement. ii. John Hancock Advisers is xxxixxxxxx as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act or the Investment Company Act from acting as investment adviser and administrator for the Fund as contemplated by the Investment Advisory Agreement, the Registration Statement and the Prospectus. iii. The Underwriting Agreement, the Shareholder Servicing Agreement, the Investment Advisory Agreement and the Additional Compensation Agreement have been duly authorized, executed and delivered by John Hancock Advisers, axx xhx Xxxxxtment Advisory Agreement, the Shareholder Servicing Agreement and the Additional Compensation Agreement each constitutes a valid and binding obligation of John Hancock Advisers, exxxxcxxxxx xn accordance with their respective terms iv. The execution, delivery and performance of the Underwriting Agreement by John Hancock Advisers, txx xoxxxxxxxe by John Hancock Advisers wixx xlx xxx xrovisions thereof and the consummation by John Hancock Advisers of xxx xxxxxxxtions contemplated thereby do not and will not (A) require any consent, approval, authorization or order of, or qualification with, any court or governmental body or agency (except such as may be required under the securities or Blue Sky laws of the various states or the National Association of Securities Dealers, Inc. or as have been obtained under the federal securities laws), (B) conflict with or constitute a breach of any of the terms or provisions of, or a default under or result in the imposition of a lien, charge or encumbrance upon the assets of John Hancock Advisers puxxxxnx xx, xny indenture, loan agreement, mortgage, lease or other agreement or instrument to which John Hancock Adviser is x xxrxx xxxxd as an exhibit to the Registration Statement, (C) violate or conflict with the Certificate of Limited Liability Company or the Limited Liability Company Agreement of John Hancock Advisers, ox (X) xxxxxxe or conflict with any applicable federal and Massachusetts law, rule or regulation or the Delaware Limited Liability Company statute, or (E) violate or conflict with any judgment, order or decree specifically naming John Hancock Advisers or xxx xxxxxxxy. vi. To my knowledge, there is no legal or governmental proceeding pending or threatened against John Hancock Advisers thxx xs xxxxxx: (1) required by the Securities Act or the 1940 Act and their Rules and Regulations to be described in the Registration Statement or Prospectus that is not already described, or: (2) which would, under Section 9 of the 1940 Act, make John Hancock Advisers inxxxxixxx xx act as the Fund's investment adviser. SCHEDULE D FORM OF ACCOUNTANT'S LETTER August , 2002 The Board of Trustees of John Hancock Preferred Ixxxxe Xxxx 001 Huntington Avenue Boxxxx, XX 00000-0000 XXX Xxxxxxx XXX 000 Xxrk Avenue New York, Xxx Xxxx 00000 xx Xxxxxxxx Xxxxxxxxxative of the Underwriters Ladies and Gentlemen: We have audited the statement of assets and liabilities of John Hancock Preferred Ixxxxe Xxxx (the “"Fund”") as of __ _, 2001 included in the Registration Statement on Form N-2 filed by the Fund under the Securities Act of 1933 (the "Act") (File No. 333-91324) and under the Investment Company Act of 1940 (the "1940 Act") (File No. 811-21131); such statement and our report with respect to such statement are included in the Registration Statement. In connection with the Registration Statement: 1. We are independent public accountants with respect to the Fund within the meaning of the Act and the applicable rules and regulations thereunder. 2. In our opinion, ~~Pacific Investment Management Company LLC~~ the statement of assets and ~~JonesTrading Institutional Services LLC (“Xxxxx”) dated September 7~~liabilities included in the Registration Statement and audited by us complies as to form in all respects with the applicable accounting requirements of the Act, ~~2018~~the 1940 Act and the respective rules and regulations thereunder. 3. For purposes of this letter we have read the minutes of all meetings of the Shareholders, ~~I hereby request on behalf~~ the Board of Trustees and all Committees of the Board of Trustees of the Fund ~~that Xxxxx sell up to [•] shares~~ as set forth in the minute books at the offices of the Fund~~’s common shares~~ , officials of ~~beneficial interest~~the Fund having advised us that the minutes of all such meetings through , ~~$0.00001 par value per share~~2002, were set forth therein. 4. Fund officials have advised us that no financial statements as of any date subsequent to , 2002, are available. We have made inquiries of certain officials of the Fund who have responsibility for financial and accounting matters regarding whether there was any change 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~~ , 2002, 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).the capital

Appears in 1 contract

Samples: Underwriting Agreement (John Hancock Preferred Equity)

Appears in 1 contract

Samples: Sales Agreement (Pimco Corporate & Income Opportunity Fund)

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 Dealer Manager 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 Dealer Manager 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~~ is in accordance with your understanding ~~between the Fund, the Manager and Xxxxx~~of our agreement, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement ~~between~~ among the ~~Fund~~ Fund, the Investment Manager and the ~~Manager and Xxxxx~~Dealer Manager. Very truly yours, PIMCO INCOME STRATEGY FUND / PIMCO INCOME STRATEGY FUND II By: ~~/s/ Xxxxx Xxxxxxx~~ Name: ~~Xxxxx X. Xxxxxxx~~ Title: ~~President~~ ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC By: ~~/s/ Xxxxx Xxxxxxx~~ Name: ~~Xxxxx X. Xxxxxxx~~ Title: ~~Managing Director~~ The foregoing Dealer Manager Agreement is hereby confirmed and accepted as of the date first above written. UBS SECURITIES LLC By: ~~/s/ Xxxxx XxXxxx~~ Name: ~~Xxxxx XxXxxx~~ Title: ~~CFO From~~By: ~~[ ] Cc~~Name: ~~[ ] To~~Title: ~~[ ] 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~~ Exhibit A PIMCO Income Strategy Fund / PIMCO Income Strategy Fund II [—] Common Shares Issuable Upon Exercise of Transferable Rights to Subscribe for Such Shares SELLING GROUP AGREEMENT UBS Securities LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: We understand that [PIMCO Income Strategy Fund / PIMCO Income Strategy Fund II], (the “Fund”~~), Pacific Investment Management Company LLC and JonesTrading Institutional Services LLC~~ ) is issuing to its shareholders of record (“~~Xxxxx~~Record Date Shareholders”) ~~dated September 7, 2018, I hereby request on behalf~~ as of the ~~Fund that Xxxxx sell~~ close of business on [—], 2010 (the “Record Date”) transferable rights (“Rights”) to subscribe for an aggregate of up to [•—] shares (the “Shares”) of the Fund’s common shares of beneficial interest, par value $0.00001 ~~par value~~ per ~~share~~share (the “Common Shares”), upon the terms and subject to the conditions set forth in the Fund’s Prospectus (the “Prospectus”) dated [—], 2010 (the “Offer”). Pursuant to the terms of the Offer, the Fund is issuing each Record Date Shareholder one transferable right (each a “Right” and, collectively, the “Rights”) for each Common Share held by such Record Date Shareholder on the Record Date. Such Rights entitle their holders to acquire during the subscription period set forth in the Prospectus (the “Subscription Period”), at ~~a minimum market~~ the price ~~of $ per share~~set forth in such Prospectus (the “Subscription Price”), one Share for each [—] Rights (except that any Record Date Shareholder who is issued fewer than [—] Rights will be able to subscribe for one full Share pursuant to the primary subscription), on the terms and conditions set forth in such Prospectus. No fractional Shares will be issued. Any Record Date Shareholder who fully exercises all Rights initially issued to such Record Date Shareholder (other than those Rights that cannot be exercised because they represent the right to acquire less than one Share) will be entitled to subscribe for, subject to allocation, additional Shares (the “Over-Subscription Privilege”) on the terms and conditions set forth in such Prospectus. The ~~time period during which sales~~ Rights are ~~requested~~ transferable and are expected to be ~~made shall be~~ listed on the New York Stock Exchange, Inc. PIMCO Income Strategy Fund / PIMCO Income Strategy Fund II Rights Offer Expiring [—], 2010, unless extended We further understand that the Fund has appointed UBS Securities LLC to act as the dealer manager (the “Dealer Manager”) in connection with the Offer and has authorized the Dealer Manager to form and manage a group of broker-dealers (each a “Selling Group Member” and collectively the “Selling Group”) to solicit the exercise of Rights and to sell Shares purchased by the Dealer Manager from the Fund through the exercise of Rights. We hereby express our interest in participating in the Offer as a Selling Group Member. We hereby agree with you as follows: 1. We have received and reviewed the Fund’s prospectus dated [~~No more than shares~~ —], 2010 (the “Prospectus”) relating to the Offer and we understand that additional copies of the Prospectus (or of the Prospectus as it may be ~~sold~~ subsequently supplemented or amended, if applicable) and any other solicitation materials authorized by the Fund relating to the Offer (“Offering Materials”) will be supplied to us in reasonable quantities upon our request therefor to you. We agree that we will not use any ~~one trading day~~solicitation material other than the Prospectus (as supplemented or amended, if applicable) and such Offering Materials and we agree not to make any written representations concerning the Fund to any holders or prospective holders of Shares or Rights other than those contained in the Offering Materials or otherwise previously authorized in writing by the Fund or otherwise permitted by applicable law. 2. From time to time during the period (the “Subscription Period”) commencing on [—], 2010 and ending at 5:00 p.m., New York City time, on the Expiration Date (the term “Expiration Date” means [—], 2010, unless and until the Fund shall, in its sole discretion, have extended the period for which the Offer is open, in which event the term “Expiration Date” with respect to the Offer will mean the latest time and date on which the Offer, as so extended by the Fund, will expire), we may solicit the exercise of Rights in connection with the Offer. We will be entitled to receive fees in the amounts and at the times described in Section 4 of this selling group agreement (the “Selling Group Agreement”) with PIMCO Income Strategy Fund / PIMCO Income Strategy Fund II Rights Offer Expiring [—], 2010, unless extended respect to Shares purchased pursuant to the exercise of Rights and with respect to which [—] ~~Commission/Discount: ADDITIONAL SALES PARAMETERS MAY BE ADDED~~(the “Subscription Agent”) has received, ~~SUCH AS SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON~~no later than 5:00 p.m., ~~THE MANNER IN WHICH SALES ARE TO BE MADE BY XXXXX~~New York City time, ~~AND/OR THE CAPACITY IN WHICH XXXXX MAY ACT IN SELLING SHARES~~ on the Expiration Date, either (~~AS PRINCIPAL~~i) a properly completed and executed Subscription Certificate identifying us as the broker-dealer having been instrumental in the exercise of such Rights, ~~AGENT~~and full payment for such Shares or (ii) a Notice of Guaranteed Delivery guaranteeing to the Subscription Agent by the close of business of the third business day after the Expiration Date of a properly completed and duly executed Subscription Certificate, ~~OR BOTH~~similarly identifying us, and full payment for such Shares. We understand that we will not be paid these fees with respect to Shares purchased pursuant to an exercise of Rights for our own account or for the account of any of our affiliates. We also understand and agree that we are not entitled to receive any fees in connection with the solicitation of the exercise of Rights other than pursuant to the terms of this Selling Group Agreement and, in particular, that we will not be entitled to receive any fees under the Fund’s Soliciting Dealer Agreement. We agree to solicit the exercise of Rights in accordance with the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Investment Company Act of 1940, as amended, and the rules and regulations under each such Act, any applicable securities laws of any state or jurisdiction where such solicitations may be lawfully made, the applicable rules and regulations of any self-regulatory organization or registered national securities exchange and customary practice and subject to the terms of the Subscription Agent Agreement between the Fund and the Subscription Agent and the procedures described in the Fund’s registration statement on Form N-2 (File Nos. 333-[—] and 811-[—]), as amended (the “Registration Statement”).

Appears in 1 contract

Samples: Dealer Manager Agreement

Appears in 1 contract

Samples: Sales Agreement (Pimco Corporate & Income Strategy Fund)

Appears in 1 contract

Samples: Sales Agreement (Pimco Income Strategy Fund)

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~~Fund or the Adviser, as the case may be. [SIGNATURE PAGE FOLLOWS] If the foregoing ~~correctly sets forth the~~ is in accordance with your understanding ~~between the Fund, the Manager and Xxxxx~~of our agreement, please ~~so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between~~ sign and return to the Fund and the ~~Manager~~ Advisers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund and ~~Xxxxx~~the Advisers in accordance with its terms. Very truly yours, EATON VANCE TAX-MANAGED PREMIUM DIVIDEND & INCOME FUND By -------------------------------------- Name: Title: EATON VANCE MANAGEMENT By -------------------------------------- Name: Title: RAMPART INVESTMENT MANAGEMENT COMPANY, INC. By -------------------------------------- Name: Title: 32 CONFIRMED AND ACCEPTED, as of the date first above written: WACHOVIA CAPITAL MARKETS, LLC [CO-MANAGERS] By: /s/ Xxxxx Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President By: /s/ Xxxxx Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Managing Director By: /s/ Xxxxx XxXxxx Name: Xxxxx XxXxxx Title: CFO From: [ ] Cc: [ ] To: [ ] Subject: Capital On Demand - Placement Notice Date: Gentlemen: Pursuant to the terms WACHOVIA CAPITAL MARKETS, LLC By -------------------------------------- Authorized Signatory For themselves and subject to the conditions contained in the Capital On Demand™ Sales Agreement between PIMCO Income Strategy Fund (the “Fund”), Pacific Investment Management Company LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated September 7, 2018, I hereby request on behalf as Representatives of the ~~Fund that Xxxxx sell up to [•] shares of the Fund’s common shares of beneficial interest, $0.00001 par value per share, at a minimum market price of $ per share~~Underwriters named in Exhibit A hereto. 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).EXHIBIT A

Appears in 1 contract

Samples: Underwriting Agreement (Eaton Vance Tax-Managed Diversified Equity Income Fund)

Appears in 1 contract

Samples: Sales Agreement (Pimco High Income Fund)

Appears in 1 contract

Samples: Sales Agreement (Pimco Corporate & Income Opportunity Fund)

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~~ 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 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. [Remainder of page intentionally left blank] Very truly yours, NUVEEN HIGH INCOME 2020 TARGET TERM FUND By: ~~/s/ Xxxxx Xxxxxxx~~ Name: ~~Xxxxx X. Xxxxxxx~~ Title: ~~President~~ NUVEEN FUND ADVISORS, LLC By: ~~/s/ Xxxxx Xxxxxxx~~ Name: ~~Xxxxx X. Xxxxxxx~~ Title: ~~Managing Director~~ NUVEEN ASSET MANAGEMENT, LLC By: ~~/s/ Xxxxx XxXxxx~~ Name: ~~Xxxxx XxXxxx~~ Title: ~~CFO From~~Accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC Nuveen Securities, LLC Acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto By: ~~[ ] Cc~~Xxxxxx Xxxxxxx & Co. LLC By: ~~[ ] To~~Name: ~~[ ] Subject~~Title: ~~Capital On Demand - Placement Notice Date~~By: Nuveen Securities, LLC By: Name: Title: Xxxxxx Xxxxxxx & Co. LLC Total: 1. Brochure, dated June 25, 2015 (retail omitting prospectus) 2. Roadshow Presentation (undated) 3. Form of Advisor IPO Offering E-mail (undated) 4. Form of Xxxxxx Xxxxxxx Conference Call E-mail Invitation (undated) 5. Form of Advisor IPO E-mail Offering and webinar invitation (undated) 6. IPO Webpages (undated) 1. Number of Shares Sold: 2. Number of Additional Shares: Xxxxxx Xxxxxxx & Co. LLC Nuveen Securities, LLC as Representatives and the other several Underwriters named in Schedule I of the Underwriting Agreement referred to below c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx New York, New York 10036 Ladies and Gentlemen: ~~Pursuant~~ We have acted as special counsel to ~~the terms and subject to the conditions contained in the Capital On Demand™ Sales Agreement between PIMCO~~ Nuveen High Income ~~Strategy Fund~~ 2020 Target Term Fund, a Massachusetts business trust (the “Fund”), ~~Pacific~~ in connection with the Fund’s registration statement on Form N-2 (No. 333-203768; No. 811-23051), as amended as of the date hereof, filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”) and under the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the “Investment Company Act”), the information deemed to be a part of any such registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act, and the prospectus dated July [ ], 2015 filed with the Commission under Rule 497 under the Securities Act (together with the statement of additional information dated July [ ], 2015, filed with the Commission under Rule 497 under the Securities Act, the “Prospectus”), covering the issuance by the Fund of [ ] common shares of beneficial interest, par value $0.01 per share (the “Shares”), and the purchase of the Shares from the Fund by the several Underwriters (collectively, the “Underwriters”) named in Schedule I to the Underwriting Agreement dated July [ ], 2015 (the “Underwriting Agreement”) among the Fund, Nuveen Fund Advisors, LLC (the “Investment Adviser”), Nuveen Asset Management, LLC (the “Sub-Adviser”), and you, as managing representatives of the Underwriters. This opinion is furnished to you pursuant to Section 6(d) of the Underwriting Agreement. Capitalized terms unless otherwise defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement. In this connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of: (1) the Underwriting Agreement; (2) pre-effective amendment nos. 1 and 2 to the Fund’s registration statement on Form N-2 (No. 333-203768; No. 811-23051) (the “Registration Statement”); (3) each preliminary prospectus (including the statement of additional information incorporated by reference therein) included in pre-effective amendment nos. 2 and 3 to the Registration Statement, filed with the Commission on May [ ], 2015 and June [ ], 2015, respectively (each a “Preliminary Prospectus”), and the Prospectus; (4) the Investment Management ~~Company LLC~~ Agreement; (5) the Custodian Agreement; (6) the Transfer Agency Agreement; (7) resolutions adopted by the Board of Trustees and ~~JonesTrading Institutional Services LLC~~ the Executive Committee of the Board of Trustees of the Fund; (8) the amended and restated declaration of trust (the “~~Xxxxx~~Declaration of Trust”) ~~dated September 7~~and by-laws (the “By-laws”) of the Fund; (9) a certificate of the Secretary of the Commonwealth of Massachusetts as to the existence of the Fund, ~~2018~~together with a written confirmation of good standing received from an agent on the date hereof (collectively, ~~I hereby request~~ the “Good Standing Certificate”); (10) resolutions adopted by the sole member of the Investment Adviser; (11) the Notification; (12) the Plan; and (13) such corporate and other records, certificates, documents and other papers as we deemed it necessary to examine for the purpose of this opinion. In such examination, we have assumed the genuineness of all signatures, the conformity to the originals of all of the documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form, and the legal competence of each individual executing any document. In rendering our opinion, we have relied, as to factual matters, upon written certificates and statements of officers of the Fund and public officials, including without limitation the fact certificate executed by an officer of the Fund with respect to certain factual matters and attached hereto (the “Fact Certificate”). Our opinion that the Fund is “validly existing” in clause (A) of paragraph 1 below, and our opinion in clause (B) of paragraph 1 below, is based solely on the Good Standing Certificate. We have not independently verified any of the facts reflected therein or any of our assumptions. Whenever an opinion expressed herein is provided with respect to (or based upon) our knowledge of any particular information or about any information that has or has not come to our attention, such opinions are based entirely on the conscious awareness at the time this opinion is delivered on the date it bears by all of the K&L Gates LLP lawyers who have charged time to any Nuveen entity during the period beginning April 13, 2015, the date the Fund was organized, and ending on the date of this opinion (the “Applicable Period”) (herein called the “Nuveen Lawyers”). Other than the Xxxxxx Xxxxxxx, no other lawyer in our firm has devoted any substantive attention during the Applicable Period to any legal matter on behalf of the Fund or any other Nuveen entity. References herein to “our internal procedures” mean our confirmation, via email, with each Nuveen Lawyer that ~~Xxxxx sell up to [•]~~ he or she has no knowledge that would contradict the statements and opinions so referenced. Based on the foregoing, we are of the opinion that: 1. The Fund (A) has been formed and is validly existing under the Declaration of Trust and the laws of the Commonwealth of Massachusetts as a voluntary association with transferable shares of beneficial interest commonly referred to as a “Massachusetts business trust,” (B) is in good standing with the Office of the Secretary of the Commonwealth of Massachusetts and (C) has the power as a business trust to conduct all the activities conducted by it, to own its property and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and the Fund is duly qualified to transact business and in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Fund Material Adverse Effect. The Fund has no subsidiaries. 2. The Fund meets the requirements for the use of Form N-2 under the Acts; the Registration Statement is effective under the Securities Act and, to the best of our knowledge based on (A) a telephone conversation of one of the Nuveen Lawyers with a member of the staff of the Commission, (B) our internal procedures and (C) the Fact Certificate, no stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose are pending before or threatened by the Commission. 3. The Fund has the power as a Massachusetts business trust to enter into each of the Underwriting Agreement, the Investment Management Agreement, the Custodian Agreement and the Transfer Agency Agreement (the Investment Management Agreement, the Custodian Agreement and the Transfer Agency Agreement are collectively referred to as the “Fund Transaction Documents”) and each such Fund Transaction Document and the Underwriting Agreement has been duly authorized, executed and delivered by the Fund’s . 4. Assuming due authorization, execution and delivery by the other parties thereto, each of the Fund Transaction Documents and the Plan constitutes the valid and binding agreement of the Fund enforceable in accordance with its terms, (A) subject, as to enforcement, to applicable bankruptcy, insolvency, and similar laws affecting creditors’ rights generally, whether statutory or decisional, and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law) and (B) except as rights to indemnity thereunder may be limited by federal or state securities laws. 5. The execution and delivery by the Fund of the Underwriting Agreement and each of the Fund Transaction Documents, the adoption by the Fund of the Plan, and the performance by the Fund of its obligations under the Underwriting Agreement and each of the Fund Transaction Documents, each in accordance with its terms, do not (A) violate the Declaration of Trust or By-laws, (B) constitute a violation of, or a breach or default under, the express terms of any agreement, contract or other instrument identified on EXHIBIT A to this opinion or (C) cause the creation of any security interest or lien upon any of the property of the Fund pursuant to the express terms of any agreement, contract or other instrument identified on EXHIBIT A to this opinion (other than those expressly created by such agreements, contracts or other instrument). 6. None of the execution, delivery or performance by the Fund of its obligations under the Underwriting Agreement or the Fund Transaction Documents nor the compliance by the Fund with the terms and provisions thereof will violate in any material respect any provision of applicable law of any government or government instrumentality having jurisdiction over the Fund or any of its properties, assets or operations. 7. No approval, authorization, consent, permit or order of, or qualification with, any court or governmental body or agency or self-regulatory organization (other than under the Acts, the Exchange Act, the Rules and Regulations, and the rules of the New York Stock Exchange, which have been obtained, or as may be required under the securities or blue sky laws of the various states, as to which we express no opinion) is required by the Fund to authorize, or is required for, the execution and delivery by the Fund of the Underwriting Agreement or any of the Fund Transaction Documents. 8. None of the execution, delivery or performance by the Fund of its obligations under the Underwriting Agreement or any of the Fund Transaction Documents nor the compliance by the Fund with the terms and provisions thereof will violate or conflict with any order known to us and applicable to the Fund. 9. The Fund is registered with the Commission pursuant to Section 8 of the Investment Company Act as a diversified, closed-end management investment company, and the Declaration of Trust and By-laws comply in all material respects with the Investment Company Act and the rules and regulations of the Commission under the Investment Company Act (the “Investment Company Act Rules and Regulations”). To our knowledge, no order of suspension or revocation of such registration has been issued or proceedings therefor initiated or threatened by the Commission; and to our knowledge no person is serving or acting as an officer or trustee of, or investment adviser to, the Fund except in accordance with the provisions of the Investment Company Act and the Advisers Act. 10. The Fund is authorized, under the Declaration of Trust and Massachusetts law, to issue an unlimited number of its common shares of beneficial interest, $~~0.00001~~ 0.01 par value per share. The Firm Shares and the 10,500 common shares of beneficial interest, $0.01 par value per share, ~~at a minimum market price~~ of ~~$ per share~~the Fund issued and sold to the Investment Adviser (the “Seed Capital Shares”) have been duly authorized; the Seed Capital Shares have been validly issued and are fully paid and (except as set forth under the caption “CERTAIN PROVISIONS IN THE DECLARATION OF TRUST AND BY-LAWS” in the Registration Statement, the Time of Sale Prospectus and the Prospectus) nonassessable; and the Firm Shares will be validly issued, fully paid and (except as set forth under the caption “CERTAIN PROVISIONS IN THE DECLARATION OF TRUST AND BY-LAWS” in the Registration Statement, the Time of Sale Prospectus and the Prospectus) nonassessable when issued (whether or not in certificated form), sold, paid for and delivered as contemplated by the Underwriting Agreement. 11. The ~~time period during~~ Firm Shares, the Seed Capital Shares and the Additional Shares have been approved for listing on the New York Stock Exchange, subject to official notice of issuance, and the Fund’s Registration Statement on Form 8-A under the Exchange Act is effective. 12. No person has any preemptive right in respect of the Common Shares pursuant to any Massachusetts law, the Declaration of Trust, the By-laws or, to our knowledge after due inquiry, based solely on the Fact Certificate and our internal procedures with respect to the Nuveen Lawyers, otherwise. 13. The Fund does not require any tax or other rulings to enable it to qualify as a regulated investment company under Subchapter M of the Code. 14. The description of the authorized capital stock of the Fund contained in the first four sentences and the first clause of the fifth sentence under the caption “DESCRIPTION OF SHARES AND DEBT – Common Shares”, in the first sentence under the caption “DESCRIPTION OF SHARES AND DEBT – Preferred Shares” and in the first two sentences under the caption “DESCRIPTION OF SHARES AND DEBT – Borrowings” in the Registration Statement, Time of Sale Prospectus and the Prospectus conform in all material respects to the terms thereof contained in the Declaration of Trust. The statements in Item 30 of the Registration Statement, to the extent that they constitute summaries of portions of the Declaration of Trust and the By-laws, are in summary form accurate in all material respects. 15. The statements (other than those specifically identified in paragraph 14 of this letter) set forth under the heading “DESCRIPTION OF SHARES AND DEBT” and “TAX MATTERS” in the Registration Statement, Time of Sale Prospectus and Prospectus, insofar as such statements purport to summarize certain provisions of the Investment Company Act or relate to legal matters, documents or proceedings fairly summarize such provisions in all material respects. 16. We are not representing the Fund in connection with any legal or governmental proceedings pending to which ~~sales~~ the Fund is a party that are ~~requested~~ required to be ~~made shall~~ disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus pursuant to Item 12 of Form N-2 that are not so disclosed therein; based solely on our internal procedures with respect to the Nuveen Lawyers and the Fact Certificate, we are not aware of any contracts or other documents required to be disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that are not disclosed therein or filed as required. 17. ~~[No more than shares may~~ The Notification and any supplements or amendments thereto (except for the financial statements and financial schedules and other financial data, if any, included therein, as to which we express no opinion) appear on their face to be ~~sold~~ appropriately responsive in ~~any one trading day~~all material respects to the requirements of the Acts and the Rules and Regulations.] 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).

Appears in 1 contract

Samples: Underwriting Agreement (Nuveen High Income 2020 Target Term Fund)

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~~ 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 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. [Remainder of page intentionally left blank] Very truly yours, NUVEEN HIGH INCOME DECEMBER 2019 TARGET TERM FUND By: ~~/s/ Xxxxx~~ Name: Title: NUVEEN FUND ADVISORS, LLC By: Name: Title: NUVEEN ASSET MANAGEMENT, LLC By: Name: Title: Accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC 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: Xxxxx ~~X. Xxxxxxx~~ Xxxxxxxx Title: ~~President By: /s/ Xxxxx Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Managing~~ Executive Director By: ~~/s/ Xxxxx XxXxxx~~ Nuveen Securities, LLC By: Name: ~~Xxxxx XxXxxx~~ Title: ~~CFO From~~Xxxxxx Xxxxxxx & Co. LLC Nuveen Securities, LLC TOTAL 1. Investor Brochure (undated) (retail omitting prospectus) 2. Roadshow Presentation (undated) 3. Form of Advisor IPO Offering E-mail (undated) 4. Form of Advisor IPO E-mail Offering and webinar invitation (undated) 5. IPO Webpages (undated) 1. Number of Shares Sold: 2. Number of Additional Shares: ~~[ ] Cc: [ ] To: [ ] Subject: Capital On Demand - Placement Notice Date:~~ Xxxxxx Xxxxxxx & Co. LLC Nuveen Securities, LLC as Representatives and the other several Underwriters named in Schedule I of the Underwriting Agreement referred to below c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx New York, New York 10036 Ladies and Gentlemen: ~~Pursuant~~ We have acted as special counsel to ~~the terms and subject to the conditions contained in the Capital On Demand™ Sales Agreement between PIMCO~~ Nuveen High Income ~~Strategy Fund~~ December 2019 Target Term Fund, a Massachusetts business trust (the “Fund”), ~~Pacific~~ in connection with the Fund’s registration statement on Form N-2 (No. 333-[ ]; No. 811-[ ]), as amended as of the date hereof, filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”) and under the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the “Investment Company Act”), the information deemed to be a part of any such registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act, and the prospectus dated [ ], 2016 filed with the Commission under Rule 497 under the Securities Act (together with the statement of additional information dated [ ], 2016, filed with the Commission under Rule 497 under the Securities Act, the “Prospectus”), covering the issuance by the Fund of [ ] common shares of beneficial interest, par value $0.01 per share (the “Shares”), and the purchase of the Shares from the Fund by the several Underwriters (collectively, the “Underwriters”) named in Schedule I to the Underwriting Agreement dated [ ], 2016 (the “Underwriting Agreement”) among the Fund, Nuveen Fund Advisors, LLC (the “Investment Adviser”), Nuveen Asset Management, LLC (the “Sub-Adviser”), and you, as managing representatives of the Underwriters. This opinion is furnished to you pursuant to Section 6(d) of the Underwriting Agreement. Capitalized terms unless otherwise defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement. In this connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of: (1) the Underwriting Agreement; (2) pre-effective amendment nos. 1 and 2 to the Fund’s registration statement on Form N-2 (No. 333-[ ]; No. 811-[ ]) (the “Registration Statement”); (3) each preliminary prospectus (including the statement of additional information incorporated by reference therein) included in pre-effective amendment nos. 2 and 3 to the Registration Statement, filed with the Commission on [ ], 2016 and [ ], 2016, respectively (each a “Preliminary Prospectus”), and the Prospectus; (4) the Investment Management ~~Company LLC~~ Agreement; (5) the Custodian Agreement; (6) the Transfer Agency Agreement; (7) resolutions adopted by the Board of Trustees and ~~JonesTrading Institutional Services LLC~~ the Executive Committee of the Board of Trustees of the Fund; (8) the amended and restated declaration of trust (the “~~Xxxxx~~Declaration of Trust”) ~~dated September 7~~and by-laws (the “By-laws”) of the Fund; (9) a certificate of the Secretary of the Commonwealth of Massachusetts as to the existence of the Fund, ~~2018~~together with a written confirmation of good standing received from an agent on the date hereof (collectively, ~~I hereby request~~ the “Good Standing Certificate”); (10) resolutions adopted by the sole member of the Investment Adviser; (11) the Notification; (12) the Plan; and (13) such corporate and other records, certificates, documents and other papers as we deemed it necessary to examine for the purpose of this opinion. In such examination, we have assumed the genuineness of all signatures, the conformity to the originals of all of the documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form, and the legal competence of each individual executing any document. In rendering our opinion, we have relied, as to factual matters, upon written certificates and statements of officers of the Fund and public officials, including without limitation the fact certificate executed by an officer of the Fund with respect to certain factual matters and attached hereto (the “Fact Certificate”). Our opinion that the Fund is “validly existing” in clause (A) of paragraph 1 below, and our opinion in clause (B) of paragraph 1 below, is based solely on the Good Standing Certificate. We have not independently verified any of the facts reflected therein or any of our assumptions. Whenever an opinion expressed herein is provided with respect to (or based upon) our knowledge of any particular information or about any information that has or has not come to our attention, such opinions are based entirely on the conscious awareness at the time this opinion is delivered on the date it bears by all of the Xxxxxxxx Ronon Xxxxxxx & Xxxxx, LLP lawyers who have charged time to any Nuveen entity during the period beginning [ ], 2016, the date the Fund was organized, and ending on the date of this opinion (the “Applicable Period”) (herein called the “Nuveen Lawyers”). Other than the Xxxxxx Xxxxxxx, no other lawyer in our firm has devoted any substantive attention during the Applicable Period to any legal matter on behalf of the Fund or any other Nuveen entity. References herein to “our internal procedures” mean our confirmation, via email, with each Nuveen Lawyer that ~~Xxxxx sell up to [•]~~ he or she has no knowledge that would contradict the statements and opinions so referenced. Based on the foregoing, we are of the opinion that: 1. The Fund (A) has been formed and is validly existing under the Declaration of Trust and the laws of the Commonwealth of Massachusetts as a voluntary association with transferable shares of beneficial interest commonly referred to as a “Massachusetts business trust,” (B) is in good standing with the Office of the Secretary of the Commonwealth of Massachusetts and (C) has the power as a business trust to conduct all the activities conducted by it, to own its property and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and the Fund is duly qualified to transact business and in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Fund Material Adverse Effect. The Fund has no subsidiaries. 2. The Fund meets the requirements for the use of Form N-2 under the Acts; the Registration Statement is effective under the Securities Act and, to the best of our knowledge based on (A) a telephone conversation of one of the Nuveen Lawyers with a member of the staff of the Commission, (B) our internal procedures and (C) the Fact Certificate, no stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose are pending before or threatened by the Commission. 3. The Fund has the power as a Massachusetts business trust to enter into each of the Underwriting Agreement, the Investment Management Agreement, the Custodian Agreement and the Transfer Agency Agreement (the Investment Management Agreement, the Custodian Agreement and the Transfer Agency Agreement are collectively referred to as the “Fund Transaction Documents”) and each such Fund Transaction Document and the Underwriting Agreement has been duly authorized, executed and delivered by the Fund’s . 4. Assuming due authorization, execution and delivery by the other parties thereto, each of the Fund Transaction Documents and the Plan constitutes the valid and binding agreement of the Fund enforceable in accordance with its terms, (A) subject, as to enforcement, to applicable bankruptcy, insolvency, and similar laws affecting creditors’ rights generally, whether statutory or decisional, and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law) and (B) except as rights to indemnity thereunder may be limited by federal or state securities laws. 5. The execution and delivery by the Fund of the Underwriting Agreement and each of the Fund Transaction Documents, the adoption by the Fund of the Plan, and the performance by the Fund of its obligations under the Underwriting Agreement and each of the Fund Transaction Documents, each in accordance with its terms, do not (A) violate the Declaration of Trust or By-laws, (B) constitute a violation of, or a breach or default under, the express terms of any agreement, contract or other instrument identified on EXHIBIT A to this opinion or (C) cause the creation of any security interest or lien upon any of the property of the Fund pursuant to the express terms of any agreement, contract or other instrument identified on EXHIBIT A to this opinion (other than those expressly created by such agreements, contracts or other instrument). 6. None of the execution, delivery or performance by the Fund of its obligations under the Underwriting Agreement or the Fund Transaction Documents nor the compliance by the Fund with the terms and provisions thereof will violate in any material respect any provision of applicable law of any government or government instrumentality having jurisdiction over the Fund or any of its properties, assets or operations. 7. No approval, authorization, consent, permit or order of, or qualification with, any court or governmental body or agency or self-regulatory organization (other than under the Acts, the Exchange Act, the Rules and Regulations, and the rules of the New York Stock Exchange, which have been obtained, or as may be required under the securities or blue sky laws of the various states, as to which we express no opinion) is required by the Fund to authorize, or is required for, the execution and delivery by the Fund of the Underwriting Agreement or any of the Fund Transaction Documents. 8. None of the execution, delivery or performance by the Fund of its obligations under the Underwriting Agreement or any of the Fund Transaction Documents nor the compliance by the Fund with the terms and provisions thereof will violate or conflict with any order known to us and applicable to the Fund. 9. The Fund is registered with the Commission pursuant to Section 8 of the Investment Company Act as a diversified, closed-end management investment company, and the Declaration of Trust and By-laws comply in all material respects with the Investment Company Act and the rules and regulations of the Commission under the Investment Company Act (the “Investment Company Act Rules and Regulations”). To our knowledge, no order of suspension or revocation of such registration has been issued or proceedings therefor initiated or threatened by the Commission; and to our knowledge no person is serving or acting as an officer or trustee of, or investment adviser to, the Fund except in accordance with the provisions of the Investment Company Act and the Advisers Act. 10. The Fund is authorized, under the Declaration of Trust and Massachusetts law, to issue an unlimited number of its common shares of beneficial interest, $~~0.00001~~ 0.01 par value per share. The Firm Shares and the [ ] common shares of beneficial interest, $0.01 par value per share, ~~at a minimum market price~~ of ~~$ per share~~the Fund issued and sold to the Investment Adviser (the “Seed Capital Shares”) have been duly authorized; the Seed Capital Shares have been validly issued and are fully paid and (except as set forth under the caption “CERTAIN PROVISIONS IN THE DECLARATION OF TRUST AND BY-LAWS” in the Registration Statement, the Time of Sale Prospectus and the Prospectus) nonassessable; and the Firm Shares will be validly issued, fully paid and (except as set forth under the caption “CERTAIN PROVISIONS IN THE DECLARATION OF TRUST AND BY-LAWS” in the Registration Statement, the Time of Sale Prospectus and the Prospectus) nonassessable when issued (whether or not in certificated form), sold, paid for and delivered as contemplated by the Underwriting Agreement. 11. The ~~time period during~~ Firm Shares, the Seed Capital Shares and the Additional Shares have been approved for listing on the New York Stock Exchange, subject to official notice of issuance, and the Fund’s Registration Statement on Form 8-A under the Exchange Act is effective. 12. No person has any preemptive right in respect of the Common Shares pursuant to any Massachusetts law, the Declaration of Trust, the By-laws or, to our knowledge after due inquiry, based solely on the Fact Certificate and our internal procedures with respect to the Nuveen Lawyers, otherwise. 13. The Fund does not require any tax or other rulings to enable it to qualify as a regulated investment company under Subchapter M of the Code. 14. The description of the authorized capital stock of the Fund contained in the first four sentences and the first clause of the fifth sentence under the caption “DESCRIPTION OF SHARES AND DEBT – Common Shares”, in the first sentence under the caption “DESCRIPTION OF SHARES AND DEBT – Preferred Shares” and in the first two sentences under the caption “DESCRIPTION OF SHARES AND DEBT – Borrowings” in the Registration Statement, Time of Sale Prospectus and the Prospectus conform in all material respects to the terms thereof contained in the Declaration of Trust. The statements in Item 30 of the Registration Statement, to the extent that they constitute summaries of portions of the Declaration of Trust and the By-laws, are in summary form accurate in all material respects. 15. The statements (other than those specifically identified in paragraph 14 of this letter) set forth under the heading “DESCRIPTION OF SHARES AND DEBT” and “TAX MATTERS” in the Registration Statement, Time of Sale Prospectus and Prospectus, insofar as such statements purport to summarize certain provisions of the Investment Company Act or relate to legal matters, documents or proceedings fairly summarize such provisions in all material respects. 16. We are not representing the Fund in connection with any legal or governmental proceedings pending to which ~~sales~~ the Fund is a party that are ~~requested~~ required to be ~~made shall~~ disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus pursuant to Item 12 of Form N-2 that are not so disclosed therein; based solely on our internal procedures with respect to the Nuveen Lawyers and the Fact Certificate, we are not aware of any contracts or other documents required to be disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that are not disclosed therein or filed as required. 17. ~~[No more than shares may~~ The Notification and any supplements or amendments thereto (except for the financial statements and financial schedules and other financial data, if any, included therein, as to which we express no opinion) appear on their face to be ~~sold~~ appropriately responsive in ~~any one trading day~~all material respects to the requirements of the Acts and the Rules and Regulations.] 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).

Appears in 1 contract

Samples: Underwriting Agreement (Nuveen High Income December 2019 Target Term Fund)

Appears in 1 contract

Samples: Dealer Manager Agreement (PIMCO Income Strategy Fund II)

Appears in 1 contract

Samples: Sales Agreement (PIMCO Income Opportunity Fund)

Common use of Disclaimer of Liability of Trustees and Beneficiaries Clause in Contracts