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

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 Adviser is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Structuring Fee Agreement is executed on behalf of the Fund Adviser by an officer or Trustee trustee of the Fund Adviser in his or her capacity as an officer or Trustee trustee of the Fund Adviser and not individually and that the obligations under or arising out of this Structuring Fee Agreement are not binding upon any of the Trusteestrustees, officers or shareholders individually but are binding only upon the assets and properties of the FundAdviser. This Agreement shall be effective as of the date first written above. XXXXX XXXXX MANAGEMENT By: Name: Title: Agreed and Accepted: XXXXX FARGO SECURITIES, LLC By: Name: Xxxxx Xxxx Title: Managing Director [Structuring Fee Agreement] Indemnification Agreement July [ ], 2017 Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx Charlotte, North Carolina 28202 Ladies and Gentlemen: In connection with the engagement of Xxxxx Fargo Securities, LLC (the “Bank”) to assist the undersigned, Xxxxx Xxxxx Management (together with its affiliates and subsidiaries, the “Company”) with respect to the matters set forth in the Structuring Fee Agreement dated July [ ], 2017 between the Company and the Bank (the “Agreement”), in the event that the Bank, any person who controls the Bank within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended, any of its affiliates, their respective officers, current and former directors, employees and agents, or the successors or assigns of any of the foregoing persons (the Bank and each such other person or entity being referred to as an “Indemnified Party”) becomes involved in any capacity in any claim, suit, action, proceeding, litigation, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a “Proceeding”) with respect to the services performed pursuant to and in accordance with the Agreement, the Company agrees to indemnify, defend and hold each Indemnified Party harmless to the fullest extent permitted by law, from and against any losses, claims, damages, liabilities and expenses, including the fees and expenses of counsel to the Indemnified Parties, with respect to the services performed pursuant to and in accordance with the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted primarily from the bad faith, gross negligence or willful misconduct of such Indemnified Party. In addition, in the event that an Indemnified Party becomes involved in any capacity in any Proceeding with respect to the services performed pursuant to and in accordance with the Agreement, the Company will reimburse such Indemnified Party for its legal and other expenses (including the cost of any investigation and preparation) as such expenses are reasonably incurred by such Indemnified Party in connection therewith. Promptly as reasonably practicable after receipt by an Indemnified Party of notice of the commencement of any Proceeding, such Indemnified Party will, if a claim in respect thereof is to be made under this paragraph, notify the Company in writing of the commencement thereof; but the failure so to notify the Company (i) will not relieve the Company from liability under this paragraph to the extent it is not materially prejudiced as a result thereof and (ii) in any event shall not relieve the Company from any liability which it may have otherwise than on account of this Indemnification Agreement. Counsel to the Indemnified Parties shall be selected by the Bank. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the Indemnified Parties) also be counsel to the Indemnified Party. No indemnifying party shall, without the prior written consent of the Indemnified Parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any Proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought hereunder (whether or not the Indemnified Parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each Indemnified Party from all liability arising out of such Proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. If the foregoing correctly sets forth the understanding between the Fundsuch indemnification were not to be available for any reason, the Manager Company agrees to contribute to the losses, claims, damages, liabilities and Xxxxx, please so indicate expenses involved (i) in the space proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its owners and affiliates, on the one hand, and the Indemnified Parties, on the other hand, in the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided below for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its owners and affiliates, on the one hand, and the Indemnified Parties, on the other hand, as well as any other relevant equitable considerations. The Company agrees that purposefor the purposes of this paragraph the relative benefits received, whereupon or sought to be received, by the Company and its owners and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received by or paid to or contemplated to be received by or paid to the Company or its owners or affiliates, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which the Bank has been retained to perform services bears to the fees paid to the Bank under the Agreement; provided, that in no event shall the Company contribute less than the amount necessary to assure that the Indemnified Parties are not liable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by the Bank pursuant to the Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by the Bank, on the other hand. Notwithstanding the provisions of this letter paragraph, an Indemnified Party shall not be entitled to contribution from the Company if it is determined that such Indemnified Party was guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933, as amended) and the Company was not guilty of such fraudulent misrepresentation. The Company will not settle any Proceeding in respect of which indemnity may be sought hereunder, whether or not an Indemnified Party is an actual or potential party to such Proceeding, without the Bank’s prior written consent (which consent shall not be unreasonably withheld). The foregoing indemnity and contribution agreement shall be in addition to any rights that any Indemnified Party may have at common law or otherwise. The Company agrees that no Indemnified Party shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company with respect to the services performed pursuant to and in accordance with the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted primarily from the bad faith, gross negligence or willful misconduct of the Bank in performing the services that are the subject of the Agreement. THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE SERVICES PERFORMED PURSUANT TO AND IN ACCORDANCE WITH THE AGREEMENT (“CLAIM”), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND THE INDEMNIFIED PARTIES CONSENT TO THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST THE BANK OR ANY INDEMNIFIED PARTY. EACH INDEMNIFIED PARTY AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of the Bank’s engagement under the Agreement. This Indemnification Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute a binding agreement between the Fund one and the Manager and Xxxxxsame agreement. Very truly yours, PIMCO Corporate & Income Opportunity Fund XXXXX XXXXX MANAGEMENT By: /s/ Xxxxx X. Xxxxxxx Name: Title: Agreed and Accepted: XXXXX FARGO SECURITIES, LLC By: Name: Xxxxx X. Xxxxxxx Xxxx 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 2Managing Director

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund Adviser is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Structuring Fee Agreement is executed on behalf of the Fund Adviser by an officer or Trustee of the Fund Adviser in his or her capacity as an officer or Trustee of the Fund Adviser and not individually and that the obligations under or arising out of this Structuring Fee Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the FundAdviser. This Agreement shall be effective as of the date first written above. XXXXX XXXXX MANAGEMENT By: Name: Title: Agreed and Accepted: WACHOVIA CAPITAL MARKETS, LLC By: Name: Title: Indemnification Agreement May [ ], 2009 Wachovia Capital Markets, LLC 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: In connection with the engagement of Wachovia Capital Markets, LLC (the “Bank”) to assist the undersigned, Xxxxx Xxxxx Management (together with its affiliates and subsidiaries, the “Company”) with respect to the matters set forth in the Structuring Fee Agreement dated May [ ], 2009 between the Company and the Bank (the “Agreement”), in the event that the Bank, any of its affiliates, each other person, if any, controlling the Bank or any of its affiliates, their respective officers, current and former directors, employees and agents, or the successors or assigns of any of the foregoing persons (the Bank and each such other person or entity being referred to as an “Indemnified Party”) becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a “Proceeding”) with respect to the services performed pursuant to and in accordance with the Agreement, the Company agrees to indemnify, defend and hold each Indemnified Party harmless to the fullest extent permitted by law, from and against any losses, claims, damages, liabilities and expenses, including the fees and expenses of counsel to the Indemnified Parties, with respect to the services performed pursuant to and in accordance with the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted primarily from the gross negligence or willful misconduct (including bad faith) of such Indemnified Party. In addition, in the event that an Indemnified Party becomes involved in any capacity in any Proceeding with respect to the services performed pursuant to and in accordance with the Agreement, the Company will reimburse such Indemnified Party for its legal and other expenses (including the cost of any investigation and preparation) as such expenses are incurred by such Indemnified Party in connection therewith. Promptly after receipt by an Indemnified Party of notice of the commencement of any Proceeding, such Indemnified Party will, if a claim in respect thereof is to be made under this paragraph, notify the Company in writing of the commencement thereof; but the failure so to notify the Company (i) will not relieve the Company from liability under this paragraph to the extent it is not materially prejudiced as a result thereof and (ii) in any event shall not relieve the Company from any liability which it may have otherwise than on account of this Indemnification Agreement. Counsel to the Indemnified Parties shall be selected by the Bank. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the Indemnified Parties) also be counsel to the Indemnified Party. No indemnifying party shall, without the prior written consent of the Indemnified Parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought hereunder (whether or not the Indemnified Parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each Indemnified Party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. If the foregoing correctly sets forth the understanding between the Fundsuch indemnification were not to be available for any reason, the Manager Company agrees to contribute to the losses, claims, damages, liabilities and Xxxxx, please so indicate expenses involved (i) in the space proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its stockholders and affiliates, on the one hand, and the Indemnified Parties, on the other hand, in the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided below for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its stockholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company agrees that purposefor the purposes of this paragraph the relative benefits received, whereupon or sought to be received, by the Company and its stockholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received by or paid to or contemplated to be received by or paid to the Company or its stockholders or affiliates, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which the Bank has been retained to perform services bears to the fees paid to the Bank under the Agreement; provided, that in no event shall the Company contribute less than the amount necessary to assure that the Indemnified Parties are not liable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by the Bank pursuant to the Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by the Bank, on the other hand. Notwithstanding the provisions of this letter paragraph, an Indemnified Party shall not be entitled to contribution from the Company if it is determined that such Indemnified Party was guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933, as amended) and the Company was not guilty of such fraudulent misrepresentation. The Company will not settle any Proceeding in respect of which indemnity may be sought hereunder, whether or not an Indemnified Party is an actual or potential party to such Proceeding, without the Bank’s prior written consent (which consent shall not be unreasonably withheld). The foregoing indemnity and contribution agreement shall be in addition to any rights that any Indemnified Party may have at common law or otherwise. The Company agrees that no Indemnified Party shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company with respect to the services performed pursuant to and in accordance with the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted primarily from the gross negligence or willful misconduct (including bad faith) of the Bank in performing the services that are the subject of the Agreement. THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE SERVICES PERFORMED PURSUANT TO AND IN ACCORDANCE WITH THE AGREEMENT (“CLAIM”), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND THE INDEMNIFIED PARTIES CONSENT TO THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST THE BANK OR ANY INDEMNIFIED PARTY. EACH INDEMNIFIED PARTY AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of the Bank’s engagement under the Agreement. This Indemnification Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute a binding agreement between the Fund one and the Manager and Xxxxxsame agreement. Very truly yours, PIMCO Corporate & Income Opportunity Fund XXXXX XXXXX MANAGEMENT By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President Pacific Investment Management Company Agreed and Accepted: WACHOVIA CAPITAL MARKETS, 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 each of the Fund and the Advisor is on file with the Secretary of State of The Commonwealth of MassachusettsDelaware, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund and the Advisor, respectively, by an officer or Trustee of the Fund or the Advisor, as the case may be, in his or her capacity as an officer or Trustee of the Fund or the Advisor, 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 FundFund or the Advisor, 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 Xxxxxof 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 Advisors a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund and Xxxxxthe Advisors in accordance with its terms. Very truly yours, PIMCO Corporate & Income Opportunity Fund By: /s/ Xxxxx X. Xxxxxxx EVERGREEN GLOBAL DIVIDEND OPPORTUNITY FUND By Name: Xxxxx X. Xxxxxxx Title: President Pacific Investment Management Company EVERGREEN INVESTMENT MANAGEMENT COMPANY, LLC By: /s/ Xxxxx X. Xxxxxxx By Name: Xxxxx X. Xxxxxxx Title: President ACCEPTED CROW POINT PARTNERS, LLC By Name: Title: CONFIRMED AND ACCEPTED, as of the date first-first above written: JONESTRADING INSTITUTIONAL SERVICES WACHOVIA CAPITAL MARKETS, LLC X.X. XXXXXXX & SONS, INC. BB&T CAPITAL MARKETS, A DIVISION OF XXXXX & XXXXXXXXXXXX, INC. XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXX, XXXXXX & CO. XXXXXX, XXXXX XXXXX, INCORPORATED XXXXXX XXXXXX & COMPANY, INC. SOUTHWEST SECURITIES, INC. WEDBUSH XXXXXX SECURITIES INC. XXXXX FARGO SECURITIES, LLC By: /s/ WACHOVIA CAPITAL MARKETS, LLC By Authorized Signatory For themselves and as Representatives of the Underwriters named in Exhibit A hereto. EXHIBIT A Name of Underwriter Number of Initial Securities Wachovia Capital Markets, LLC X.X. Xxxxxxx & Sons, Inc. BB&T Capital Markets, a division of Xxxxx XxXxxx Name& Xxxxxxxxxxxx, Inc Xxxxxx X. Xxxxx & Co. Incorporated Xxxxxxx, Xxxxxx & Co. Xxxxxx, Xxxxx Xxxxx, Incorporated Xxxxxx Xxxxxx & Company, Inc. Southwest Securities, Inc. Wedbush Xxxxxx Securities Inc. Xxxxx Fargo Securities, LLC Total EXHIBIT E PRICE-RELATED INFORMATION EVERGREEN GLOBAL DIVIDEND OPPORTUNITY FUND Public offering price: Xxxxx XxXxxx Title$20.00 per share Underwriting discounts and commissions: CFO SCHEDULE 1 FORM OF PLACEMENT NOTICE From: [ ] Cc: [ ] To: [ ] Subject: Capital On Demand - Placement Notice Date: Gentlemen: Pursuant $_____ per share Proceeds, before expenses 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/Discountshare Shares offered: 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 2Over-allotment option:

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 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 XxxxxUnderwriters, 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 XxxxxUnderwriters, severally. Very truly yours, PIMCO Corporate & Income Opportunity Fund JOHN HANCOCK TAX-ADVANTAGED XXXXXEND INCOME FUND -------------------------- By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President Pacific Investment Management Company JOHN HANCOCK ADVISERS, LLC -------------------------- By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President ACCEPTED Accepted and agreed to as of the date first-first above written: JONESTRADING INSTITUTIONAL SERVICES LLC , on behalf of themselves and the other several Underwriters named in Schedule A By: /s/ Xxxxx XxXxxx NameUBS SECURITIES LLC -------------------------- By: Xxxxx XxXxxx Title: CFO -------------------------- By: Title: SCHEDULE 1 A Number of Shares to be Underwriter Purchased ----------- --------- UBS Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated TOTAL SCHEDULE B FORM OF PLACEMENT NOTICE FromOPINION OF HALE & DORR REGARDING THE FUND Xxxil , 2004 UBS Securities LLC As Representative of the Several Underwriters 299 Park Avenue New York, New York 10171-0026 Re: John Hancock Tax-Adxxxxxxxx Xxxxxxxx Xxxxxx Xxxx Xxxxxx xxx Xxxxlemen: Xxxx opinion is furnished to you pursuant to Section 6(e) of the Underwriting Agreement, dated as of August 14, 2003 (the "Underwriting Agreement"), among you, as Representative of the several Underwriters, John Hancock Advisers, LLC, a Delaware limited liability company (the "Axxxxex"), xxd John Hancock Tax-Advantaged Dividend Income Fund, a Massachusetts businexx xrxxx (xxe "Fund"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Underwriting Agreement. We have acted as counsel for the Fund and the Adviser in connection with the sale to the Underwriters by the Fund of an aggregate of 3,800 preferred shares of beneficial interest of the Fund, no par value, designated Series M Auction Preferred Shares of the Fund, 3,800 preferred shares of beneficial interest of the Fund, no par value, designated Series W Auction Preferred Shares of the Fund, 3,800 preferred shares of beneficial interest of the Fund, no par value, designated Series TH Auction Preferred Shares of the Fund, and 3,800 preferred shares of beneficial interest of the Fund, no par value, designated Series F Auction Preferred Shares of the Fund, each with a liquidation preference of $25,000 per share (collectively, the "Shares"), all pursuant to the Section 1 of the Underwriting Agreement. As such counsel, we have assisted in the preparation and filing with the Securities and Exchange Commission (the "Commission") of the Fund's Registration Statement on Form N-2 dated July 14, 2003 (File Nos. 333-113675 and 811-21416), and amendment No. 1, which Registration Statement became effective on [ ], 2004 (the "Effective Date"). Such Registration Statement, in the form in which it became effective, is referred to herein as the "Registration Statement," and the prospectus dated [ ], 2004 and statement of additional information dated [ ], 2004 included therein, as filed pursuant to Rule 497 of the Securities Act of 1933, as amended (the "Securities Act"), on [ ], 2004, are referred to herein as the "Prospectus" and the "Statement of Additional Information." We have examined and relied upon the Declaration of Trust and Amended By-laws of the Fund, each as amended to date, records of meetings or written actions of shareholders and of the Board of Trustees of the Fund, proceedings of the Fund in connection with the authorization and issuance of the Shares, the Registration Statement, the Prospectus, the Statement of Additional Information, the Underwriting Agreement, certificates of representatives of the Fund, certificates of public officials and such other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. We have assumed that all corporate or trust records of the Fund and the Adviser and stock books of the Fund and are complete and accurate. Insofar as this opinion relates to factual matters, information with respect to which is in the possession of the Fund or the Adviser, we have relied, with your permission, upon certificates, statements and representations of officers and other representatives of the Fund and the Adviser, representations made in the Underwriting Agreement and statements contained in the Registration Statement. We have not attempted to verify independently such facts, although nothing has come to our attention which has caused us to question the accuracy of such certificates, statements or representations. In our examination of the documents referred to above, we have assumed the genuineness of all signatures, the legal capacity of each individual signing such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such documents. Any reference to "our knowledge" or "best of our knowledge" or to any matters "known to us," "of which we are aware" or "coming to our attention" or any variation of any of the foregoing, shall mean the conscious awareness, as to the existence or absence of any facts, which would contradict the opinions and statements so expressed, of the attorneys of this firm who have rendered substantive attention to the transaction to which this opinion relates. Other than as expressly set forth below, we have not undertaken, for purposes of this opinion, any independent investigation to determine the existence or absence of such facts, and no inference as to our knowledge of the existence or absence of such facts should be drawn from the fact of our representation of the Fund and the Adviser. Moreover, we have not searched any electronic databases or the dockets of any court, regulatory body or governmental agency or other filing office in any jurisdiction. For purposes of this opinion, we have assumed that the agreements referred to herein have been duly authorized, executed and delivered by all parties thereto other than the Fund, and that all such other parties have all requisite power and authority to effect the transactions contemplated by such agreements. We have also assumed that each such agreement is the valid and binding obligation of each party thereto other than the Fund and is enforceable against all such other parties in accordance with its terms. We do not render any opinion as to the application of any federal or state law or regulation to the power, authority or competence of any party to the agreements other than the Fund. Our opinions set forth below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws relating to or affecting the rights of creditors generally, (ii) statutory or decisional law concerning recourse by creditors to security in the absence of notice or hearing, (iii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of good faith, reasonableness and fair dealing, and (iv) general equitable principles. We express no opinion as to the availability of any equitable or specific remedy upon any breach of any of the agreements as to which we are opining herein, or any of the agreements, documents or obligations referred to therein, or to the successful assertion of any equitable defenses, inasmuch as the availability of such remedies or the success of any equitable defense may be subject to the discretion of a court. Without limiting the foregoing, with respect to our opinion in paragraph 9 below, (i) we are expressing no opinion as to the enforceability of the indemnification or contribution provisions of the Underwriting Agreement, (ii) we note that a court may refuse to enforce, or may limit the application of, the Underwriting Agreement or certain provisions thereof, as unconscionable or contrary to public policy, and (iii) we have assumed compliance by all parties with federal and state securities laws. We also express no opinion herein as to any provision of any agreement (a) which may be deemed to or construed to waive any right of the Fund, (b) to the effect that rights and remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to or with any other right or remedy and does not preclude recourse to one or more other rights or remedies, (c) relating to the effect of invalidity or unenforceability of any provision of any agreement on the validity or enforceability of any other provision thereof, (d) requiring the payment of penalties, consequential damages or liquidated damages, (e) which is in violation of public policy, including, without limitation, any provision relating to non-competition and non-solicitation or relating to indemnification and contribution with respect to securities law matters, (f) purporting to indemnify any person against his, her or its own negligence or intentional misconduct, (g) which provides that the terms of any agreement may not be waived or modified except in writing or (h) relating to choice of law or consent to jurisdiction. Our opinion expressed in paragraph 1 below as to the valid existence and good standing of the Fund is based solely on a certificate of legal existence issued by the Secretary of State of the Commonwealth of Massachusetts, a copy of which has been made available to your counsel, and our opinion with respect to such matters is rendered as of the date of such certificate and limited accordingly. We express no opinion as to the tax good standing of the Fund in any jurisdiction. In connection with our opinion expressed in paragraph 2 below, insofar as it relates to full payment for the outstanding Common Shares of the Fund, we have relied solely on a certificate of an officer of the Fund. Our opinion expressed in paragraph 2 below as to issued and outstanding shares of capital stock of the Fund is based solely on a certificate of the Fund's transfer agent, which we assume to be complete and accurate. Our opinion expressed in paragraph 2 below as to the due and valid issuance of all outstanding common shares of the Fund is based solely on a review of the corporate minute books of the Fund, and a certificate of an officer of the Fund, each of which we assume to be complete and accurate. Our opinion expressed in paragraph 4 below as to the effectiveness of the Registration Statement under the Securities Act is based solely upon oral advice from [ ] Cc: at the Division of Investment Management of the Commission that such Registration Statement was declared effective as of [ ] To: p.m. on [ ] Subject: Capital On Demand - Placement Notice Date: Gentlemen: Pursuant ], 2004. Our opinion expressed in paragraph 10 below as to the terms listing of the Common Shares on the New York Stock Exchange is solely based upon a letter from the Exchange to the Fund dated [ ], 2004. Our opinions in paragraphs 2 and 3 below are qualified to the extent that, under Massachusetts law, shareholders of a Massachusetts business trust may be held personally liable for the obligations of the Fund. However, the Declaration of Trust disclaims shareholders liability for acts or obligations of the Fund. Also, the Declaration of Trust provides for indemnification out of Fund property for all loss and expense of any shareholder held personally liable for the obligations of the Fund. We have not made any investigation of the laws of any jurisdiction other than the state laws of the Commonwealth of Massachusetts and the federal laws of the United States of America. To the extent that any other laws govern any of the matters as to which we express an opinion below, we have assumed for purposes of this opinion, with your permission and without independent investigation, that the laws of such jurisdiction are identical to the state laws of the Commonwealth of Massachusetts, and we express no opinion as to whether such assumption is reasonable or correct. We express no opinion with respect to the securities or Blue Sky laws of any state of the United States, with respect to state or federal antifraud laws (except to the extent expressly provided in the third to last paragraph below) or with respect to the approval by the National Association of Securities Dealers, Inc. of the offering. On the basis of and subject to the conditions contained in the Capital On Demand™ Sales Agreement between PIMCO Corporate & Income Opportunity Fund (the “Fund”)foregoing, Pacific Investment Management Company LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated March 23, 2017, I hereby request on behalf we are 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 2opinion that:

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Declaration Certificate of Trust of the Fund is on file with the Secretary of State of The Commonwealth the State of MassachusettsDelaware, 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 Adviser 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 Fund, the Manager Adviser and Xxxxx. Very truly yours, PIMCO Corporate & Income Opportunity Fund CALAMOS CONVERTIBLE AND HIGH INCOME FUND By: /s/ Xxxxxx X. Xxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxx X. Xxxxxxx Title: Vice President Pacific Investment Management Company and Chief Financial Officer CALAMOS ADVISORS LLC By: /s/ Xxxxx X. J. Xxxxxxxxxxx Xxxxxxx Name: Xxxxx X. J. Xxxxxxxxxxx Xxxxxxx Title: President SVP, General Counsel and Secretary ACCEPTED as of the date first-above written: JONESTRADING INSTITUTIONAL SERVICES LLC By: /s/ Xxxxx XxXxxx Name: Xxxxx XxXxxx Title: CFO Chief Financial Officer SCHEDULE 1 FORM OF PLACEMENT NOTICE From: [ ] Cc: [ ] To: [ ] Date: [ ] 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 & among Calamos Convertible and High Income Opportunity Fund (the “Fund”), Pacific Investment Management Company Calamos Advisors LLC (the “Adviser”) and JonesTrading Institutional Services LLC (“Xxxxx”) dated March 23April 15, 20172016 (the “Agreement”), I hereby request on behalf of the Fund that Xxxxx sell up to 14,500,000 6,232,167 shares of the Fund’s common shares of beneficial interest, $0.00001 no 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/Discount: commission 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 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 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 Trusteestrustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. This agreement shall be effective as of the date first written above. Very Truly Yours, NUVEEN FUND ADVISORS, LLC By: Name: Title: NUVEEN SHORT DURATION CREDIT OPPORTUNITIES FUND By: Name: Xxxxx X. XxXxxxxx Title: Vice President Accepted and agreed to as of the date first above written: XXXXXX XXXXXXX & CO. LLC By: Name: Title: INDEMNIFICATION AGREEMENT November [ ], 2015 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: In connection with the engagement of Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) to advise and assist Nuveen Short Duration Credit Opportunities Fund (together with its successors and assigns, referred to as the “Fund”) with the matters set forth in the Structuring Fee Agreement dated the date hereof among the Fund, Nuveen Fund Advisors, LLC (the “Adviser”) and Xxxxxx Xxxxxxx (the “Fee Agreement”), in the event that Xxxxxx Xxxxxxx becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a “Proceeding”) with respect to the services performed in connection with, or arising out of, or based upon the Fee Agreement, including, without limitation, related services and activities prior to the date of the Fee Agreement, the Fund and the Adviser have, jointly and severally, agreed to indemnify and hold harmless Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx’x affiliates and their respective officers, directors, employees and agents and each other person, if any, controlling Xxxxxx Xxxxxxx or any of Xxxxxx Xxxxxxx’x affiliates (Xxxxxx Xxxxxxx and each such other person being an “Indemnified Person”) from and against any losses, claims, damages or liabilities related to, arising out of or in connection with the activities (the “Activities”) performed by any Indemnified Person in connection with, or arising out of, or based upon, the Fee Agreement and/or any action taken by any Indemnified Person in connection therewith (including, without limitation, any presentation given by the Fund or any affiliate of the Fund and an Indemnified Person relating to the Term Preferred Shares, Series 2020 with a liquidation preference of $1,000 per share (the “Term Preferred Shares”) of the Fund), and will reimburse each Indemnified Person for all expenses (including reasonably incurred fees and expenses of counsel) as they are incurred in connection with investigating, preparing, pursuing or defending any Proceeding related to, arising out of or in connection with the Activities, whether or not pending or threatened and whether or not any Indemnified Person is a party. The Fund and the Adviser will not, however, be responsible for any losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith, gross negligence or willful misconduct of any Indemnified Person. The Fund and the Adviser also agree that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Fund or the Adviser related to, arising out of or in connection with the Activities, except for any such liability for losses, claims, damages or liabilities incurred by the Fund or the Adviser that are finally judicially determined to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnified Person. Notwithstanding the foregoing, in no event shall the Fund or the Adviser be responsible for any losses, claims, damages or liabilities to any Indemnified Person arising from any such Proceeding in excess of the gross proceeds received by the Fund from the offering of the Term Preferred Shares of the Fund (the “Offering”); provided, however, that the Fund and the Adviser shall, as set forth above, jointly and severally indemnify and be responsible for, regardless of the gross proceeds received by the Fund from the Offering, all expenses (including reasonably incurred fees and expenses of counsel) incurred in connection with investigating, preparing, pursuing or defending any Proceeding related to, arising out of or in connection with the Activities, whether or not pending or threatened and whether or not any Indemnified Person is a party, as set forth above. The Fund and the Adviser will not, without Xxxxxx Xxxxxxx’x prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination includes a release of each Indemnified Person from any liabilities arising out of such Proceeding. No Indemnified Person seeking indemnification, reimbursement or contribution under this agreement (the “Indemnification Agreement”) will, without the Fund’s and the Adviser’s prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Proceeding. Promptly as reasonably practicable after receipt by an Indemnified Person of notice of the commencement of any Proceeding, the Indemnified Person will, if a claim in respect thereof is to be made under this Indemnification Agreement, notify the Fund and the Adviser in writing of the commencement thereof; but the failure so to notify the Fund or the Adviser (i) will not relieve the Fund and the Adviser from liability under this Indemnification Agreement to the extent they are not materially prejudiced as a result thereof and (ii) in any event shall not relieve the Fund and the Adviser from any liability which they may have otherwise than an account of this Indemnification Agreement. If such indemnification were not to be available for any reason, the foregoing correctly sets forth Fund and the understanding Adviser, jointly and severally, agree to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Fund or the Adviser (including, in the case of the Fund, the net proceeds from the Term Preferred Shares sold by Xxxxxx Xxxxxxx in the Offering before deducting expenses) and its equity holders and affiliates, on the one hand, and Xxxxxx Xxxxxxx, on the other hand, in the matters contemplated by the Fee Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Fund and the Adviser and their equity holders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Fund and the Adviser agree that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Fund and the Adviser and their equity holders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received by or paid to or contemplated to be received by or paid to the Fund and the Adviser or their equity holders or affiliates, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which Xxxxxx Xxxxxxx has been retained to perform financial services bears to the fees paid to Xxxxxx Xxxxxxx under the Fee Agreement; provided that in no event shall the Fund and the Adviser contribute less than the amount necessary to assure that Xxxxxx Xxxxxxx is not liable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by Xxxxxx Xxxxxxx pursuant to the Fee Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Fund or the Adviser or other conduct by the Fund or the Adviser (or their employees or other agents), on the one hand, or by Xxxxxx Xxxxxxx, on the other hand. This Indemnification Agreement, together with the Fee Agreement, any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this agreement) that relate to the Offering, represents the entire agreement between the Fund, the Manager Adviser and Xxxxxthe Indemnified Persons with respect to the fee paid to Xxxxxx Xxxxxxx under the Fee Agreement. The Fund and the Adviser acknowledge that in connection with the services performed pursuant to the Fee Agreement: (i) Xxxxxx Xxxxxxx has acted at arm’s length, please so indicate in is not an agent of, and owes no fiduciary duties to, the space provided below for that purposeFund, whereupon this letter shall constitute a binding agreement between the Adviser or any person affiliated with the Fund or the Adviser, (ii) Xxxxxx Xxxxxxx owes the Fund and the Manager Adviser only those duties and Xxxxx. Very truly yours, PIMCO Corporate & Income Opportunity Fund By: /s/ Xxxxx X. obligations set forth in this Indemnification Agreement and the Fee Agreement and (iii) Xxxxxx 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 may have interests that differ from those 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 Fund and the Adviser. The Fund and the Adviser waive to the terms and subject full extent permitted by applicable law any claims any of the Fund, the Adviser or any person affiliated with the Fund or the Adviser may have against Xxxxxx Xxxxxxx arising from an alleged breach of fiduciary duty in connection with the services performed pursuant to the conditions contained Fee Agreement. The provisions of this Indemnification Agreement shall apply to the Activities and any modification thereof and shall remain in full force and effect regardless of any termination or the Capital On Demand™ Sales completion of Xxxxxx Xxxxxxx’x services under the Fee Agreement. This Indemnification Agreement between PIMCO Corporate & Income Opportunity Fund may not be assigned by either party without prior written consent of the other party. No provision of this Indemnification Agreement may be amended or waived except by an instrument in writing signed by the parties hereto. This Indemnification Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Indemnification Agreement (the “FundClaim”), Pacific Investment Management Company LLC directly or indirectly, shall be governed by and JonesTrading Institutional Services LLC construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (“Xxxxx”and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) dated March 23in any such Claim and irrevocably waives, 2017to the fullest extent permitted by law, I any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 of the Fee Agreement shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX, THE FUND AND THE ADVISER WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT. EACH OF XXXXXX XXXXXXX, THE FUND AND THE ADVISER AGREE THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX, THE FUND AND THE ADVISER, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX, THE FUND OR THE ADVISER ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. This Indemnification Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Indemnification Agreement by facsimile or other electronic transmission that accurately depicts a manual signature shall be effective as delivery of a manually executed counterpart hereof. A copy of the Declaration of Trust of the Fund is on file with the Secretary of the Commonwealth of Massachusetts, and notice hereby request is given that this Indemnification 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 Xxxxx sell up to 14,500,000 shares the obligations under or arising out of this Indemnification 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’s common shares . Very Truly Yours, NUVEEN FUND ADVISORS, LLC By: Name: Title: NUVEEN SHORT DURATION CREDIT OPPORTUNITIES FUND By: Name: Xxxxx X. XxXxxxxx Title: Vice President Accepted and agreed to as of beneficial interest, $0.00001 par value per share, at a minimum market price of $ per sharethe date first above written: XXXXXX XXXXXXX & CO. 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/DiscountLLC By: 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 2Name:

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 State of The Commonwealth of MassachusettsDelaware, 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 XxxxxUnderwriters, 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 XxxxxUnderwriters, severally. Very truly yours, PIMCO Corporate & Income Opportunity Fund PIONEER MUNICIPAL HIGH INCOME TRUST -------------------------- By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President Pacific Investment Management Company LLC PIONEER INVESTMENT MANAGEMENT, INC. -------------------------- By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President ACCEPTED Accepted and agreed to as of the date first-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 themselves and the Fund that other several Underwriters named in Schedule A UBS SECURITIES LLC [ ] By: UBS SECURITIES LLC -------------------------- By: Xxxxx sell up to 14,500,000 shares Xxxxxxxx Title: Managing Director -------------------------- By: Xxxx X. Reit Title: Executive Director SCHEDULE A NUMBER OF SHARES TO BE UNDERWRITER PURCHASED ----------- --------- UBS Securities LLC [ ] [ ] [ ] [ ] [ ] ==== TOTAL [ ] SCHEDULE B FORM OF OPINION OF XXXX & XXXX LLP REGARDING THE FUND [ ], 2003 UBS Securities LLC As Representative of the Fund’s common Several Underwriters 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Re: Pioneer Investment Management, Inc. Ladies and Gentlemen: This opinion is furnished to you pursuant to Section 6(e) of the Underwriting Agreement, dated as of [ ], 2003 (the "Underwriting Agreement"), among you, as Managing Representative of the several Underwriters, Pioneer Investment Management, Inc., a Delaware corporation (the "Adviser"), and Pioneer Municipal High Income Trust, a Delaware statutory trust (the "Trust"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Underwriting Agreement. We have acted as counsel for the Trust and the Adviser in connection with the sale to the Underwriters by the Trust of an aggregate of [ ] preferred shares of beneficial interestinterest of the Trust, no par value, designated Series ___ Auction Preferred Shares of the Trust, [ ] preferred shares of beneficial interest of the Trust, no par value, designated Series ___ Auction Preferred Shares of the Trust, [ ] preferred shares of beneficial interest of the Trust, [ ] preferred shares of beneficial interest of the Trust and [ ] preferred shares of beneficial interest of the Trust, no par value, designated Series ___ Auction Preferred Shares of the Trust, each with a liquidation preference of $0.00001 par value [ ] per shareshare (collectively, at a minimum market price the "Shares"), all pursuant to the Section 1 of $ per sharethe Underwriting Agreement. The time period during which sales are requested to be made shall be As such counsel, we have assisted in the preparation and filing with the Securities and Exchange Commission (the "Commission") of the Trust's Registration Statement on Form N-2 dated August 8, 2003 (File Nos. 333-107812 and 811-21321), and amendment Nos. [No more than shares may be sold in any one trading day.1 and 2] Commission/Discount: ADDITIONAL SALES PARAMETERS MAY BE ADDEDthereto, SUCH AS SPECIFIC DATES THE SHARES MAY NOT BE SOLD ONwhich Registration Statement became effective on [ ], THE MANNER IN WHICH SALES ARE TO BE MADE BY XXXXX, AND/OR THE CAPACITY IN WHICH XXXXX MAY ACT IN SELLING SHARES 2003 (AS PRINCIPAL, AGENT, OR BOTHthe "Effective Date"). SCHEDULE 2Such Registration Statement, in the form in which it became effective, is referred to herein as the "Registration Statement," and the prospectus dated [ ], 2003 and statement of additional information dated [ ], 2003, included therein, as filed pursuant to Rule 497 of the Securities Act of 1933, as amended (the "Securities Act"), on [ ], 2003, are referred to herein as the "Prospectus" and the "Statement of Additional Information."

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund Adviser is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Structuring Fee Agreement is executed on behalf of the Fund Adviser by an officer or Trustee of the Fund Adviser in his or her capacity as an officer or Trustee of the Fund Adviser and not individually and that the obligations under or arising out of this Structuring Fee Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the FundAdviser. This Agreement shall be effective as of the date first written above. XXXXX XXXXX MANAGEMENT By: Name: Title: Agreed and Accepted: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: Indemnification Agreement May [ ], 2009 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: In connection with the engagement of Citigroup Global Markets Inc. (the “Bank”) to advise and assist the undersigned (together with its affiliates and subsidiaries, referred to as the “Company”) with the matters set forth in the Structuring Fee Agreement dated May [ ], 2009 between the Company and the Bank (the “Agreement”), in the event that the Bank becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a “Proceeding”) with respect to the services performed pursuant to and in accordance with the Agreement, the Company agrees to indemnify, defend and hold the Bank harmless to the fullest extent permitted by law, from and against any losses, claims, damages, liabilities and expenses with respect to the services performed pursuant to and in accordance with the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted primarily from the gross negligence or willful misconduct of the Bank. In addition, in the event that the Bank becomes involved in any capacity in any Proceeding with respect to the services performed pursuant to and in accordance with the Agreement, the Company will reimburse the Bank for its legal and other expenses (including the cost of any investigation and preparation) as such expenses are incurred by the Bank in connection therewith. Promptly after receipt by the Bank of notice of the commencement of any Proceeding, the Bank will, if a claim in respect thereof is to be made against the Company under this paragraph, notify the Company in writing of the commencement thereof; but the failure so to notify the Company (i) will not relieve the Company from liability under this paragraph unless and to the extent it did not otherwise learn of such Proceeding and such failure results in the forfeiture by the Company of substantial rights and defenses and (ii) will not, in any event, relieve the Company from any obligations to the Bank other than the indemnification obligation provided above. The Company shall be entitled to appoint counsel of the Company’s choice at the Company’s expense to represent the Bank in any Proceeding for which indemnification is sought (in which case the Company shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Bank or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the Bank. Notwithstanding the Company’s election to appoint counsel to represent the Bank in a Proceeding, the Bank shall have the right to employ one separate counsel (and one separate local counsel), and the Company shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the Company to represent the Bank would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such Proceeding include both the Bank and the Company and the Bank shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the Company, (iii) the Company shall not have employed counsel reasonably satisfactory to the Bank to represent the Bank within a reasonable time after notice of the institution of such Proceeding or (iv) the Company shall authorize the Bank to employ separate counsel at the expense of the Company. If such indemnification were not to be available for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its stockholders and affiliates and other constituencies, on the one hand, and the Bank, on the other hand, in the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its stockholders and affiliates and other constituencies, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its stockholders and affiliates and other constituencies, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received by or paid to or contemplated to be received by or paid to the Company or its stockholders or affiliates and other constituencies, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which the Bank has been retained to perform services bears to the fees paid to the Bank under the Agreement; provided, that in no event shall the Company contribute less than the amount necessary to assure that the Bank is not liable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by the Bank pursuant to the Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by the Bank, on the other hand. Notwithstanding the provisions of this paragraph, the Bank shall not be entitled to contribution from the Company if it is determined that the Bank was guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933, as amended) and the Company was not guilty of such fraudulent misrepresentation. The Company will not settle any Proceeding in respect of which indemnity may be sought hereunder, whether or not the Bank is an actual or potential party to such Proceeding, without the Bank’s prior written consent. For purposes of this Indemnification Agreement, the Bank shall include the Bank, any of its affiliates, each other person, if any, controlling the Bank or any of its affiliates, their respective officers, current and former directors, employees and agents, and the successors and assigns of all of the foregoing correctly sets forth persons. The foregoing indemnity and contribution agreement shall be in addition to any rights that any indemnified party may have at common law or otherwise. The Company agrees that neither the understanding between Bank nor any of its affiliates, directors, agents, employees or controlling persons shall have any liability to the FundCompany or any person asserting claims on behalf of or in right of the Company with respect to the services performed pursuant to and in accordance with the Agreement, except to the Manager extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted primarily from the gross negligence or willful misconduct of the Bank in performing the services that are the subject of the Agreement. THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE SERVICES PERFORMED PURSUANT TO AND IN ACCORDANCE WITH THE AGREEMENT (“CLAIM”), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND THE BANK CONSENT TO THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST THE BANK OR ANY INDEMNIFIED PARTY. EACH OF THE BANK AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. The foregoing Indemnification Agreement shall remain in full force and Xxxxxeffect notwithstanding any termination of the Bank’s engagement. This Indemnification Agreement may be executed in two or more counterparts, please so indicate in the space provided below for that purposeeach of which shall be deemed an original, whereupon this letter but all of which shall constitute a binding agreement between the Fund one and the Manager and Xxxxxsame agreement. Very truly yours, PIMCO Corporate & Income Opportunity Fund XXXXX XXXXX MANAGEMENT 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 Accepted and agreed to as of the date first-first above written: JONESTRADING INSTITUTIONAL SERVICES LLC CITIGROUP GLOBAL MARKETS INC. 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 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 Structuring Fee 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 Structuring Fee Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the FundFund or the Adviser, as the case may be. 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 [END OF TEXT] This Agreement 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 be effective as of the date first-above writtenfirst written above. XXXXX XXXXX MANAGEMENT By: JONESTRADING INSTITUTIONAL SERVICES ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Agreed and Accepted: WACHOVIA CAPITAL MARKETS, LLC By: /s/ Xxxxx XxXxxx --------------------------------- Name: Xxxxx XxXxxx ------------------------------- Title: CFO SCHEDULE 1 FORM OF PLACEMENT NOTICE From: [ ------------------------------ [Structuring Fee Agreement] Cc: [ ] To: [ ] Subject: INDEMNIFICATION AGREEMENT February __, 2007 Wachovia Capital On Demand - Placement Notice Date: Markets, LLC 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: Pursuant In connection with the engagement of Wachovia Capital Markets, LLC (the "Bank") to advise and assist the undersigned (together with its affiliates and subsidiaries, referred to as the "Company") with the matters set forth in the Structuring Fee Agreement dated February __, 2007 between the Company and the Bank (the "Agreement"), in the event that the Bank becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a "Proceeding") with respect to the terms services performed pursuant to and in accordance with the Agreement, the Company agrees to indemnify, defend and hold the Bank harmless to the fullest extent permitted by law, from and against any losses, claims, damages, liabilities and expenses with respect to the services performed pursuant to and in accordance with the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted primarily from the conditions contained gross negligence or willful misconduct of the Bank. In addition, in the Capital On Demand™ Sales Agreement between PIMCO Corporate & Income Opportunity Fund event that the Bank becomes involved in any capacity in any Proceeding with respect to the services performed pursuant to and in accordance with the Agreement, the Company will reimburse the Bank for its legal and other expenses (including the “Fund”cost of any investigation and preparation) as such expenses are incurred by the Bank in connection therewith. Promptly as reasonably practicable after receipt by the Bank of notice of the commencement of any Proceeding, the Bank will, if a claim in respect thereof is to be made against the Bank under this paragraph, notify the Company in writing of the commencement thereof; but the failure so to notify the Company (i) will not relieve the Company from liability under this paragraph to the extent it is not materially prejudiced as a result thereof and (ii) in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to the Underwriters and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall be selected by Wachovia; counsel to the Adviser, its directors, trustees, members and each of its officers who signed the Registration Statement and each person, if any, who controls the Adviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall be selected by the Adviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Underwriters and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Adviser, and each of its directors, trustees, members and each of its officers who signed the Registration Statement and each person, if any, who controls the Adviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), Pacific Investment Management Company LLC unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and JonesTrading Institutional Services LLC (“Xxxxx”ii) dated March 23does not include a statement as to or an admission of fault, 2017, I hereby request culpability or a failure to act by or on behalf of any indemnified party. If such indemnification were not to be available for any reason, the Fund that Xxxxx sell up Company agrees to 14,500,000 shares contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its stockholders and affiliates, on the one hand, and the Bank, on the other hand, in the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Fund’s common shares of beneficial interestCompany and its stockholders and affiliates, $0.00001 par value per shareon the one hand, at a minimum market price of $ per shareand the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The time period during which sales are requested Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be made received, by the Company and its stockholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Company or its stockholders or affiliates, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which the Bank has been retained to perform services bears to the fees paid to the Bank under the Agreement; provided, that in no event shall the Company contribute less than the amount necessary to assure that the Bank is not liable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by the Bank pursuant to the Agreement. [No more than shares Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by the Bank, on the other hand. Notwithstanding the provisions of this paragraph, the Bank shall not be entitled to contribution from the Company if it is determined that the Bank was guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) and the Company was not guilty of such fraudulent misrepresentation. The Company will not settle any Proceeding in respect of which indemnity may be sold in any one trading day.] Commission/Discount: ADDITIONAL SALES PARAMETERS MAY BE ADDEDsought hereunder, SUCH AS SPECIFIC DATES THE SHARES MAY NOT BE SOLD ONwhether or not the Bank is an actual or potential party to such Proceeding, THE MANNER IN WHICH SALES ARE TO BE MADE BY XXXXX, AND/OR THE CAPACITY IN WHICH XXXXX MAY ACT IN SELLING SHARES without the Bank's prior written consent (AS PRINCIPAL, AGENT, OR BOTH). SCHEDULE 2which consent shall not be

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 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 FundFund or the Adviser, as the case may be. If the foregoing correctly sets forth the is in accordance with your understanding between the Fund, the Manager and Xxxxxof 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 Adviser a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund and Xxxxxthe Adviser in accordance with its terms. Very truly yours, PIMCO Corporate & Income Opportunity Fund By: /s/ Xxxxx X. Xxxxxxx NUVEEN MULTI-CURRENCY SHORT-TERM GOVERNMENT INCOME FUND By Name: Xxxxx X. Xxxxxxx Title: President Pacific Investment Management Company LLC By: /s/ Xxxxx X. Xxxxxxx NUVEEN ASSET MANAGEMENT By Name: Xxxxx X. Xxxxxxx Title: President ACCEPTED CONFIRMED AND ACCEPTED, as of the date first-first above written: JONESTRADING INSTITUTIONAL SERVICES WACHOVIA CAPITAL MARKETS, LLC CITIGROUP GLOBAL MARKETS INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXXX & SONS, INC. NUVEEN INVESTMENTS, LLC By: /s/ WACHOVIA CAPITAL MARKETS, LLC By Authorized Signatory For themselves and as Representatives of the Underwriters named in Exhibit A hereto. EXHIBIT A Name of Underwriter Number of Initial Securities Wachovia Capital Markets, LLC Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx XxXxxx Name: Incorporated X.X. Xxxxxxx & Sons, Inc. Nuveen Investments, LLC Xxxxxx X. Xxxxx XxXxxx Title: CFO SCHEDULE 1 & Co. Incorporated 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 Xxxxxxx Xxxxx & Associates, Inc. RBC Capital Markets Corporation Xxxxxx, Xxxxxxxx & Company, Incorporated Wedbush Xxxxxx Securities Inc. Xxxxx Fargo Securities, LLC Total EXHIBIT B 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 2OPINION OF FUND COUNSEL

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 Underwriting Agreement is executed on behalf of the Fund Fund, the Adviser and the Subadviser, respectively, by an officer or Trustee of the Fund Fund, the Adviser or the Subadviser, as the case may be, in his or her capacity as an officer or Trustee of the Fund Fund, the Adviser or the Subadviser, 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, the Adviser or the Subadviser, as the case may be. [Signature Page Follows] If the foregoing correctly sets forth the is in accordance with your understanding between of our agreement, please sign and return to the Fund, the Manager Adviser and Xxxxx, please so indicate in the space provided below for that purposeSubadviser a counterpart hereof, whereupon this letter shall constitute instrument, along with all counterparts, will become a binding agreement between among the Fund Underwriters, the Fund, the Adviser and the Manager and XxxxxSubadviser in accordance with its terms. Very truly yours, PIMCO Corporate & Income Opportunity Fund yours XXXXXX PREFERRED AND INCOME 2022 TERM FUND By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx [●] Title: President Pacific Investment Management Company [●] NUVEEN FUND ADVISORS, LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx [●] Title: President ACCEPTED [●] NUVEEN ASSET MANAGEMENT, LLC By: Name: [●] Title: [●] CONFIRMED AND ACCEPTED, as of the date first-first above written: JONESTRADING INSTITUTIONAL SERVICES By: XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx XxXxxx Name: Xxxxx XxXxxx [●] Title: CFO SCHEDULE 1 [●] XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED By: Name: [●] Title: [●] NUVEEN SECURITIES, LLC By: Name: [●] Title: [●] For themselves and as Representatives of the Underwriters named in Exhibit A hereto. EXHIBIT A Name of Underwriter Number of Initial Securities Xxxxx Fargo Securities, LLC [●] [TO BE UPDATED] [●] [●] Total [●] EXHIBIT B [FORM OF PLACEMENT NOTICE FromOPINION OF FUND COUNSEL] EXHIBIT C [FORM OF OPINION OF ADVISER’S COUNSEL] EXHIBIT D [FORM OF OPINION OF SUBADVISER’S COUNSEL] EXHIBIT E PRICE-RELATED INFORMATION Shares offered: [ [●] CcOver-allotment option: [ ] 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 each of the Fund Funds and Eaton Vance is on file with the Secretary of State of The Commonwealth of Comxxxxxxxxx xf Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund and Eaton Vance, respectively, by an officer or Trustee of the Fund Fuxx xx Xxxxx Vance, as the case may be, in his or her capacity as an officer or xxxxxxx xx 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 FundFund or Eaton Vance, as the case may be. If the foregoing correctly sets forth the understanding between among the Fund, the Manager Investment Adviser and Xxxxxthe Underwriters, please so indicate in the space provided below for that purposebelow, whereupon this letter and your acceptance shall constitute a binding agreement between among the Fund Fund, the Investment Adviser and the Manager and XxxxxUnderwriters, severally. Very truly yours, PIMCO Corporate & Income Opportunity Fund EATON VANCE INSURED MASSACHUSETXX XXXXXXXXL BOND FUND -------------------------- By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President Pacific Investment Management Company LLC EATON VANCE MANAGEMENT -------------------------- By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President ACCEPTED Accepted and agreed to as of the date first-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 themselves and the Fund that Xxxxx sell up to 14,500,000 shares of the Fund’s common shares of beneficial interestother several underwriters named in Schedule A UBS WARBURG LLC MERRILL LYNCH, $0.00001 par value per sharePIERCE, at a minimum market price of $ per shareFENNER & SMITH INCORPORATED A.G. EDWARDS & SXXX, XXC. The time period during which sales are requested to be made shall be PRUDENTIAL SEXXXXXXES XXXXXPORATED CIBC WXXXX XXXXXXX CORP. [No more than shares may be sold in any one trading day.] Commission/DiscountRBC DAIN RAUSCHER INCORPORATED WACHOVIA SECURITIES, INC. By: ADDITIONAL SALES PARAMETERS MAY UBS WARXXXX XXX -------------------------- By: Oscar Junquera Title: Managing Director -------------------------- Xx: Xxxx A. Reit Title: Executive Director SCHEDULE A NUMBER OF SHARES TO NAME BE ADDEDPURCHASED ---- ------------ UBS Warburg LLC Merrill Lynch, SUCH AS SPECIFIC DATES Pierce, Fenner & Smith Incorporated A.G. Edwards & Sxxx, Xxc. Prudential Sexxxxxxes Xxxxxporated CIBC Wxxxx Xxxxxxx Corp. RBC Dain Rauscher Incorporated Wachovia Securities, Inc. XXXXX SCHEDULE B FORM OF OPINION OF KIRKPATRICK & LOCKHART LLP REGARDING 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 2FUND

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 Strategy Fund By: /s/ Xxxxx X. Xxxxxxx Xxxx Xxxxxx Name: Xxxxx X. Xxxxxxx Xxxx Xxxxxx Title: President EVP, Head of Americas Fund and Client Operations Pacific Investment Management Company LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President Managing Director, Co-COO ACCEPTED as of the date first-above written: JONESTRADING INSTITUTIONAL SERVICES LLC By: /s/ Xxxxx XxXxxx Xxxx Name: Xxxxx XxXxxx Xxxx Title: CFO General Counsel 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 on Demand™ Third Amended and Restated Sales Agreement between PIMCO Corporate & Income Opportunity Strategy Fund (the “Fund”), Pacific Investment Management Company LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated March 23February 13, 20172024, 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 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 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 of the Fund under or arising out of this Agreement are not binding upon any of the Trusteestrustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. This agreement shall be effective as of the date first written above. Very Truly Yours, NUVEEN FUND ADVISORS, LLC By: Name: Title: NUVEEN FLOATING RATE INCOME OPPORTUNITY FUND By: Name: Title: Accepted and agreed to as of the date first above written: XXXXXX XXXXXXX & CO. LLC By: Name: Title: INDEMNIFICATION AGREEMENT [ ], 2016 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: In connection with the engagement of Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) to advise and assist Nuveen Floating Rate Income Opportunity Fund (together with its successors and assigns, referred to as the “Fund”) with the matters set forth in the Structuring Fee Agreement dated the date hereof among the Fund, Nuveen Fund Advisors, LLC (the “Adviser”) and Xxxxxx Xxxxxxx (the “Fee Agreement”), in the event that Xxxxxx Xxxxxxx becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a “Proceeding”) with respect to the services performed in connection with, or arising out of, or based upon the Fee Agreement, including, without limitation, related services and activities prior to the date of the Fee Agreement, the Fund and the Adviser have, jointly and severally, agreed to indemnify and hold harmless Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx’x affiliates and their respective officers, directors, employees and agents and each other person, if any, controlling Xxxxxx Xxxxxxx or any of Xxxxxx Xxxxxxx’x affiliates (Xxxxxx Xxxxxxx and each such other person being an “Indemnified Person”) from and against any losses, claims, damages or liabilities related to, arising out of or in connection with the activities (the “Activities”) performed by any Indemnified Person in connection with, or arising out of, or based upon, the Fee Agreement and/or any action taken by any Indemnified Person in connection therewith (including, without limitation, any presentation given by the Fund or any affiliate of the Fund and an Indemnified Person relating to the Term Preferred Shares, Series 2023 with a liquidation preference of $1,000 per share (the “Term Preferred Shares”) of the Fund), and will reimburse each Indemnified Person for all expenses (including reasonably incurred fees and expenses of counsel) as they are incurred in connection with investigating, preparing, pursuing or defending any Proceeding related to, arising out of or in connection with the Activities, whether or not pending or threatened and whether or not any Indemnified Person is a party. The Fund and the Adviser will not, however, be responsible for any losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith, gross negligence or willful misconduct of any Indemnified Person. The Fund and the Adviser also agree that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Fund or the Adviser related to, arising out of or in connection with the Activities, except for any such liability for losses, claims, damages or liabilities incurred by the Fund or the Adviser that are finally judicially determined to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnified Person. Notwithstanding the foregoing, in no event shall the Fund or the Adviser be responsible for any losses, claims, damages or liabilities to any Indemnified Person arising from any such Proceeding in excess of the gross proceeds received by the Fund from the offering of the Term Preferred Shares of the Fund (the “Offering”); provided, however, that the Fund and the Adviser shall, as set forth above, jointly and severally indemnify and be responsible for, regardless of the gross proceeds received by the Fund from the Offering, all expenses (including reasonably incurred fees and expenses of counsel) incurred in connection with investigating, preparing, pursuing or defending any Proceeding related to, arising out of or in connection with the Activities, whether or not pending or threatened and whether or not any Indemnified Person is a party, as set forth above. The Fund and the Adviser will not, without Xxxxxx Xxxxxxx’x prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination includes a release of each Indemnified Person from any liabilities arising out of such Proceeding. No Indemnified Person seeking indemnification, reimbursement or contribution under this agreement (the “Indemnification Agreement”) will, without the Fund’s and the Adviser’s prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Proceeding. Promptly as reasonably practicable after receipt by an Indemnified Person of notice of the commencement of any Proceeding, the Indemnified Person will, if a claim in respect thereof is to be made under this Indemnification Agreement, notify the Fund and the Adviser in writing of the commencement thereof; but the failure so to notify the Fund or the Adviser (i) will not relieve the Fund and the Adviser from liability under this Indemnification Agreement to the extent they are not materially prejudiced as a result thereof and (ii) in any event shall not relieve the Fund and the Adviser from any liability which they may have otherwise than an account of this Indemnification Agreement. If such indemnification were not to be available for any reason, the foregoing correctly sets forth Fund and the understanding Adviser, jointly and severally, agree to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Fund or the Adviser (including, in the case of the Fund, the net proceeds from the Term Preferred Shares sold by Xxxxxx Xxxxxxx in the Offering before deducting expenses) and its equity holders and affiliates, on the one hand, and Xxxxxx Xxxxxxx, on the other hand, in the matters contemplated by the Fee Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Fund and the Adviser and their equity holders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Fund and the Adviser agree that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Fund and the Adviser and their equity holders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received by or paid to or contemplated to be received by or paid to the Fund and the Adviser or their equity holders or affiliates, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which Xxxxxx Xxxxxxx has been retained to perform financial services bears to the fees paid to Xxxxxx Xxxxxxx under the Fee Agreement; provided that in no event shall the Fund and the Adviser contribute less than the amount necessary to assure that Xxxxxx Xxxxxxx is not liable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by Xxxxxx Xxxxxxx pursuant to the Fee Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Fund or the Adviser or other conduct by the Fund or the Adviser (or their employees or other agents), on the one hand, or by Xxxxxx Xxxxxxx, on the other hand. This Indemnification Agreement, together with the Fee Agreement, any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this agreement) that relate to the Offering, represents the entire agreement between the Fund, the Manager Adviser and Xxxxxthe Indemnified Persons with respect to the fee paid to Xxxxxx Xxxxxxx under the Fee Agreement. The Fund and the Adviser acknowledge that in connection with the services performed pursuant to the Fee Agreement: (i) Xxxxxx Xxxxxxx has acted at arm’s length, please so indicate in is not an agent of, and owes no fiduciary duties to, the space provided below for that purposeFund, whereupon this letter shall constitute a binding agreement between the Adviser or any person affiliated with the Fund or the Adviser, (ii) Xxxxxx Xxxxxxx owes the Fund and the Manager Adviser only those duties and Xxxxx. Very truly yours, PIMCO Corporate & Income Opportunity Fund By: /s/ Xxxxx X. obligations set forth in this Indemnification Agreement and the Fee Agreement and (iii) Xxxxxx 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 may have interests that differ from those 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 Fund and the Adviser. The Fund and the Adviser waive to the terms and subject full extent permitted by applicable law any claims any of the Fund, the Adviser or any person affiliated with the Fund or the Adviser may have against Xxxxxx Xxxxxxx arising from an alleged breach of fiduciary duty in connection with the services performed pursuant to the conditions contained Fee Agreement. The provisions of this Indemnification Agreement shall apply to the Activities and any modification thereof and shall remain in full force and effect regardless of any termination or the Capital On Demand™ Sales completion of Xxxxxx Xxxxxxx’x services under the Fee Agreement. This Indemnification Agreement between PIMCO Corporate & Income Opportunity Fund may not be assigned by either party without prior written consent of the other party. No provision of this Indemnification Agreement may be amended or waived except by an instrument in writing signed by the parties hereto. This Indemnification Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Indemnification Agreement (the “FundClaim”), Pacific Investment Management Company LLC directly or indirectly, shall be governed by and JonesTrading Institutional Services LLC construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (“Xxxxx”and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) dated March 23in any such Claim and irrevocably waives, 2017to the fullest extent permitted by law, I any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 of the Fee Agreement shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX, THE FUND AND THE ADVISER WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT. EACH OF XXXXXX XXXXXXX, THE FUND AND THE ADVISER AGREE THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX, THE FUND AND THE ADVISER, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX, THE FUND OR THE ADVISER ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. This Indemnification Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Indemnification Agreement by facsimile or other electronic transmission that accurately depicts a manual signature shall be effective as delivery of a manually executed counterpart hereof. A copy of the Declaration of Trust of the Fund is on file with the Secretary of the Commonwealth of Massachusetts, and notice hereby request is given that this Indemnification 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 Xxxxx sell up to 14,500,000 shares the obligations of the Fund under or arising out of this Indemnification 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’s common shares . Very Truly Yours, NUVEEN FUND ADVISORS, LLC By: Name: Title: NUVEEN FLOATING RATE INCOME OPPORTUNITY FUND By: Name: Title: Accepted and agreed to as of beneficial interest, $0.00001 par value per share, at a minimum market price of $ per sharethe date first above written: XXXXXX XXXXXXX & CO. 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/DiscountLLC By: 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 2Name:

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 & Dynamic Income Opportunity Fund By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President Pacific Investment Management Company LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President Managing Director and Co-Chief Operating Officer ACCEPTED as of the date first-above written: JONESTRADING INSTITUTIONAL SERVICES LLC By: /s/ Xxxxx XxXxxx Xxxx Name: Xxxxx XxXxxx Xxxx Title: CFO General Counsel 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 Amended and Restated Capital On Demand™ Sales Agreement between PIMCO Corporate & Dynamic Income Opportunity Fund (the “Fund”), Pacific Investment Management Company LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated March 23November 8, 20172019, 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 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 & Dynamic Income Opportunity Fund By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President Pacific Investment Management Company LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President Managing Director and Co-Chief Operating Officer ACCEPTED as of the date first-above written: JONESTRADING INSTITUTIONAL SERVICES LLC By: /s/ Xxxxx XxXxxx Xxxx Name: Xxxxx XxXxxx Xxxx Title: CFO General Counsel 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 on Demand™ Second Amended and Restated Sales Agreement between PIMCO Corporate & Dynamic Income Opportunity Fund (the “Fund”), Pacific Investment Management Company LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated March 23September 8, 20172021, 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 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: Senior Vice President Pacific Investment Management Company LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President ACCEPTED as of the date first-above written: JONESTRADING INSTITUTIONAL SERVICES LLC By: /s/ Xxxxx XxXxxx Xxxx Name: Xxxxx XxXxxx Xxxx Title: CFO General Counsel 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 Amended and Restated 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 23October 31, 20172019, 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 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 XxxxxUnderwriters, 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 XxxxxUnderwriters, severally. Very truly yours, PIMCO Corporate & Income Opportunity Fund XXXX XXXXXXX INCOME SECURITIES TRUST ____________________________________ By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President Pacific Investment Management Company XXXX XXXXXXX ADVISERS, LLC ____________________________________ By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President ACCEPTED Accepted and agreed to as of the date first-first above written: JONESTRADING INSTITUTIONAL SERVICES , on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC [ ] By: /s/ Xxxxx XxXxxx NameUBS SECURITIES LLC ______________________________ By: Xxxxx XxXxxx Title: CFO ______________________________ By: Title: SCHEDULE 1 A Number of Shares to be Underwriter Purchased ----------- ---------------------- UBS Securities LLC [ ] [ ] TOTAL SCHEDULE B FORM OF PLACEMENT NOTICE FromOPINION OF XXXX & XXXX REGARDING THE FUND [ ], 2003 UBS Securities LLC As Representative of the Several Underwriters 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Re: Xxxx Xxxxxxx Income Securities Trust Ladies and Gentlemen: This opinion is furnished to you pursuant to Section 6(e) of the Underwriting Agreement, dated as of [ ], 2003 (the "Underwriting Agreement"), among you, as Representative of the several Underwriters, Xxxx Xxxxxxx Advisers, LLC, a Delaware limited liability company (the "Adviser"), and Xxxx Xxxxxxx Income Securities Trust, a Massachusetts business trust (the "Fund"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Underwriting Agreement. We have acted as counsel for the Fund and the Adviser in connection with the sale to the Underwriters by the Fund of an aggregate of [ ] Cc: preferred shares of beneficial interest of the Fund, no par value, designated Series M Auction Preferred Shares of the Fund, [ ] To: preferred shares of beneficial interest of the Fund, no par value, designated Series T Auction Preferred Shares of the Fund, [ ] Subject: Capital On Demand - Placement Notice Date: Gentlemen: Pursuant preferred shares of beneficial interest of the Fund, no par value, designated Series W Auction Preferred Shares of the Fund [ ] preferred shares of beneficial interest of the Fund, no par value, designated Series TH Auction Preferred Shares of the Fund and [ ] preferred shares of beneficial interest of the Fund, no par value, designated Series F Auction Preferred Shares of the Fund, each with a liquidation preference of $25,000 per share (collectively, the "Shares"), all pursuant to the Section 1 of the Underwriting Agreement. As such counsel, we have assisted in the preparation and filing with the Securities and Exchange Commission (the "Commission") of the Fund's Registration Statement on Form N-2 dated [ ], 2003 (File Nos. 333-108636 and 811-04186), and amendments No. [ ] thereto, which Registration Statement became effective on [ ], 2003 (the "Effective Date"). Such Registration Statement, in the form in which it became effective, is referred to herein as the "Registration Statement," and the prospectus dated [ ], 2003 and statement of additional information dated [ ], 2003, included therein, as filed pursuant to Rule 497 of the Securities Act of 1933, as amended (the "Securities Act"), on [ ], 2003, are referred to herein as the "Prospectus" and the "Statement of Additional Information." We have examined and relied upon the Declaration of Trust and Amended By-laws of the Fund, each as amended to date, records of meetings or written actions of shareholders and of the Board of Trustees of the Fund, proceedings of the Fund in connection with the authorization and issuance of the Shares, the Registration Statement, the Prospectus, the Statement of Additional Information, the Underwriting Agreement, certificates of representatives of the Fund, certificates of public officials and such other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. We have assumed that all corporate or trust records of the Fund and the Adviser and stock books of the Fund and are complete and accurate. Insofar as this opinion relates to factual matters, information with respect to which is in the possession of the Fund or the Adviser, we have relied, with your permission, upon certificates, statements and representations of officers and other representatives of the Fund and the Adviser, representations made in the Underwriting Agreement and statements contained in the Registration Statement. We have not attempted to verify independently such facts, although nothing has come to our attention which has caused us to question the accuracy of such certificates, statements or representations. In our examination of the documents referred to above, we have assumed the genuineness of all signatures, the legal capacity of each individual signing such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such documents. Any reference to "our knowledge" or "best of our knowledge" or to any matters "known to us," "of which we are aware" or "coming to our attention" or any variation of any of the foregoing, shall mean the conscious awareness, as to the existence or absence of any facts, which would contradict the opinions and statements so expressed, of the attorneys of this firm who have rendered substantive attention to the transaction to which this opinion relates. Other than as expressly set forth below, we have not undertaken, for purposes of this opinion, any independent investigation to determine the existence or absence of such facts, and no inference as to our knowledge of the existence or absence of such facts should be drawn from the fact of our representation of the Fund and the Adviser. Moreover, we have not searched any electronic databases or the dockets of any court, regulatory body or governmental agency or other filing office in any jurisdiction. For purposes of this opinion, we have assumed that the agreements referred to herein have been duly authorized, executed and delivered by all parties thereto other than the Fund, and that all such other parties have all requisite power and authority to effect the transactions contemplated by such agreements. We have also assumed that each such agreement is the valid and binding obligation of each party thereto other than the Fund and is enforceable against all such other parties in accordance with its terms. We do not render any opinion as to the application of any federal or state law or regulation to the power, authority or competence of any party to the agreements other than the Fund. Our opinions set forth below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws relating to or affecting the rights of creditors generally, (ii) statutory or decisional law concerning recourse by creditors to security in the absence of notice or hearing, (iii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of good faith, reasonableness and fair dealing, and (iv) general equitable principles. We express no opinion as to the availability of any equitable or specific remedy upon any breach of any of the agreements as to which we are opining herein, or any of the agreements, documents or obligations referred to therein, or to the successful assertion of any equitable defenses, inasmuch as the availability of such remedies or the success of any equitable defense may be subject to the discretion of a court. Without limiting the foregoing, with respect to our opinion in paragraph 9 below, (i) we are expressing no opinion as to the enforceability of the indemnification or contribution provisions of the Underwriting Agreement, (ii) we note that a court may refuse to enforce, or may limit the application of, the Underwriting Agreement or certain provisions thereof, as unconscionable or contrary to public policy, and (iii) we have assumed compliance by all parties with federal and state securities laws. We also express no opinion herein as to any provision of any agreement (a) which may be deemed to or construed to waive any right of the Fund, (b) to the effect that rights and remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to or with any other right or remedy and does not preclude recourse to one or more other rights or remedies, (c) relating to the effect of invalidity or unenforceability of any provision of any agreement on the validity or enforceability of any other provision thereof, (d) requiring the payment of penalties, consequential damages or liquidated damages, (e) which is in violation of public policy, including, without limitation, any provision relating to non-competition and non-solicitation or relating to indemnification and contribution with respect to securities law matters, (f) purporting to indemnify any person against his, her or its own negligence or intentional misconduct, (g) which provides that the terms of any agreement may not be waived or modified except in writing or (h) relating to choice of law or consent to jurisdiction. Our opinion expressed in paragraph 1 below as to the valid existence and good standing of the Fund is based solely on a certificate of legal existence issued by the Secretary of State of the Commonwealth of Massachusetts, a copy of which has been made available to your counsel, and our opinion with respect to such matters is rendered as of the date of such certificate and limited accordingly. We express no opinion as to the tax good standing of the Fund in any jurisdiction. In connection with our opinion expressed in paragraph 2 below, insofar as it relates to full payment for the outstanding Common Shares of the Fund, we have relied solely on a certificate of an officer of the Fund. Our opinion expressed in paragraph 2 below as to issued and outstanding shares of capital stock of the Fund is based solely on a certificate of the Fund's transfer agent, which we assume to be complete and accurate. Our opinion expressed in paragraph 2 below as to the due and valid issuance of all outstanding common shares of the Fund is based solely on a review of the corporate minute books of the Fund, and a certificate of an officer of the Fund, each of which we assume to be complete and accurate. Our opinion expressed in paragraph 4 below as to the effectiveness of the Registration Statement under the Securities Act is based solely upon oral advice from [ ] at the Division of Investment Management of the Commission that such Registration Statement was declared effective as of [ ] p.m. on [ ], 2003. Our opinion expressed in paragraph 10 below as to the listing of the Common Shares on the New York Stock Exchange is solely based upon a letter from the Exchange to the Fund dated [ ], 2003. Our opinions in paragraphs 2 and 3 below are qualified to the extent that, under Massachusetts law, shareholders of a Massachusetts business trust may be held personally liable for the obligations of the Fund. However, the Declaration of Trust disclaims shareholders liability for acts or obligations of the Fund. Also, the Declaration of Trust provides for indemnification out of Fund property for all loss and expense of any shareholder held personally liable for the obligations of the Fund. We have not made any investigation of the laws of any jurisdiction other than the state laws of the Commonwealth of Massachusetts and the federal laws of the United States of America. To the extent that any other laws govern any of the matters as to which we express an opinion below, we have assumed for purposes of this opinion, with your permission and without independent investigation, that the laws of such jurisdiction are identical to the state laws of the Commonwealth of Massachusetts, and we express no opinion as to whether such assumption is reasonable or correct. We express no opinion with respect to the securities or Blue Sky laws of any state of the United States, with respect to state or federal antifraud laws (except to the extent expressly provided in the third to last paragraph below) or with respect to the approval by the National Association of Securities Dealers, Inc. of the offering. On the basis of and subject to the conditions contained in the Capital On Demand™ Sales Agreement between PIMCO Corporate & Income Opportunity Fund (the “Fund”)foregoing, Pacific Investment Management Company LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated March 23, 2017, I hereby request on behalf we are 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 2opinion that:

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 State of The Commonwealth of MassachusettsDelaware, 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 XxxxxUnderwriters, 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 XxxxxUnderwriters, severally. Very truly yours, PIMCO Corporate & Income Opportunity Fund PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST -------------------------- By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President Pacific Investment Management Company LLC PIONEER INVESTMENT MANAGEMENT, INC. -------------------------- By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President ACCEPTED Accepted and agreed to as of the date first-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 themselves and the Fund that other several Underwriters named in Schedule A UBS SECURITIES LLC WACHOVIA CAPITAL MARKETS, LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: UBS SECURITIES LLC -------------------------- By: Xxxxx sell up Xxxxxxxx Title: Managing Director -------------------------- By: Xxxx X. Reit Title: Executive Director SCHEDULE A UNDERWRITER Number of Shares to 14,500,000 shares be PURCHASED ----------- --------- SCHEDULE B FORM OF OPINION OF XXXX & XXXX LLP REGARDING THE FUND AND THE ADVISER [ ], 2003 UBS Securities LLC As Representative of the Fund’s common Several Underwriters 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Re: Pioneer Municipal High Income Advantage Trust Ladies and Gentlemen: This letter is being furnished to you pursuant to Section 6(e) of the Underwriting Agreement, dated as of [ ], 2003 (the "Underwriting Agreement"), among you, as Managing Representative of the several Underwriters, Pioneer Investment Management, Inc., a Delaware corporation (the "Adviser"), and Pioneer Municipal High Income Advantage Trust, a Delaware statutory trust (the "Trust"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Underwriting Agreement. We have acted as counsel for the Trust and the Adviser in connection with the sale to the Underwriters by the Trust of an aggregate of [ ] preferred shares of beneficial interest, $0.00001 par value $0.0001, designated Series A Auction Preferred Shares of the Trust and [ ]preferred shares of beneficial interest, par value $0.0001, designated B Auction Preferred Shares of the Trust, each with a liquidation preference of $25,000 per shareshare (collective, at a minimum market price the "Shares"), pursuant to Section 1 of $ per sharethe Underwriting Agreement. The time period during rights, preferences and limitations of the Shares are set forth in a Statement of Preferences of Auction Preferred Shares (the "Statement"). As such counsel, we have assisted in the preparation and filing with the Securities and Exchange Commission (the "Commission") of the Trust's Registration Statement on Form N-2 dated October 24, 2003 (File Nos. 333- and 811-21409), and amendment Nos. [1 and 2] thereto, which sales Registration Statement became effective on [ ], 2003 (the "Effective Date"). Such Registration Statement, in the form in which it became effective, is referred to herein as the "Registration Statement," and the prospectus dated [ ], 2003 and statement of additional information dated [ ], 2003 included therein, as filed pursuant to Rule 497 of the Securities Act of 1933, as amended (the "Securities Act"), on [ ], 2003, are requested referred to herein as the "Prospectus" and the "Statement of Additional Information." We have examined and relied upon the Agreement and Declaration of Trust (the "Declaration of Trust") and By-Laws of the Trust, each as amended to date, the Statement, the the Certificate of Incorporation and By-Laws of the Adviser, each as amended to date, records of meetings or written actions of shareholders and of the Board of Trustees of the Trust, trust proceedings of the Trust in connection with the authorization and issuance of the Shares, the Registration Statement, the Prospectus, the Statement of Additional Information, the Underwriting Agreement, written actions of the Board of Directors of the Adviser, certificates of representatives of the Trust, certificates of public officials and such other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. We have assumed that all trust or corporate records of the Trust and the Adviser and stock books of the Trust are complete and accurate. Insofar as the opinions expressed in this letter relate to factual matters, information with respect to which is in the possession of the Trust or the Adviser, we have relied, with your permission, upon certificates, statements and representations of officers and other representatives of the Trust and the Adviser, representations made in the Underwriting Agreement and statements contained in the Registration Statement. We have not attempted to verify independently such facts, although nothing has come to our attention which has caused us to question the accuracy of such certificates, statements or representations. In our examination of the documents referred to above, we have assumed the genuineness of all signatures, the legal capacity of each individual signing such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such documents. Any reference to "our knowledge" or to any matters "known to us," "of which we are aware" or "coming to our attention" or any variation of any of the foregoing, shall mean the conscious awareness of the attorneys in this firm who have rendered substantive attention to the transaction to which this opinion relates, as to the existence or absence of any facts which would contradict the opinions and statements set forth herein. Other than as expressly set forth below, we have not undertaken, for purposes of this opinion, any independent investigation to determine the existence or absence of such facts, and no inference as to our knowledge of the existence or absence of such facts should be drawn from the fact of our representation of the Trust and the Adviser. Moreover, we have not searched any electronic databases or the dockets of any court, regulatory body or administrative or other governmental agency or other filing office in any jurisdiction. For purposes of the opinions set forth in this letter, we have assumed that the agreements referred to herein have been duly authorized, executed and delivered by all parties thereto other than the Trust and the Adviser, and that all such other parties have all requisite power and authority to effect the transactions contemplated by such agreements. We have also assumed that each such agreement is the valid and binding obligation of each party thereto other than the Trust and is enforceable against all such other parties in accordance with its terms. We do not render any opinion as to the application of any federal or state law or regulation to the power, authority or competence of any party to the agreements other than the Trust. Our opinions set forth below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws relating to or affecting the rights of creditors generally, (ii) statutory or decisional law concerning recourse by creditors to security in the absence of notice or hearing, (iii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of good faith, reasonableness and fair dealing, and (iv) general equitable principles. We express no opinion as to the availability of any equitable or specific remedy upon any breach of any of the agreements as to which we are opining herein, or any of the agreements, documents or obligations referred to therein, or to the successful assertion of any equitable defenses, inasmuch as the availability of such remedies or the success of any equitable defense may be subject to the discretion of a court. Without limiting the foregoing, with respect to our opinions in paragraphs 9, 16 and 17 below, we are expressing no opinion as to the enforceability of the indemnification or contribution provisions of the Underwriting Agreement and the Shareholder Servicing Agreement between the Adviser and UBS Securities LLC, dated October 20, 2003 (the "Shareholder Servicing Agreement"). We also express no opinion herein as to any provision of any agreement (a) which may be deemed to or construed to waive any right of the Trust or the Adviser, (b) to the effect that rights and remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to or with any other right or remedy and does not preclude recourse to one or more other rights or remedies, (c) relating to the effect of invalidity or unenforceability of any provision of any agreement on the validity or enforceability of any other provision thereof, (d) requiring the payment of penalties, consequential damages or liquidated damages, (e) which is in violation of public policy, including, without limitation, any provision relating to non-competition and non-solicitation or relating to indemnification and contribution with respect to securities law matters, (f) purporting to indemnify any person against his, her or its own negligence or intentional misconduct, (g) which provides that the terms of any agreement may not be waived or modified except in writing or (h) relating to choice of law or consent to jurisdiction. Our opinion expressed in paragraph 1 below as to the legal existence and good standing of the Trust is based solely on a certificate of legal existence issued by the Secretary of State of the State of Delaware, a copy of which has been made available to your counsel, and our opinion with respect to such matters is rendered as of the date of such certificate and limited accordingly. Our opinion expressed in paragraph 14 below as to the legal existence and good standing of the Adviser is based solely on a certificate of legal existence issued by the Secretary of State of the State of Delaware, a copy of which has been made available to your counsel, and our opinion with respect to such matters is rendered as of the date of such certificate and limited accordingly. We express no opinion as to the tax good standing of the Trust or the Adviser in any jurisdiction. In connection with our opinion expressed in paragraph 2 below, insofar as it relates to full payment for the outstanding Shares of the Trust, we have relied solely on a certificate of an officer of the Trust. Our opinion expressed in paragraph 2 below as to issued and outstanding shares of beneficial interest of the Trust is based solely on a certificate of the Trust's transfer agent, which we assume to be made shall complete and accurate. Our opinion expressed in paragraph 2 below as to the due and valid issuance of all outstanding Shares of the Trust is based solely on a review of the corporate minute books of the Trust, and a certificate of an officer of the Trust, each of which we assume to be complete and accurate. [No more than Our opinions expressed in paragraphs 4 and 10 below as to the effectiveness of the Registration Statement under the Securities Act and the Trust's Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are based solely upon oral advice from Xx. Xxxxxxx Xxxxxx at the Division of Investment Management of the Commission that such Registration Statements were declared effective as of [ ] on [ ], 2003. Our opinion expressed in paragraph 10 below as to the listing of the common shares may be sold of the Trust on the New York Stock Exchange (the "Exchange") is solely based upon a letter from the Exchange to the Trust, dated October 10, 2003. Our opinion in paragraph 15 is based solely upon the Commission's Investment Adviser Public Disclosure Website as of the date of this opinion. We are opining herein solely with respect to the state laws of The Commonwealth of Massachusetts, the Delaware Statutory Trust Act statute, the Delaware Corporation Law statute, and the federal laws of the United States of America. To the extent that the laws of any one trading day.] Commission/Discount: ADDITIONAL SALES PARAMETERS MAY BE ADDEDother jurisdiction govern any of the matters as to which we express an opinion below, SUCH AS SPECIFIC DATES THE SHARES MAY NOT BE SOLD ONwe have assumed for purposes of this opinion, THE MANNER IN WHICH SALES ARE TO BE MADE BY XXXXXwith your permission and without independent investigation, AND/OR THE CAPACITY IN WHICH XXXXX MAY ACT IN SELLING SHARES that the laws of such jurisdiction are identical to the substantive state laws of The Commonwealth of Massachusetts, and we express no opinion as to whether such assumption is reasonable or correct. We note that the Underwriting Agreement, the Shareholder Servicing Agreement and the Additional Compensation Agreement between the Adviser and UBS Securities LLC, dated October 20, 2003 (AS PRINCIPALthe "Additional Compensation Agreement"), AGENTare governed by New York law. We express no opinion with respect to (i) the securities or Blue Sky laws of any state or other jurisdiction of the United States or of any foreign jurisdiction or (ii) the By-Laws or any rules or other regulations of the National Association of Securities Dealers, OR BOTH)Inc. In addition, we express no opinion and, except as set forth below in the second to last paragraph hereof, make no statement herein with respect to the antifraud laws of any jurisdiction. SCHEDULE 2On the basis of and subject to the foregoing, we are of the opinion that:

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 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 of the Fund under or arising out of this Agreement are not binding upon any of the Trusteestrustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. This agreement shall be effective as of the date first written above. Very Truly Yours, NUVEEN FUND ADVISORS, LLC By: Name: Title: NUVEEN FLOATING RATE INCOME FUND By: Name: Title: Accepted and agreed to as of the date first above written: XXXXXX XXXXXXX & CO. LLC By: Name: Title: INDEMNIFICATION AGREEMENT [ ], 2016 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: In connection with the engagement of Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) to advise and assist Nuveen Floating Rate Income Fund (together with its successors and assigns, referred to as the “Fund”) with the matters set forth in the Structuring Fee Agreement dated the date hereof among the Fund, Nuveen Fund Advisors, LLC (the “Adviser”) and Xxxxxx Xxxxxxx (the “Fee Agreement”), in the event that Xxxxxx Xxxxxxx becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a “Proceeding”) with respect to the services performed in connection with, or arising out of, or based upon the Fee Agreement, including, without limitation, related services and activities prior to the date of the Fee Agreement, the Fund and the Adviser have, jointly and severally, agreed to indemnify and hold harmless Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx’x affiliates and their respective officers, directors, employees and agents and each other person, if any, controlling Xxxxxx Xxxxxxx or any of Xxxxxx Xxxxxxx’x affiliates (Xxxxxx Xxxxxxx and each such other person being an “Indemnified Person”) from and against any losses, claims, damages or liabilities related to, arising out of or in connection with the activities (the “Activities”) performed by any Indemnified Person in connection with, or arising out of, or based upon, the Fee Agreement and/or any action taken by any Indemnified Person in connection therewith (including, without limitation, any presentation given by the Fund or any affiliate of the Fund and an Indemnified Person relating to the Term Preferred Shares, Series 2019 with a liquidation preference of $1,000 per share (the “Term Preferred Shares”) of the Fund), and will reimburse each Indemnified Person for all expenses (including reasonably incurred fees and expenses of counsel) as they are incurred in connection with investigating, preparing, pursuing or defending any Proceeding related to, arising out of or in connection with the Activities, whether or not pending or threatened and whether or not any Indemnified Person is a party. The Fund and the Adviser will not, however, be responsible for any losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith, gross negligence or willful misconduct of any Indemnified Person. The Fund and the Adviser also agree that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Fund or the Adviser related to, arising out of or in connection with the Activities, except for any such liability for losses, claims, damages or liabilities incurred by the Fund or the Adviser that are finally judicially determined to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnified Person. Notwithstanding the foregoing, in no event shall the Fund or the Adviser be responsible for any losses, claims, damages or liabilities to any Indemnified Person arising from any such Proceeding in excess of the gross proceeds received by the Fund from the offering of the Term Preferred Shares of the Fund (the “Offering”); provided, however, that the Fund and the Adviser shall, as set forth above, jointly and severally indemnify and be responsible for, regardless of the gross proceeds received by the Fund from the Offering, all expenses (including reasonably incurred fees and expenses of counsel) incurred in connection with investigating, preparing, pursuing or defending any Proceeding related to, arising out of or in connection with the Activities, whether or not pending or threatened and whether or not any Indemnified Person is a party, as set forth above. The Fund and the Adviser will not, without Xxxxxx Xxxxxxx’x prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination includes a release of each Indemnified Person from any liabilities arising out of such Proceeding. No Indemnified Person seeking indemnification, reimbursement or contribution under this agreement (the “Indemnification Agreement”) will, without the Fund’s and the Adviser’s prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Proceeding. Promptly as reasonably practicable after receipt by an Indemnified Person of notice of the commencement of any Proceeding, the Indemnified Person will, if a claim in respect thereof is to be made under this Indemnification Agreement, notify the Fund and the Adviser in writing of the commencement thereof; but the failure so to notify the Fund or the Adviser (i) will not relieve the Fund and the Adviser from liability under this Indemnification Agreement to the extent they are not materially prejudiced as a result thereof and (ii) in any event shall not relieve the Fund and the Adviser from any liability which they may have otherwise than an account of this Indemnification Agreement. If such indemnification were not to be available for any reason, the foregoing correctly sets forth Fund and the understanding Adviser, jointly and severally, agree to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Fund or the Adviser (including, in the case of the Fund, the net proceeds from the Term Preferred Shares sold by Xxxxxx Xxxxxxx in the Offering before deducting expenses) and its equity holders and affiliates, on the one hand, and Xxxxxx Xxxxxxx, on the other hand, in the matters contemplated by the Fee Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Fund and the Adviser and their equity holders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Fund and the Adviser agree that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Fund and the Adviser and their equity holders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received by or paid to or contemplated to be received by or paid to the Fund and the Adviser or their equity holders or affiliates, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which Xxxxxx Xxxxxxx has been retained to perform financial services bears to the fees paid to Xxxxxx Xxxxxxx under the Fee Agreement; provided that in no event shall the Fund and the Adviser contribute less than the amount necessary to assure that Xxxxxx Xxxxxxx is not liable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by Xxxxxx Xxxxxxx pursuant to the Fee Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Fund or the Adviser or other conduct by the Fund or the Adviser (or their employees or other agents), on the one hand, or by Xxxxxx Xxxxxxx, on the other hand. This Indemnification Agreement, together with the Fee Agreement, any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this agreement) that relate to the Offering, represents the entire agreement between the Fund, the Manager Adviser and Xxxxxthe Indemnified Persons with respect to the fee paid to Xxxxxx Xxxxxxx under the Fee Agreement. The Fund and the Adviser acknowledge that in connection with the services performed pursuant to the Fee Agreement: (i) Xxxxxx Xxxxxxx has acted at arm’s length, please so indicate in is not an agent of, and owes no fiduciary duties to, the space provided below for that purposeFund, whereupon this letter shall constitute a binding agreement between the Adviser or any person affiliated with the Fund or the Adviser, (ii) Xxxxxx Xxxxxxx owes the Fund and the Manager Adviser only those duties and Xxxxx. Very truly yours, PIMCO Corporate & Income Opportunity Fund By: /s/ Xxxxx X. obligations set forth in this Indemnification Agreement and the Fee Agreement and (iii) Xxxxxx 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 may have interests that differ from those 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 Fund and the Adviser. The Fund and the Adviser waive to the terms and subject full extent permitted by applicable law any claims any of the Fund, the Adviser or any person affiliated with the Fund or the Adviser may have against Xxxxxx Xxxxxxx arising from an alleged breach of fiduciary duty in connection with the services performed pursuant to the conditions contained Fee Agreement. The provisions of this Indemnification Agreement shall apply to the Activities and any modification thereof and shall remain in full force and effect regardless of any termination or the Capital On Demand™ Sales completion of Xxxxxx Xxxxxxx’x services under the Fee Agreement. This Indemnification Agreement between PIMCO Corporate & Income Opportunity Fund may not be assigned by either party without prior written consent of the other party. No provision of this Indemnification Agreement may be amended or waived except by an instrument in writing signed by the parties hereto. This Indemnification Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Indemnification Agreement (the “FundClaim”), Pacific Investment Management Company LLC directly or indirectly, shall be governed by and JonesTrading Institutional Services LLC construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (“Xxxxx”and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) dated March 23in any such Claim and irrevocably waives, 2017to the fullest extent permitted by law, I any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 of the Fee Agreement shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX, THE FUND AND THE ADVISER WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT. EACH OF XXXXXX XXXXXXX, THE FUND AND THE ADVISER AGREE THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX, THE FUND AND THE ADVISER, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX, THE FUND OR THE ADVISER ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. This Indemnification Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Indemnification Agreement by facsimile or other electronic transmission that accurately depicts a manual signature shall be effective as delivery of a manually executed counterpart hereof. A copy of the Declaration of Trust of the Fund is on file with the Secretary of the Commonwealth of Massachusetts, and notice hereby request is given that this Indemnification 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 Xxxxx sell up to 14,500,000 shares the obligations of the Fund under or arising out of this Indemnification 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’s common shares . Very Truly Yours, NUVEEN FUND ADVISORS, LLC By: Name: Title: NUVEEN FLOATING RATE INCOME FUND By: Name: Title: Accepted and agreed to as of beneficial interest, $0.00001 par value per share, at a minimum market price of $ per sharethe date first above written: XXXXXX XXXXXXX & CO. 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/DiscountLLC By: 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 2Name:

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 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 XxxxxUnderwriters, 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 XxxxxUnderwriters, severally. Very truly yours, PIMCO Corporate & Income Opportunity Fund XXXX XXXXXXX INVESTORS TRUST ________________________________ By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President Pacific Investment Management Company XXXX XXXXXXX ADVISERS, LLC _________________________________ By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President ACCEPTED Accepted and agreed to as of the date first-first above written: JONESTRADING INSTITUTIONAL SERVICES , on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC [ ] By: /s/ Xxxxx XxXxxx NameUBS SECURITIES LLC __________________________ By: Xxxxx XxXxxx Title: CFO __________________________ By: Title: SCHEDULE 1 A Underwriter Number of Shares to be Purchased ----------- -------------------------------- UBS Securities LLC [ ] [ ] TOTAL SCHEDULE B FORM OF PLACEMENT NOTICE FromOPINION OF XXXX & XXXX REGARDING THE FUND [ ], 2003 UBS Securities LLC As Representative of the Several Underwriters 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Re: Xxxx Xxxxxxx Investors Trust Ladies and Gentlemen: This opinion is furnished to you pursuant to Section 6(e) of the Underwriting Agreement, dated as of [ ], 2003 (the "Underwriting Agreement"), among you, as Representative of the several Underwriters, Xxxx Xxxxxxx Advisers, LLC, a Delaware limited liability company (the "Adviser"), and Xxxx Xxxxxxx Investors Trust, a Massachusetts business trust (the "Fund"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Underwriting Agreement. We have acted as counsel for the Fund and the Adviser in connection with the sale to the Underwriters by the Fund of an aggregate of [ ] Cc: preferred shares of beneficial interest of the Fund, no par value, designated Series M Auction Preferred Shares of the Fund, [ ] To: preferred shares of beneficial interest of the Fund, no par value, designated Series T Auction Preferred Shares of the Fund, [ ] Subject: Capital On Demand - Placement Notice Date: Gentlemen: Pursuant preferred shares of beneficial interest of the Fund, no par value, designated Series W Auction Preferred Shares of the Fund [ ] preferred shares of beneficial interest of the Fund, no par value, designated Series TH Auction Preferred Shares of the Fund and [ ] preferred shares of beneficial interest of the Fund, no par value, designated Series F Auction Preferred Shares of the Fund, each with a liquidation preference of $25,000 per share (collectively, the "Shares"), all pursuant to the Section 1 of the Underwriting Agreement. As such counsel, we have assisted in the preparation and filing with the Securities and Exchange Commission (the "Commission") of the Fund's Registration Statement on Form N-2 dated [ ], 2003 (File Nos. 333-108637 and 811-04173), and amendments No. [ ] thereto, which Registration Statement became effective on [ ], 2003 (the "Effective Date"). Such Registration Statement, in the form in which it became effective, is referred to herein as the "Registration Statement," and the prospectus dated [ ], 2003 and statement of additional information dated [ ], 2003, included therein, as filed pursuant to Rule 497 of the Securities Act of 1933, as amended (the "Securities Act"), on [ ], 2003, are referred to herein as the "Prospectus" and the "Statement of Additional Information." We have examined and relied upon the Declaration of Trust and Amended By-laws of the Fund, each as amended to date, records of meetings or written actions of shareholders and of the Board of Trustees of the Fund, proceedings of the Fund in connection with the authorization and issuance of the Shares, the Registration Statement, the Prospectus, the Statement of Additional Information, the Underwriting Agreement, certificates of representatives of the Fund, certificates of public officials and such other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. We have assumed that all corporate or trust records of the Fund and the Adviser and stock books of the Fund and are complete and accurate. Insofar as this opinion relates to factual matters, information with respect to which is in the possession of the Fund or the Adviser, we have relied, with your permission, upon certificates, statements and representations of officers and other representatives of the Fund and the Adviser, representations made in the Underwriting Agreement and statements contained in the Registration Statement. We have not attempted to verify independently such facts, although nothing has come to our attention which has caused us to question the accuracy of such certificates, statements or representations. In our examination of the documents referred to above, we have assumed the genuineness of all signatures, the legal capacity of each individual signing such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such documents. Any reference to "our knowledge" or "best of our knowledge" or to any matters "known to us," "of which we are aware" or "coming to our attention" or any variation of any of the foregoing, shall mean the conscious awareness, as to the existence or absence of any facts, which would contradict the opinions and statements so expressed, of the attorneys of this firm who have rendered substantive attention to the transaction to which this opinion relates. Other than as expressly set forth below, we have not undertaken, for purposes of this opinion, any independent investigation to determine the existence or absence of such facts, and no inference as to our knowledge of the existence or absence of such facts should be drawn from the fact of our representation of the Fund and the Adviser. Moreover, we have not searched any electronic databases or the dockets of any court, regulatory body or governmental agency or other filing office in any jurisdiction. For purposes of this opinion, we have assumed that the agreements referred to herein have been duly authorized, executed and delivered by all parties thereto other than the Fund, and that all such other parties have all requisite power and authority to effect the transactions contemplated by such agreements. We have also assumed that each such agreement is the valid and binding obligation of each party thereto other than the Fund and is enforceable against all such other parties in accordance with its terms. We do not render any opinion as to the application of any federal or state law or regulation to the power, authority or competence of any party to the agreements other than the Fund. Our opinions set forth below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws relating to or affecting the rights of creditors generally, (ii) statutory or decisional law concerning recourse by creditors to security in the absence of notice or hearing, (iii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of good faith, reasonableness and fair dealing, and (iv) general equitable principles. We express no opinion as to the availability of any equitable or specific remedy upon any breach of any of the agreements as to which we are opining herein, or any of the agreements, documents or obligations referred to therein, or to the successful assertion of any equitable defenses, inasmuch as the availability of such remedies or the success of any equitable defense may be subject to the discretion of a court. Without limiting the foregoing, with respect to our opinion in paragraph 9 below, (i) we are expressing no opinion as to the enforceability of the indemnification or contribution provisions of the Underwriting Agreement, (ii) we note that a court may refuse to enforce, or may limit the application of, the Underwriting Agreement or certain provisions thereof, as unconscionable or contrary to public policy, and (iii) we have assumed compliance by all parties with federal and state securities laws. We also express no opinion herein as to any provision of any agreement (a) which may be deemed to or construed to waive any right of the Fund, (b) to the effect that rights and remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to or with any other right or remedy and does not preclude recourse to one or more other rights or remedies, (c) relating to the effect of invalidity or unenforceability of any provision of any agreement on the validity or enforceability of any other provision thereof, (d) requiring the payment of penalties, consequential damages or liquidated damages, (e) which is in violation of public policy, including, without limitation, any provision relating to non-competition and non-solicitation or relating to indemnification and contribution with respect to securities law matters, (f) purporting to indemnify any person against his, her or its own negligence or intentional misconduct, (g) which provides that the terms of any agreement may not be waived or modified except in writing or (h) relating to choice of law or consent to jurisdiction. Our opinion expressed in paragraph 1 below as to the valid existence and good standing of the Fund is based solely on a certificate of legal existence issued by the Secretary of State of the Commonwealth of Massachusetts, a copy of which has been made available to your counsel, and our opinion with respect to such matters is rendered as of the date of such certificate and limited accordingly. We express no opinion as to the tax good standing of the Fund in any jurisdiction. In connection with our opinion expressed in paragraph 2 below, insofar as it relates to full payment for the outstanding Common Shares of the Fund, we have relied solely on a certificate of an officer of the Fund. Our opinion expressed in paragraph 2 below as to issued and outstanding shares of capital stock of the Fund is based solely on a certificate of the Fund's transfer agent, which we assume to be complete and accurate. Our opinion expressed in paragraph 2 below as to the due and valid issuance of all outstanding common shares of the Fund is based solely on a review of the corporate minute books of the Fund, and a certificate of an officer of the Fund, each of which we assume to be complete and accurate. Our opinion expressed in paragraph 4 below as to the effectiveness of the Registration Statement under the Securities Act is based solely upon oral advice from [ ] at the Division of Investment Management of the Commission that such Registration Statement was declared effective as of [ ] p.m. on [ ], 2003. Our opinion expressed in paragraph 10 below as to the listing of the Common Shares on the New York Stock Exchange is solely based upon a letter from the Exchange to the Fund dated [ ], 2003. Our opinions in paragraphs 2 and 3 below are qualified to the extent that, under Massachusetts law, shareholders of a Massachusetts business trust may be held personally liable for the obligations of the Fund. However, the Declaration of Trust disclaims shareholders liability for acts or obligations of the Fund. Also, the Declaration of Trust provides for indemnification out of Fund property for all loss and expense of any shareholder held personally liable for the obligations of the Fund. We have not made any investigation of the laws of any jurisdiction other than the state laws of the Commonwealth of Massachusetts and the federal laws of the United States of America. To the extent that any other laws govern any of the matters as to which we express an opinion below, we have assumed for purposes of this opinion, with your permission and without independent investigation, that the laws of such jurisdiction are identical to the state laws of the Commonwealth of Massachusetts, and we express no opinion as to whether such assumption is reasonable or correct. We express no opinion with respect to the securities or Blue Sky laws of any state of the United States, with respect to state or federal antifraud laws (except to the extent expressly provided in the third to last paragraph below) or with respect to the approval by the National Association of Securities Dealers, Inc. of the offering. On the basis of and subject to the conditions contained in the Capital On Demand™ Sales Agreement between PIMCO Corporate & Income Opportunity Fund (the “Fund”)foregoing, Pacific Investment Management Company LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated March 23, 2017, I hereby request on behalf we are 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 2opinion that:

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 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 XxxxxUnderwriters, 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 XxxxxUnderwriters, severally. Very truly yours, PIMCO Corporate & Income Opportunity Fund XXXX XXXXXXX PREFERRED INCOME FUND III -------------------------- By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President Pacific Investment Management Company XXXX XXXXXXX ADVISERS, LLC -------------------------- By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President ACCEPTED Accepted and agreed to as of the date first-first above written: JONESTRADING INSTITUTIONAL SERVICES , on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC [ ] By: /s/ Xxxxx XxXxxx NameUBS SECURITIES LLC -------------------------- By: Xxxxx XxXxxx Xxxxxxxx Title: CFO Managing Director -------------------------- By: Xxxx X. Reit Title: Executive Director SCHEDULE 1 A Number of Shares to be Underwriter Purchased ----------- --------- UBS Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Wachovia Capital Markets, LLC ====== TOTAL SCHEDULE B FORM OF PLACEMENT NOTICE FromOPINION OF XXXX & XXXX REGARDING THE FUND August [ ], 2003 UBS Securities LLC As Representative of the Several Underwriters 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Re: Xxxx Xxxxxxx Preferred Income Fund III Ladies and Gentlemen: This opinion is furnished to you pursuant to Section 6(e) of the Underwriting Agreement, dated as of August [ ], 2003 (the "Underwriting Agreement"), among you, as Representative of the several Underwriters, Xxxx Xxxxxxx Advisers, LLC, a Delaware limited liability company (the "Adviser"), and Xxxx Xxxxxxx Preferred Income Fund III, a Massachusetts business trust (the "Fund"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Underwriting Agreement. We have acted as counsel for the Fund and the Adviser in connection with the sale to the Underwriters by the Fund of an aggregate of [ ] Cc: preferred shares of beneficial interest of the Fund, no par value, designated [Series M] Auction Preferred Shares of the Fund, [ ] To: preferred shares of beneficial interest of the Fund, no par value, designated [Series T] Auction Preferred Shares of the Fund, [ ] Subject: Capital On Demand - Placement Notice Date: Gentlemen: Pursuant preferred shares of beneficial interest of the Fund, no par value, designated [Series W] Auction Preferred Shares of the Fund [ ] preferred shares of beneficial interest of the Fund, no par value, designated [Series TH] Auction Preferred Shares of the Fund and [ ] preferred shares of beneficial interest of the Fund, no par value, designated [Series F] Auction Preferred Shares of the Fund, each with a liquidation preference of $25,000 per share (collectively, the "Shares"), all pursuant to the Section 1 of the Underwriting Agreement. As such counsel, we have assisted in the preparation and filing with the Securities and Exchange Commission (the "Commission") of the Fund's Registration Statement on Form N-2 dated July 14, 2003 (File Nos. 333-107015 and 811-21287), and amendments No. 1 and No. 2 thereto, which Registration Statement became effective on [ ], 2003 (the "Effective Date"). Such Registration Statement, in the form in which it became effective, is referred to herein as the "Registration Statement," and the prospectus dated [ ], 2003 and statement of additional information dated [ ], 2003, included therein, as filed pursuant to Rule 497 of the Securities Act of 1933, as amended (the "Securities Act"), on [ ], 2003, are referred to herein as the "Prospectus" and the "Statement of Additional Information." We have examined and relied upon the Declaration of Trust and Amended By-laws of the Fund, each as amended to date, records of meetings or written actions of shareholders and of the Board of Trustees of the Fund, proceedings of the Fund in connection with the authorization and issuance of the Shares, the Registration Statement, the Prospectus, the Statement of Additional Information, the Underwriting Agreement, certificates of representatives of the Fund, certificates of public officials and such other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. We have assumed that all corporate or trust records of the Fund and the Adviser and stock books of the Fund and are complete and accurate. Insofar as this opinion relates to factual matters, information with respect to which is in the possession of the Fund or the Adviser, we have relied, with your permission, upon certificates, statements and representations of officers and other representatives of the Fund and the Adviser, representations made in the Underwriting Agreement and statements contained in the Registration Statement. We have not attempted to verify independently such facts, although nothing has come to our attention which has caused us to question the accuracy of such certificates, statements or representations. In our examination of the documents referred to above, we have assumed the genuineness of all signatures, the legal capacity of each individual signing such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such documents. Any reference to "our knowledge" or "best of our knowledge" or to any matters "known to us," "of which we are aware" or "coming to our attention" or any variation of any of the foregoing, shall mean the conscious awareness, as to the existence or absence of any facts, which would contradict the opinions and statements so expressed, of the attorneys of this firm who have rendered substantive attention to the transaction to which this opinion relates. Other than as expressly set forth below, we have not undertaken, for purposes of this opinion, any independent investigation to determine the existence or absence of such facts, and no inference as to our knowledge of the existence or absence of such facts should be drawn from the fact of our representation of the Fund and the Adviser. Moreover, we have not searched any electronic databases or the dockets of any court, regulatory body or governmental agency or other filing office in any jurisdiction. For purposes of this opinion, we have assumed that the agreements referred to herein have been duly authorized, executed and delivered by all parties thereto other than the Fund, and that all such other parties have all requisite power and authority to effect the transactions contemplated by such agreements. We have also assumed that each such agreement is the valid and binding obligation of each party thereto other than the Fund and is enforceable against all such other parties in accordance with its terms. We do not render any opinion as to the application of any federal or state law or regulation to the power, authority or competence of any party to the agreements other than the Fund. Our opinions set forth below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws relating to or affecting the rights of creditors generally, (ii) statutory or decisional law concerning recourse by creditors to security in the absence of notice or hearing, (iii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of good faith, reasonableness and fair dealing, and (iv) general equitable principles. We express no opinion as to the availability of any equitable or specific remedy upon any breach of any of the agreements as to which we are opining herein, or any of the agreements, documents or obligations referred to therein, or to the successful assertion of any equitable defenses, inasmuch as the availability of such remedies or the success of any equitable defense may be subject to the discretion of a court. Without limiting the foregoing, with respect to our opinion in paragraph 9 below, (i) we are expressing no opinion as to the enforceability of the indemnification or contribution provisions of the Underwriting Agreement, (ii) we note that a court may refuse to enforce, or may limit the application of, the Underwriting Agreement or certain provisions thereof, as unconscionable or contrary to public policy, and (iii) we have assumed compliance by all parties with federal and state securities laws. We also express no opinion herein as to any provision of any agreement (a) which may be deemed to or construed to waive any right of the Fund, (b) to the effect that rights and remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to or with any other right or remedy and does not preclude recourse to one or more other rights or remedies, (c) relating to the effect of invalidity or unenforceability of any provision of any agreement on the validity or enforceability of any other provision thereof, (d) requiring the payment of penalties, consequential damages or liquidated damages, (e) which is in violation of public policy, including, without limitation, any provision relating to non-competition and non-solicitation or relating to indemnification and contribution with respect to securities law matters, (f) purporting to indemnify any person against his, her or its own negligence or intentional misconduct, (g) which provides that the terms of any agreement may not be waived or modified except in writing or (h) relating to choice of law or consent to jurisdiction. Our opinion expressed in paragraph 1 below as to the valid existence and good standing of the Fund is based solely on a certificate of legal existence issued by the Secretary of State of the Commonwealth of Massachusetts, a copy of which has been made available to your counsel, and our opinion with respect to such matters is rendered as of the date of such certificate and limited accordingly. We express no opinion as to the tax good standing of the Fund in any jurisdiction. In connection with our opinion expressed in paragraph 2 below, insofar as it relates to full payment for the outstanding Common Shares of the Fund, we have relied solely on a certificate of an officer of the Fund. Our opinion expressed in paragraph 2 below as to issued and outstanding shares of capital stock of the Fund is based solely on a certificate of the Fund's transfer agent, which we assume to be complete and accurate. Our opinion expressed in paragraph 2 below as to the due and valid issuance of all outstanding common shares of the Fund is based solely on a review of the corporate minute books of the Fund, and a certificate of an officer of the Fund, each of which we assume to be complete and accurate. Our opinion expressed in paragraph 4 below as to the effectiveness of the Registration Statement under the Securities Act is based solely upon oral advice from [ ] at the Division of Investment Management of the Commission that such Registration Statement was declared effective as of [ ] p.m. on [ ], 2003. Our opinion expressed in paragraph 10 below as to the listing of the Common Shares on the New York Stock Exchange is solely based upon a letter from the Exchange to the Fund dated [ ], 2003. Our opinions in paragraphs 2 and 3 below are qualified to the extent that, under Massachusetts law, shareholders of a Massachusetts business trust may be held personally liable for the obligations of the Fund. However, the Declaration of Trust disclaims shareholders liability for acts or obligations of the Fund. Also, the Declaration of Trust provides for indemnification out of Fund property for all loss and expense of any shareholder held personally liable for the obligations of the Fund. We have not made any investigation of the laws of any jurisdiction other than the state laws of the Commonwealth of Massachusetts and the federal laws of the United States of America. To the extent that any other laws govern any of the matters as to which we express an opinion below, we have assumed for purposes of this opinion, with your permission and without independent investigation, that the laws of such jurisdiction are identical to the state laws of the Commonwealth of Massachusetts, and we express no opinion as to whether such assumption is reasonable or correct. We express no opinion with respect to the securities or Blue Sky laws of any state of the United States, with respect to state or federal antifraud laws (except to the extent expressly provided in the third to last paragraph below) or with respect to the approval by the National Association of Securities Dealers, Inc. of the offering. On the basis of and subject to the conditions contained in the Capital On Demand™ Sales Agreement between PIMCO Corporate & Income Opportunity Fund (the “Fund”)foregoing, Pacific Investment Management Company LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated March 23, 2017, I hereby request on behalf we are 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 2opinion that:

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Underwriting Agreement and 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 XxxxxUnderwriters, 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 XxxxxUnderwriters, severally. Very truly yours, PIMCO Corporate & Income Opportunity Fund JOHN HANCOCK TAX-XXXXNXXXXX DIVIDEND INCOME FUND -------------------------- By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President Pacific Investment Management Company LLC JOHN HANCOCK ADVIXXXX, XXX -------------------------- By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President ACCEPTED Accepted and agreed to as of the date first-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 themselves and the Fund that Xxxxx sell up other several Underwriters named in Schedule A By: UBS SECURITIES LLC -------------------------- By: Title: -------------------------- By: Title: SCHEDULE A Number of Shares Name to 14,500,000 shares be Purchased ---- --------------- UBS Securities LLC [ ] Merrill Lynch, Pixxxx, Xenner & Smith Incorporated [ ] Total..................................................[ ] SCHEDULE B FORM OF OPINION OF HALE & DORR REGARXXXX THX XXND [ ], 2004 UBS Securities LLC As Managing Representative of the Several Underwriters 299 Park Avenue Nxx Xxxx, Xxx Xxxx 00000-0000 Xx: John Hancock Tax-Xxxxnxxxxx Xividend Income Fund Ladies and Gentlemen: This opinion is furnished to you pursuant to Section 6(e) of the Underwriting Agreement, dated as of [ ], 2004 (the "Underwriting Agreement"), among you, as Managing Representative of the several Underwriters, John Hancock Advixxxx, XXX, x Delaware limited liability company (the "Adviser"), and John Hancock Tax-Xxxxnxxxxx Xividend Income Fund’s , a Massachusetts business trust (the "Trust"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Underwriting Agreement. We have acted as counsel for the Trust and the Adviser in connection with the sale to the Underwriters by the Trust of [ ] common shares of beneficial interest, $0.00001 no par value per share, at of the Trust (collectively, the "Shares") pursuant to the Section 1 of the Underwriting Agreement. As such counsel, we have assisted in the preparation and filing with the Securities and Exchange Commission (the "Commission") of the Trust's Registration Statement on Form N-2 dated August 20, 2003 (File Nos. 333-108102 and 811-21416), and amendments [No. 1, No. 2 and No. 3] thereto, which Registration Statement became effective on [ ], 2004 (the "Effective Date"). Such Registration Statement, in the form in which it became effective, is referred to herein as the "Registration Statement," and the prospectus dated [ ], 2004 and statement of additional information dated [ ], 2004 included therein, as filed pursuant to Rule 497 of the Securities Act of 1933, as amended (the "Securities Act"), on [ ], 2004, are referred to herein as the "Prospectus" and the "Statement of Additional Information." We have examined and relied upon the Agreement and Declaration of Trust (the "Declaration of Trust") and By-Laws of the Trust, each as amended to date, records of meetings or written actions of shareholders and of the Board of Trustees of the Trust, trust proceedings of the Trust in connection with the authorization and issuance of the Shares, the Registration Statement, the Prospectus, the Statement of Additional Information, the Underwriting Agreement, certificates of representatives of the Trust, certificates of public officials and such other documents as we have deemed necessary as a minimum market price basis for the opinions hereinafter expressed. We have assumed that all corporate or trust records of $ per sharethe Trust and the Adviser and stock books of the Trust and are complete and accurate. Insofar as this opinion relates to factual matters, information with respect to which is in the possession of the Trust or the Adviser, we have relied, with your permission, upon certificates, statements and representations of officers and other representatives of the Trust and the Adviser, representations made in the Underwriting Agreement and statements contained in the Registration Statement. We have not attempted to verify independently such facts, although nothing has come to our attention which has caused us to question the accuracy of such certificates, statements or representations. In our examination of the documents referred to above, we have assumed the genuineness of all signatures, the legal capacity of each individual signing such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such documents. Any reference to "our knowledge" or "best of our knowledge" or to any matters "known to us," "of which we are aware" or "coming to our attention" or any variation of any of the foregoing, shall mean the conscious awareness, as to the existence or absence of any facts which would contradict the opinions and statements so expressed, of the attorneys of this firm who have rendered substantive attention to the transaction to which this opinion relates. Other than as expressly set forth below, we have not undertaken, for purposes of this opinion, any independent investigation to determine the existence or absence of such facts, and no inference as to our knowledge of the existence or absence of such facts should be drawn from the fact of our representation of the Trust and the Adviser. Moreover, we have not searched any electronic databases or the dockets of any court, regulatory body or administrative or other governmental agency or other filing office in any jurisdiction. For purposes of this opinion, we have assumed that the agreements referred to herein have been duly authorized, executed and delivered by all parties thereto other than the Trust, and that all such other parties have all requisite power and authority to effect the transactions contemplated by such agreements. We have also assumed that each such agreement is the valid and binding obligation of each party thereto other than the Trust and is enforceable against all such other parties in accordance with its terms. We do not render any opinion as to the application of any federal or state law or regulation to the power, authority or competence of any party to the agreements other than the Trust. Our opinions set forth below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws relating to or affecting the rights of creditors generally, (ii) statutory or decisional law concerning recourse by creditors to security in the absence of notice or hearing, (iii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of good faith, reasonableness and fair dealing, and (iv) general equitable principles. We express no opinion as to the availability of any equitable or specific remedy upon any breach of any of the agreements as to which we are opining herein, or any of the agreements, documents or obligations referred to therein, or to the successful assertion of any equitable defenses, inasmuch as the availability of such remedies or the success of any equitable defense may be subject to the discretion of a court. Without limiting the foregoing, with respect to our opinion in paragraph 9 below, (i) we are expressing no opinion as to the enforceability of the indemnification or contribution provisions of the Underwriting Agreement, (ii) we note that a court may refuse to enforce, or may limit the application of, the Underwriting Agreement or certain provisions thereof, as unconscionable or contrary to public policy, and (iii) we have assumed compliance by all parties with federal and state securities laws. We also express no opinion herein as to any provision of any agreement (a) which may be deemed to or construed to waive any right of the Trust, (b) to the effect that rights and remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to or with any other right or remedy and does not preclude recourse to one or more other rights or remedies, (c) relating to the effect of invalidity or unenforceability of any provision of any agreement on the validity or enforceability of any other provision thereof, (d) requiring the payment of penalties, consequential damages or liquidated damages, (e) which is in violation of public policy, including, without limitation, any provision relating to non-competition and non-solicitation or relating to indemnification and contribution with respect to securities law matters, (f) purporting to indemnify any person against his, her or its own negligence or intentional misconduct, (g) which provides that the terms of any agreement may not be waived or modified except in writing or (h) relating to choice of law or consent to jurisdiction. Our opinion expressed in paragraph 1 below as to the legal existence and good standing of the Trust is based solely on a certificate of legal existence issued by the Secretary of State of The time period during Commonwealth of The Commonwealth of Massachusetts, a copy of which sales are requested has been made available to your counsel, and our opinion with respect to such matters is rendered as of the date of such certificate and limited accordingly. We express no opinion as to the tax good standing of the Trust in any jurisdiction. In connection with our opinion expressed in paragraph 2 below, insofar as it relates to full payment for the outstanding Common Shares of the Trust, we have relied solely on a certificate of an officer of the Trust. Our opinion expressed in paragraph 2 below as to issued and outstanding shares of beneficial interest of the Trust is based solely on a certificate of the Trust's transfer agent, which we assume to be made shall complete and accurate. Our opinion expressed in paragraph 2 below as to the due and valid issuance of all outstanding Common Shares of the Trust is based solely on a review of the corporate minute books of the Trust, and a certificate of an officer of the Trust, each of which we assume to be complete and accurate. Our opinions expressed in paragraphs 4 and 10 below as to the effectiveness of the Registration Statement under the Securities Act and the Trust's Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are based solely upon oral advice from Mr. Brion Thompsox xx xxx Xxxxxxxx of Investment Management of the Commission that such Registration Statements were declared effective as of [ ] [No more than shares a.m/p.m.] on [ ], 2004. Our opinion expressed in paragraph 10 below as to the listing of the Common Shares on the New York Stock Exchange (the "Exchange") is solely based upon a letter from the Exchange to the Trust, dated [ ], 2004. Our opinions in paragraphs 2 and 3 below are qualified to the extent that, under Massachusetts law, shareholders of a Massachusetts business trust may be sold held personally liable for the obligations of the Trust. However, the Declaration of Trust disclaims shareholders liability for acts or obligations of the Trust. Also, the Declaration of Trust provides for indemnification out of Trust property for all loss and expense of any shareholder held personally liable for the obligations of the Trust. We are opining herein solely with respect to the state laws of The Commonwealth of Massachusetts and the federal laws of the United States of America. To the extent that the laws of any other jurisdiction govern any of the matters as to which we express an opinion below, we have assumed for purposes of this opinion, with your permission and without independent investigation, that the laws of such jurisdiction are identical to the state laws of The Commonwealth of Massachusetts, and we express no opinion as to whether such assumption is reasonable or correct. We note that the Underwriting Agreement, the Shareholder Servicing Agreement between the Adviser and UBS Securities LLC, dated [ ], 2004 (the "Shareholder Servicing Agreement") and each of the Additional Compensation Agreements between the Adviser and UBS Securities LLC, Merrill Lynch, Pixxxx, Xenner & Smith Inxxxxxxatex xxx the Qualifying Underwriters, each dated [ ], 2004 (collectively, the "Additional Compensation Agreements"), are governed by New York law. We express no opinion with respect to the securities or Blue Sky laws of any state of the United States, with respect to state or federal antifraud laws (except to the extent expressly provided in any one trading day.] Commission/Discount: ADDITIONAL SALES PARAMETERS MAY BE ADDEDthe third to last paragraph below) or with respect to the approval by the National Association of Securities Dealers, SUCH AS SPECIFIC DATES THE SHARES MAY NOT BE SOLD ONInc. of the offering. On the basis of and subject to the foregoing, 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 2we are of the opinion that:

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Declaration Certificate of Trust of the Fund is on file with the Secretary of State of The Commonwealth the State of MassachusettsDelaware, 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 Adviser and XxxxxJxxxx, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Fund Fund, the Adviser and the Manager and XxxxxJxxxx. Very truly yours, PIMCO Corporate & Income Opportunity Fund CALAMOS GLOBAL TOTAL RETURN FUND By: /s/ Xxxxx X. Xxxxxxx Cxxxxx Xxxxxxxx Name: Xxxxx X. Xxxxxxx Cxxxxx Xxxxxxxx Title: President Pacific Investment Management Company Chief Financial Officer and Treasurer CALAMOS ADVISORS LLC By: /s/ Xxxxx X. J. Cxxxxxxxxxx Xxxxxxx Name: Xxxxx X. J. Cxxxxxxxxxx Xxxxxxx Title: President Senior Vice President, General Counsel ACCEPTED as of the date first-above written: JONESTRADING INSTITUTIONAL SERVICES LLC By: /s/ Xxxxx Txxxx XxXxxx Name: Xxxxx Txxxx XxXxxx Title: CFO Chief Financial Officer SCHEDULE 1 FORM OF PLACEMENT NOTICE From: [ ] Cc: [ ] To: [ ] Date: [ ] 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 among Calamos Global Total Return Fund (the “Fund”), Pacific Investment Management Company Calamos Advisors LLC (the “Adviser”) and JonesTrading Institutional Services LLC (“XxxxxJxxxx”) dated March 23June 29, 20172018, (the “Agreement”), I hereby request on behalf of the Fund that Xxxxx Jxxxx sell up to 14,500,000 [_________] shares of the Fund’s common shares of beneficial interest, $0.00001 no 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/Discount: commission_________ 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 XXXXXJXXXX, AND/OR THE CAPACITY IN WHICH XXXXX JXXXX 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 The State of The Commonwealth of MassachusettsDelaware, 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 XxxxxUnderwriters, 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 XxxxxUnderwriters, severally. Very truly yours, PIMCO Corporate & Income Opportunity Fund PIONEER MUNICIPAL HIGH INCOME TRUST ---------------------------------------- By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President Pacific Investment Management Company LLC PIONEER INVESTMENT MANAGEMENT, INC. ---------------------------------------- By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President ACCEPTED Accepted and agreed to as of the date first-first above written: JONESTRADING INSTITUTIONAL SERVICES , on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC By: /s/ Xxxxx XxXxxx NameUBS SECURITIES LLC ------------------------------------ By: Xxxxx XxXxxx Oscar Junquera Title: CFO Mxxxxxxx Xxxxxxor ------------------------------------ By: Todd A. Reit Title: Exexxxxxx Director SCHEDULE 1 A Number of Shares Name to be Purchased ---- --------------- UBS Securities LLC [ ] [] [ ] Total.................................................................[ ] SCHEDULE B FORM OF PLACEMENT NOTICE FromOPINION OF HALE & DORR REGARDING TXX XUND XXS Securities LLC As Representative of the Several Underwriters 299 Park Avenue New Yorx, Xxx Xxxx 00000-0000 Xx: Xxxxxxx Municipal High Income Trust Ladies and Gentlemen: This opinion is furnished to you pursuant to Section 6(e) of the Underwriting Agreement, dated as of July [ ], 2003 (the "Underwriting Agreement"), among you, as Managing Representative of the several Underwriters, Pioneer Investment Management, Inc., a Delaware corporation (the "Adviser"), and Pioneer Municipal High Income Trust, a Delaware business trust (the "Trust"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Underwriting Agreement. We have acted as counsel for the Trust and the Adviser in connection with the sale to the Underwriters by the Trust of [ ] 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 Common Shares of beneficial interest, $0.00001 no par value per share, at of the Trust (collectively, the "Common Shares") pursuant to the Section 1 of the Underwriting Agreement. As such counsel, we have assisted in the preparation and filing with the Securities and Exchange Commission (the "Commission") of the Trust's Registration Statement on Form N-2 dated March 14, 2003 (File Nox. 000-000000 xxx 001-21321), and amendment Nos. 1, 2 and 3 thereto, which Registration Statement became effective on July [ ], 2003 (the "Effective Date"). Such Registration Statement, in the form in which it became effective, is referred to herein as the "Registration Statement," and the prospectus dated July [ ], 2003 and statement of additional information dated July [ ], 2003 included therein, as filed pursuant to Rule 497 of the Securities Act of 1933, as amended (the "Securities Act"), on July [ ], 2003, are referred to herein as the "Prospectus" and the "Statement of Additional Information." We have examined and relied upon the Agreement and Declaration of Trust (the "Declaration of Trust") and By-Laws of the Trust, each as amended to date, the Certificate of Incorporation and By-Laws of the Adviser, each as amended to date, records of meetings or written actions of shareholders and of the Board of Trustees of the Trust, trust proceedings of the Trust in connection with the authorization and issuance of the Common Shares, the Registration Statement, the Prospectus, the Statement of Additional Information, the Underwriting Agreement, records of meetings of the Board of Directors of the Adviser, certificates of representatives of the Trust, certificates of public officials and such other documents as we have deemed necessary as a minimum market price basis for the opinions hereinafter expressed. We have assumed that all corporate or trust records of $ per sharethe Trust and the Adviser and stock books of the Trust and are complete and accurate. The time period during Insofar as this opinion relates to factual matters, information with respect to which sales is in the possession of the Trust or the Adviser, we have relied, with your permission, upon certificates, statements and representations of officers and other representatives of the Trust and the Adviser, representations made in the Underwriting Agreement and statements contained in the Registration Statement. We have not attempted to verify independently such facts, although nothing has come to our attention which has caused us to question the accuracy of such certificates, statements or representations. In our examination of the documents referred to above, we have assumed the genuineness of all signatures, the legal capacity of each individual signing such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such documents. Any reference to "our knowledge" or "best of our knowledge" or to any matters "known to us," "of which we are requested aware" or "coming to our attention" or any variation of any of the foregoing, shall mean the conscious awareness, as to the existence or absence of any facts which would contradict the opinions and statements so expressed, of the attorneys of this firm who have rendered substantive attention to the transaction to which this opinion relates. Other than as expressly set forth below, we have not undertaken, for purposes of this opinion, any independent investigation to determine the existence or absence of such facts, and no inference as to our knowledge of the existence or absence of such facts should be drawn from the fact of our representation of the Trust and the Adviser. Moreover, we have not searched any electronic databases or the dockets of any court, regulatory body or administrative or other governmental agency or other filing office in any jurisdiction. For purposes of this opinion, we have assumed that the agreements referred to herein have been duly authorized, executed and delivered by all parties thereto other than the Trust, and that all such other parties have all requisite power and authority to effect the transactions contemplated by such agreements. We have also assumed that each such agreement is the valid and binding obligation of each party thereto other than the Trust and is enforceable against all such other parties in accordance with its terms. We do not render any opinion as to the application of any federal or state law or regulation to the power, authority or competence of any party to the agreements other than the Trust. Our opinions set forth below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws relating to or affecting the rights of creditors generally, (ii) statutory or decisional law concerning recourse by creditors to security in the absence of notice or hearing, (iii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of good faith, reasonableness and fair dealing, and (iv) general equitable principles. We express no opinion as to the availability of any equitable or specific remedy upon any breach of any of the agreements as to which we are opining herein, or any of the agreements, documents or obligations referred to therein, or to the successful assertion of any equitable defenses, inasmuch as the availability of such remedies or the success of any equitable defense may be subject to the discretion of a court. Without limiting the foregoing, with respect to our opinion in paragraphs 9 and 17 below, (i) we are expressing no opinion as to the enforceability of the indemnification or contribution provisions of the Underwriting Agreement, (ii) we note that a court may refuse to enforce, or may limit the application of, the Underwriting Agreement or certain provisions thereof, as unconscionable or contrary to public policy, and (iii) we have assumed compliance by all parties with federal and state securities laws. We also express no opinion herein as to any provision of any agreement (a) which may be deemed to or construed to waive any right of the Trust or the Adviser, (b) to the effect that rights and remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to or with any other right or remedy and does not preclude recourse to one or more other rights or remedies, (c) relating to the effect of invalidity or unenforceability of any provision of any agreement on the validity or enforceability of any other provision thereof, (d) requiring the payment of penalties, consequential damages or liquidated damages, (e) which is in violation of public policy, including, without limitation, any provision relating to non-competition and non-solicitation or relating to indemnification and contribution with respect to securities law matters, (f) purporting to indemnify any person against his, her or its own negligence or intentional misconduct, (g) which provides that the terms of any agreement may not be waived or modified except in writing or (h) relating to choice of law or consent to jurisdiction. Our opinion expressed in paragraph 1 below as to the legal existence and good standing of the Trust is based solely on a certificate of legal existence issued by the Secretary of State of the State of Delaware, a copy of which has been made available to your counsel, and our opinion with respect to such matters is rendered as of the date of such certificate and limited accordingly. Our opinion expressed in paragraph 14 below as to the legal existence and good standing of the Adviser is based solely on a certificate of legal existence issued by the Secretary of State of the State of Delaware, a copy of which has been made available to your counsel, and our opinion with respect to such matters is rendered as of the date of such certificate and limited accordingly. We express no opinion as to the tax good standing of the Trust or the Adviser in any jurisdiction. In connection with our opinion expressed in paragraph 2 below, insofar as it relates to full payment for the outstanding Common Shares of the Trust, we have relied solely on a certificate of an officer of the Trust. Our opinion expressed in paragraph 2 below as to issued and outstanding shares of beneficial interest of the Trust is based solely on a certificate of the Trust's transfer agent, which we assume to be made shall complete and accurate. Our opinion expressed in paragraph 2 below as to the due and valid issuance of all outstanding Common Shares of the Trust is based solely on a review of the corporate minute books of the Trust, and a certificate of an officer of the Trust, each of which we assume to be complete and accurate. [No more than shares may be sold Our opinions expressed in paragraphs 4 and 10 below as to the effectiveness of the Registration Statement under the Securities Act and the Trust's Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are based solely upon oral advice from Mr. Dominic Minore at txx Xxxxxxxx xx Investment Management of the Commission that such Registration Statements were declared effective as of [ ] p.m. on July [ ], 2003. Our opinion expressed in paragraph 10 below as to the listing of the Common Shares on the New York Stock Exchange (the "Exchange") is solely based upon a letter from the Exchange to the Trust, dated July [ ], 2003. Our opinion in paragraph 15 is based solely upon the Commission's Investment Adviser Public Disclosure Website as of the date of this opinion. We are opining herein solely with respect to the state laws of The Commonwealth of Massachusetts, the Delaware Statutory Trust statute, the Delaware Corporation Law statute, and the federal laws of the United States of America. To the extent that the laws of any one trading day.] Commission/Discount: ADDITIONAL SALES PARAMETERS MAY BE ADDEDother jurisdiction govern any of the matters as to which we express an opinion below, SUCH AS SPECIFIC DATES THE SHARES MAY NOT BE SOLD ONwe have assumed for purposes of this opinion, THE MANNER IN WHICH SALES ARE TO BE MADE BY XXXXXwith your permission and without independent investigation, AND/OR THE CAPACITY IN WHICH XXXXX MAY ACT IN SELLING SHARES that the laws of such jurisdiction are identical to the state laws of The Commonwealth of Massachusetts, and we express no opinion as to whether such assumption is reasonable or correct. We note that the Underwriting Agreement, the Shareholder Servicing Agreement between the Adviser and UBS Securities LLC, dated July [ ], 2003 (AS PRINCIPALthe "Shareholder Servicing Agreement") and the Additional Compensation Agreement between the Adviser and UBS Securities LLC, AGENTdated July [ ], OR BOTH2003 (the "Additional Compensation Agreement"), are governed by New York law. SCHEDULE 2We express no opinion with respect to the securities or Blue Sky laws of any state of the United States, with respect to state or federal antifraud laws (except to the extent expressly provided in the third to last paragraph below) or with respect to the approval by the National Association of Securities Dealers, Inc. of the offering. On the basis of and subject to the foregoing, we are of the opinion that:

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund Adviser 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 Adviser by an officer or Trustee of the Fund Adviser in his or her capacity as an officer or Trustee of the Fund Adviser 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 FundAdviser. This Agreement shall be effective as of the date first written above. XXXXX XXXXX MANAGEMENT By: Name: Xxxxxxxxx X. Marius Title: Vice President Agreed and Accepted: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: Indemnification Agreement [ ], 2010 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: In connection with the engagement of Citigroup Global Markets Inc. (the “Bank”) to advise and assist the undersigned, Xxxxx Xxxxx Management (together with its affiliates (including Parametric Risk Advisors LLC) and subsidiaries, referred to as the “Company”) with respect to the matters set forth in the Structuring Fee Agreement dated [ ], 2010 between the Company and the Bank (the “Agreement”), in the event that the Bank, any of its affiliates, each other person, if any, controlling the Bank or any of its affiliates, their respective officers, current and former directors, employees and agents or the successors or assigns of any of the foregoing persons (the Bank and each such other person or entity being referred to as an “Indemnified Party”) becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a “Proceeding”) with respect to the services performed pursuant to and in accordance with the Agreement, the Company agrees to indemnify, defend and hold each Indemnified Party harmless to the fullest extent permitted by law, from and against any losses, claims, damages, liabilities and expenses, including reasonable fees and expenses of counsel to the Indemnified Parties, with respect to the services performed pursuant to and in accordance with the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. In addition, in the event that an Indemnified Party becomes involved in any capacity in any Proceeding with respect to the services performed pursuant to and in accordance with the Agreement, the Company will reimburse such Indemnified Party for reasonable legal and other expenses (including the cost of any investigation and preparation) as such expenses are incurred by such Indemnified Party in connection therewith. Promptly as reasonably practicable after receipt by an Indemnified Party of notice of the commencement of any Proceeding, such Indemnified Party will, if a claim in respect thereof is to be made under this paragraph, notify the Company in writing of the commencement thereof; but the failure so to notify the Company (i) will not relieve the Company from liability under this paragraph unless and to the extent it did not otherwise learn of such Proceeding and such failure results in the forfeiture by the Company of substantial rights and defenses and (ii) will not, in any event, relieve the Company from any obligations to the Indemnified Parties other than the indemnification obligation provided above. The Company shall be entitled to appoint counsel of the Company’s choice at the Company’s expense to represent the Indemnified Parties in any Proceeding for which indemnification is sought (in which case the Company shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Parties except as set forth below); provided, however, that such counsel shall be satisfactory to the Bank. Notwithstanding the Company’s election to appoint counsel to represent the Indemnified Parties in a Proceeding, the Bank shall have the right to employ separate counsel (including local counsel) to represent the Indemnified Parties, and the Company shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the Company to represent the Indemnified Parties would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such Proceeding include both the Indemnified Parties and the Company and the Bank shall have reasonably concluded that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Company, (iii) the Company shall not have employed counsel satisfactory to the Bank to represent the Indemnified Parties within a reasonable time after notice of the institution of such Proceeding or (iv) the Company shall authorize the Bank to employ separate counsel to represent the Indemnified Parties at the expense of the Company. The Company may participate at its own expense in the defense of any such action; provided, however, that counsel to the Company shall not (except with the consent of the Indemnified Parties) also be counsel to the Indemnified Parties. The Company shall not, without the prior written consent of the Indemnified Parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought hereunder (whether or not the Indemnified Parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each Indemnified Party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. If such indemnification were not to be available for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its stockholders and affiliates, on the one hand, and the Indemnified Parties, on the other hand, in the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its stockholders and affiliates, on the one hand, and the Indemnified Parties, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its stockholders and affiliates, on the one hand, and the Indemnified Parties, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received by or paid to or contemplated to be received by or paid to the Company or its stockholders or affiliates, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which the Bank has been retained to perform services bears to the fees paid to the Bank under the Agreement; provided, that in no event shall the Company contribute less than the amount necessary to assure that the Indemnified Parties are not liable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by the Bank pursuant to the Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by the Bank, on the other hand. Notwithstanding the provisions of this paragraph, an Indemnified Party shall not be entitled to contribution from the Company if it is determined that such Indemnified Party was guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933, as amended) and the Company was not guilty of such fraudulent misrepresentation. The Company will not settle any Proceeding in respect of which indemnity may be sought hereunder, whether or not an Indemnified Party is an actual or potential party to such Proceeding, without the Bank’s prior written consent (which consent shall not be unreasonably withheld). The foregoing correctly sets forth indemnity and contribution agreement shall be in addition to any rights that any Indemnified Party may have at common law or otherwise. The Company agrees that no Indemnified Party shall have any liability to the understanding between Company or any person asserting claims on behalf of or in right of the Company with respect to the services performed pursuant to and in accordance with the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted primarily from the gross negligence or willful misconduct of the Bank in performing the services that are the subject of the Agreement. For clarification, the parties to this Indemnification Agreement agree that the term “affiliate” as used in the definition of “Company” does not include any registered investment company, except for the Fund, for which Xxxxx Xxxxx Management or any or its affiliates serve as investment adviser. THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE SERVICES PERFORMED PURSUANT TO AND IN ACCORDANCE WITH THE AGREEMENT (“CLAIM”), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND THE INDEMNIFIED PARTIES CONSENT TO THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST THE BANK OR ANY INDEMNIFIED PARTY. EACH INDEMNIFIED PARTY AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of the Manager and XxxxxBank’s engagement under the Agreement. This Indemnification Agreement may be executed in two or more counterparts, please so indicate in the space provided below for that purposeeach of which shall be deemed an original, whereupon this letter but all of which shall constitute a binding agreement between the Fund one and the Manager and Xxxxxsame agreement. Very truly yours, PIMCO Corporate & Income Opportunity Fund XXXXX XXXXX MANAGEMENT By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxxx X. Xxxxxxx Marius Title: Vice President Pacific Investment Management Company LLC Agreed and Accepted: CITIGROUP GLOBAL MARKETS INC. 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 between among the Fund, the Investment Manager and Xxxxxthe Underwriters, please so indicate in the space provided below for that purposebelow, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Manager and the Underwriters, severally. Very truly yours, XXXXXXXX-XXXXXXXXX CONVERTIBLE & INCOME FUND -------------------------- By: Title: PIMCO ADVISORS FUND 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 WARBURG LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED PRUDENTIAL SECURITIES INCORPORATED By: UBS WARBURG LLC -------------------------- By: Title: -------------------------- By: Title: SCHEDULE A Number of Shares Name to be Purchased ------------------------------------- ---------------- UBS Warburg LLC 12,600 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 5,250 Prudential Securities Incorporated 3,150 ====== Total 21,000 SCHEDULE B FORM OF OPINION OF ROPES & XXXX LLP REGARDING THE FUND May 23, 2003 UBS Warburg LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Prudential Securities Incorporated as Managing Underwriters c/o UBS Warburg LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Ladies and Gentlemen: We have acted as counsel to Xxxxxxxx-Xxxxxxxxx Convertible & Income Fund (the "Fund") in connection with the proposed issuance of 4,200 Auction Preferred Shares, Series A, Auction Preferred Shares, Series B, 4,200 Auction Preferred Shares, Series C, 4,200 Auction Preferred Shares, Series D, and 4,200 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 May 21, 2003 (the "Underwriting Agreement") among the Fund, PIMCO Advisors Fund Management LLC (the "Investment Manager") and UBS Warburg LLC, on behalf of itself and the other underwriters named therein (the "Underwriters"). Capitalized terms used in this opinion, unless otherwise defined, have the meanings specified in the Underwriting Agreement. We have examined signed copies of the registration statement of the Fund on Form N-2 (File No. 333-104224) under the Securities Act of 1933, as amended (the "Securities Act") (which also constitutes Amendment No. 4 to the Fund's Registration Statement on Form N-2 (File No. 811-21284) under the Investment Company Act of 1940, as amended (the "Investment Company Act")), including all exhibits thereto, as filed with the Securities and Exchange Commission (the "Commission") on April 1, 2003 (the "Original Registration Statement"), Pre-Effective Amendment No. 1 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on _____ __, 2003 ("Pre-Effective Amendment No. 1") and Pre-Effective Amendment No. 2 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on _____ __, 2003 ("Pre-Effective Amendment No. 2," and together with Pre-Effective Amendment No. 1 and the Original Registration Statement, the "Registration Statement"); the Fund's Notification of Registration on Form N-8A (File No. 811-21284) under the Investment Company Act, as filed with the Commission on January 21, 2003 (the "Notification of Registration"); the Fund's Agreement and Declaration of Trust, as amended to the date hereof (the "Declaration of Trust"), on file in the offices of the Secretary of State of The Commonwealth of Massachusetts and the Clerk of the City of Boston; the Bylaws of the Fund, as amended to the date hereof (the "Bylaws"); a copy of the Prospectus dated _____ __, 2003, relating to the APS and the Statement of Additional Information of the Fund dated _____ __, 2003, each as filed with the Commission pursuant to Rule 497 under the Securities Act on _____ __, 2003 (together, the "Prospectus"); the Investment Management Agreement dated as of March 12, 2003, between the Fund and the Investment Manager and Xxxxx. Very truly yours, PIMCO Corporate & Income Opportunity Fund By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President Pacific (the "Investment Management Agreement"); the Portfolio Management Agreement dated as of March 12, 2003, between Xxxxxxxx-Xxxxxxxxx Capital Management LLC (the "Portfolio Manager") and the Investment Manager (the "Portfolio Management Agreement"), as agreed to and accepted by the Fund; the Custodian Agreement dated as of March 19, 2003, between the Fund and Xxxxx Brothers Xxxxxxxx & Co. (the "Custodian Agreement"); and the Auction Agency Agreement dated as of _____ __, 2003, between the Fund and Deutsche Bank Trust Company LLC By: /s/ Xxxxx Americas (the "Auction Agency Agreement," and, together with the Custodian Agreement, the "Fund Agreements"); and the Underwriting Agreement. Additionally, we have relied upon the oral representation of Xx. Xxxxxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President ACCEPTED Browning of the staff of the Commission to the effect that the Registration Statement became effective as of ____ p.m. on_____ __, 2003,] and the oral representation by a member of the staff of the Commission on the date hereof that as of ____ a.m., no stop order suspending the effectiveness of the Registration Statement had been issued and no proceeding for any such purpose was pending or threatened. We have also examined and relied upon the original or copies of minutes of the meetings or written consents of the shareholders and the Board of Trustees of the Fund, and copies of resolutions of the Board of Trustees of the Fund certified by the Secretary of the Fund, the documents delivered to the Underwriters by the Fund and the Investment Manager dated 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 hereof pursuant to the terms Underwriting Agreement and such other documents, including certificates of officers and Trustees of the Fund, as we have deemed necessary for purposes of rendering our opinions below. For purposes of paragraph 2 below, we have relied solely on (1) the certificate of recent date of the Secretary of State of the State of California as to the entitlement of the Fund to transact intrastate business in the State of California, (2) a Certificate of the Special Deputy Secretary of State of the State of New York dated May , 2003, certifying copies of (a) a Certificate of Designation by the Fund dated March 17, 2003 and (b) a Statement under Section 18 of the New York General Associations Law, (3) a Filing Receipt of the Department of State of the State of New York dated March 19, 2003 relating to the Fund and (4) a LEXIS search on May, 2003, of the New York Department of State, Corporate Record, showing the "status" of the Fund as "active" and noting that "good standing status can only be determined by performing a search in the records of both the Department of State Corporation Records and the Department of Tax and Franchise." We have assumed the genuineness of the signatures on all documents examined by us, the authenticity of all documents submitted to us as originals and the conformity to the corresponding originals of all documents submitted to us as copies. For purposes of our opinion regarding the effectiveness of the Registration Statement, we are relying solely on the oral representations of the staff of the Commission. We express no opinion as to the laws of any jurisdiction other than The Commonwealth of Massachusetts and the United States of America. We call your attention to the fact that each of the Underwriting Agreement, the Auction Agency Agreement and the Custodian Agreement provides that it is to be governed by and construed in accordance with the laws of the State of New York and to the fact that the Investment Management Agreement does not provide that it is to be governed by the laws of any particular jurisdiction. In rendering the opinion as to enforceability expressed in paragraph 5 below, we have limited the scope of our opinion to the conclusions that would be reached by a Massachusetts court that had determined that each of the Fund Agreements would be governed by, and construed in accordance with, the internal laws of The Commonwealth of Massachusetts. Further, we express no opinion as to the state securities or Blue Sky laws of any jurisdiction, including The Commonwealth of Massachusetts. For purposes of our opinion set forth in paragraph 2 below with respect to the power and authority of the Fund to own, lease and operate its properties and conduct its business, we have relied upon certificates of officers of the Fund as to the states in which the Fund leases or owns real property or in which it conducts material operations. Insofar as this opinion relates to factual matters, we have made inquiries to officers of the Fund, the Investment Manager and the Portfolio Manager to the extent we believe reasonable with respect to such matters and have relied inter alia upon representations made by the Fund and the Investment Manager in the Underwriting Agreement, representations made by the Portfolio Manager to the Investment Manager and representations made to us by one or more officers of the Fund, the Investment Manager or the Portfolio Manager. We have not independently verified the accuracy of such representations. Where our opinion relates to our "knowledge," that term means the conscious awareness of facts or other information by any lawyer in our firm giving substantive attention to the representation of the Fund with respect to the transactions contemplated by the Underwriting Agreement, and does not require or imply (i) any examination of this firm's, any such lawyer's or any other person's or entity's files, or (ii) that any inquiry was made of any lawyer (other than the lawyers described above). In respect of our opinions set forth in paragraphs 7, 9 and 10 below, we have not searched the dockets of any court, administrative body or other filing office in any jurisdiction. Based upon and subject to the conditions contained in the Capital On Demand™ Sales Agreement between PIMCO Corporate & Income Opportunity Fund (the “Fund”)foregoing, Pacific Investment Management Company LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated March 23, 2017, I hereby request on behalf we are 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 2opinion that:

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund Company 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 Company by an officer or Trustee of the Fund Company in his or her capacity as an officer or Trustee of the Fund Company 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 FundCompany. If This Agreement shall be effective as of 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 Xxxxxdate first written above. Very truly yours, PIMCO Corporate & Income Opportunity Fund XXXXX XXXXX MANAGEMENT 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 Accepted and agreed to as of the date first-first above written: JONESTRADING INSTITUTIONAL SERVICES XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxx XxXxxx Name: Xxxxx XxXxxx Title: CFO SCHEDULE 1 FORM OF PLACEMENT NOTICE From: INDEMNIFICATION AGREEMENT March [ ] Cc: [ ] To: [ ] Subject: Capital On Demand - Placement Notice Date: ], 2013 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Pursuant In connection with the engagement of Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) to advise and assist the undersigned (together with its affiliates and subsidiaries, referred to as the “Company”) with the matters set forth in the Structuring Fee Agreement dated March [ ], 2013 between the Company and Xxxxxx Xxxxxxx (the “Structuring Fee Agreement”), in the event that Xxxxxx Xxxxxxx becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) with respect to the terms services performed pursuant to and subject in accordance with the Structuring Fee Agreement, including, without limitation, related services and activities prior to the conditions contained date of the Structuring Fee Agreement, the Company has agreed to indemnify and hold harmless Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx’x affiliates and their respective officers, directors, employees and agents and each other person, if any, controlling Xxxxxx Xxxxxxx or any of Xxxxxx Xxxxxxx’x affiliates (Xxxxxx Xxxxxxx and each such other person being an “Indemnified Person”) from and against any losses, claims, damages or liabilities related to, arising out of or in connection with the Capital On Demand™ Sales activities (the “Activities”) performed by any Indemnified Person in connection with, or arising out of, or based upon, the Structuring Fee Agreement between PIMCO Corporate & and/or any action taken by any Indemnified Person in connection therewith (including, without limitation, any presentation given by the Company and an Indemnified Person relating to the shares of common stock (the “Common Shares”) of Xxxxx Xxxxx Municipal Income Opportunity Fund Term Trust (the “Fund”)), Pacific Investment Management and will reimburse each Indemnified Person for all expenses (including fees and expenses of counsel) as they are incurred in connection with investigating, preparing, pursuing or defending any claim, suit, action, proceeding, investigation or inquiry related to, arising out of or in connection with the Activities, whether or not pending or threatened and whether or not any Indemnified Person is a party. The Company LLC and JonesTrading Institutional Services LLC will not, however, be responsible for any losses, claims, damages, liabilities (“Xxxxx”or expenses relating thereto) dated March 23that are finally judicially determined to have resulted from the bad faith or gross negligence of any Indemnified Person. The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, 2017in contract or tort or otherwise) to the Company for or in connection with the Activities, I hereby request on behalf except for any such liability for losses, claims, damages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such Indemnified Person. Notwithstanding the foregoing, in no event shall the Company be responsible for any losses, claims, damages or liabilities to any Indemnified Person arising from any such claim, suit, action, proceeding, investigation or inquiry in excess of the gross proceeds received by the Fund from the initial public offering of the Common Shares of the Fund (the “Offering”); provided, however, that Xxxxx sell up to 14,500,000 shares the Company shall, as set forth above, indemnify and be responsible for, regardless of the Fund’s common shares gross proceeds received by the Fund from the Offering, all expenses (including fees and expenses of beneficial interestcounsel) incurred in connection with investigating, $0.00001 par value per sharepreparing, at pursuing or defending any claim, suit, action, proceeding, investigation or inquiry related to, arising out of or in connection with the Activities, whether or not pending or threatened and whether or not any Indemnified Person is a minimum market price of $ per shareparty, as set forth above. The time period during Company will not, without Xxxxxx Xxxxxxx’x prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any claim, suit, action, proceeding, investigation or inquiry in respect of which sales are requested indemnification may be sought hereunder (whether or not any Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination includes a release of each Indemnified Person from any liabilities arising out of such claim, suit, action, proceeding, investigation or inquiry. No Indemnified Person seeking indemnification, reimbursement or contribution under this agreement (the “Indemnification Agreement”) will, without our prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any claim, suit, action, proceeding, investigation or inquiry referred to in the preceding paragraph. If such indemnification were not to be made available for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company (including the net proceeds from the Common Shares sold by Xxxxxx Xxxxxxx in the Offering before deducting expenses) and its stockholders and affiliates, on the one hand, and Xxxxxx Xxxxxxx, on the other hand, in the matters contemplated by the Structuring Fee Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its stockholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its stockholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received by or paid to or contemplated to be received by or paid to the Company or its stockholders or affiliates, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which Xxxxxx Xxxxxxx has been retained to perform financial services bears to the fees paid to Xxxxxx Xxxxxxx under the Structuring Fee Agreement; provided that in no event shall the Company contribute less than the amount necessary to assure that Xxxxxx Xxxxxxx is not liable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by Xxxxxx Xxxxxxx pursuant to the Structuring Fee Agreement. [Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by Xxxxxx Xxxxxxx, on the other hand. This Indemnification Agreement, together with the Structuring Fee Agreement, any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this agreement) that relate to the Offering of the Common Shares, represents the entire agreement between the Company and the Indemnified Parties with respect to the fee paid to Xxxxxx Xxxxxxx under the Structuring Fee Agreement. The Company acknowledges that in connection with the Offering of the Common Shares: (i) Xxxxxx Xxxxxxx has acted at arms length, is not an agent of, and owes no fiduciary duties to, the Company, the Fund or any person affiliated with the Fund or the Company, (ii) Xxxxxx Xxxxxxx owes the Company only those duties and obligations set forth in this Indemnification Agreement and (iii) Xxxxxx Xxxxxxx may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims any of the Company, the Fund or any person affiliated with the Fund or the Company may have against Xxxxxx Xxxxxxx arising from an alleged breach of fiduciary duty in connection with the offering of the Common Shares. The provisions of this Indemnification Agreement shall apply to the Activities and any modification thereof and shall remain in full force and effect regardless of any termination or the completion of Xxxxxx Xxxxxxx’x services under the Structuring Fee Agreement. This Indemnification Agreement may not be assigned by either party without prior written consent of the other party. No more than shares provision of this Indemnification Agreement may be sold amended or waived except by an instrument in writing signed by the parties hereto. This Indemnification Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any one trading day.] Commission/Discount: ADDITIONAL SALES PARAMETERS way relating to this Indemnification Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 11 of the Structuring Fee Agreement shall be deemed effective service of process on such party. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ADDED, SUCH AS SPECIFIC DATES ENFORCED IN ANY OTHER COURTS TO THE SHARES MAY NOT BE SOLD ON, THE MANNER IN JURISDICTION OF WHICH SALES ARE TO BE MADE BY XXXXX, AND/XXXXXX XXXXXXX OR THE CAPACITY IN WHICH COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. This Indemnification Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Indemnification Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. Very truly yours, XXXXX MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH)XXXXX MANAGEMENT By: Name: Title: Accepted and agreed to as of the date first above written: XXXXXX XXXXXXX & CO. SCHEDULE 2LLC By: Name: Title:

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund Trust is on file with the Secretary of The State of The Commonwealth of MassachusettsDelaware, 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 Trust 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 FundTrust. If the foregoing correctly sets forth the understanding between among the Fund, Trust and the Manager and XxxxxUnderwriters, 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 Trust, the Investment Adviser and the Manager and XxxxxUnderwriters, severally. Very truly yours, PIMCO Corporate & Income Opportunity Fund PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST -------------------------- By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President Pacific Investment Management Company LLC PIONEER INVESTMENT MANAGEMENT, INC. -------------------------- By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President ACCEPTED Accepted and agreed to as of the date first-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 themselves and the Fund that other several Underwriters named in Schedule A UBS SECURITIES LLC -------------------------- By: Xxxxx sell up to 14,500,000 shares Xxxxxxxx Title: Managing Director -------------------------- By: Xxxx X. Reit Title: Executive Director SCHEDULE A Number of Shares NAME TO BE PURCHASED UBS Securities LLC [ ] Total.........................................................[ ] SCHEDULE B FORM OF OPINION OF XXXX & XXXX REGARDING THE TRUST AND THE INVESTMENT ADVISER UBS Securities LLC As Representative of the Fund’s common shares Several Underwriters 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Re: Pioneer Municipal High Income Advantage Trust Ladies and Gentlemen: This opinion is furnished to you pursuant to Section 6(e) of the Underwriting Agreement, dated as of [ ], 2003 (the "Underwriting Agreement"), among you, as Managing Representative of the several Underwriters, Pioneer Investment Management, Inc., a Delaware corporation (the "Adviser"), and Pioneer Municipal High Income Advantage Trust, a Delaware business trust (the "Trust"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Underwriting Agreement. We have acted as counsel for the Trust and the Adviser in connection with the sale to the Underwriters by the Trust of [ ] Common Shares of beneficial interest, $0.00001 no par value per share, at of the Trust (collectively, the "Common Shares") pursuant to the Section 1 of the Underwriting Agreement. As such counsel, we have assisted in the preparation and filing with the Securities and Exchange Commission (the "Commission") of the Trust's Registration Statement on Form N-2 dated August 7, 2003 (File Nos. 333-107744 and 811-21409), and amendment Nos. [1, 2 and 3] thereto, which Registration Statement became effective on [ ], 2003 (the "Effective Date"). Such Registration Statement, in the form in which it became effective, is referred to herein as the "Registration Statement," and the prospectus dated [ ], 2003 and statement of additional information dated [ ], 2003 included therein, as filed pursuant to Rule 497 of the Securities Act of 1933, as amended (the "Securities Act"), on ], 2003, are referred to herein as the "Prospectus" and the "Statement of Additional Information." We have examined and relied upon the Agreement and Declaration of Trust (the "Declaration of Trust") and By-Laws of the Trust, each as amended to date, the Certificate of Incorporation and By-Laws of the Adviser, each as amended to date, records of meetings or written actions of shareholders and of the Board of Trustees of the Trust, trust proceedings of the Trust in connection with the authorization and issuance of the Common Shares, the Registration Statement, the Prospectus, the Statement of Additional Information, the Underwriting Agreement, records of meetings of the Board of Directors of the Adviser, certificates of representatives of the Trust, certificates of public officials and such other documents as we have deemed necessary as a minimum market price basis for the opinions hereinafter expressed. We have assumed that all corporate or trust records of $ per sharethe Trust and the Adviser and stock books of the Trust and are complete and accurate. The time period during Insofar as this opinion relates to factual matters, information with respect to which sales is in the possession of the Trust or the Adviser, we have relied, with your permission, upon certificates, statements and representations of officers and other representatives of the Trust and the Adviser, representations made in the Underwriting Agreement and statements contained in the Registration Statement. We have not attempted to verify independently such facts, although nothing has come to our attention which has caused us to question the accuracy of such certificates, statements or representations. In our examination of the documents referred to above, we have assumed the genuineness of all signatures, the legal capacity of each individual signing such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such documents. Any reference to "our knowledge" or "best of our knowledge" or to any matters "known to us," "of which we are requested aware" or "coming to our attention" or any variation of any of the foregoing, shall mean the conscious awareness, as to the existence or absence of any facts which would contradict the opinions and statements so expressed, of the attorneys of this firm who have rendered substantive attention to the transaction to which this opinion relates. Other than as expressly set forth below, we have not undertaken, for purposes of this opinion, any independent investigation to determine the existence or absence of such facts, and no inference as to our knowledge of the existence or absence of such facts should be drawn from the fact of our representation of the Trust and the Adviser. Moreover, we have not searched any electronic databases or the dockets of any court, regulatory body or administrative or other governmental agency or other filing office in any jurisdiction. For purposes of this opinion, we have assumed that the agreements referred to herein have been duly authorized, executed and delivered by all parties thereto other than the Trust and the Adviser, and that all such other parties have all requisite power and authority to effect the transactions contemplated by such agreements. We have also assumed that each such agreement is the valid and binding obligation of each party thereto other than the Trust and is enforceable against all such other parties in accordance with its terms. We do not render any opinion as to the application of any federal or state law or regulation to the power, authority or competence of any party to the agreements other than the Trust. Our opinions set forth below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws relating to or affecting the rights of creditors generally, (ii) statutory or decisional law concerning recourse by creditors to security in the absence of notice or hearing, (iii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of good faith, reasonableness and fair dealing, and (iv) general equitable principles. We express no opinion as to the availability of any equitable or specific remedy upon any breach of any of the agreements as to which we are opining herein, or any of the agreements, documents or obligations referred to therein, or to the successful assertion of any equitable defenses, inasmuch as the availability of such remedies or the success of any equitable defense may be subject to the discretion of a COURT. Without limiting the foregoing, with respect to our opinion in paragraphs 9 and 17 below, (i) we are expressing no opinion as to the enforceability of the indemnification or contribution provisions of the Underwriting Agreement or the Shareholder Servicing Agreement, (ii) we note that a court may refuse to enforce, or may limit the application of, the Underwriting Agreement or certain provisions thereof, as unconscionable or contrary to public policy, and (iii) we have assumed compliance by all parties with federal and state securities laws. We also express no opinion herein as to any provision of any agreement (a) which may be deemed to or construed to waive any right of the Trust or the Adviser, (b) to the effect that rights and remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to or with any other right or remedy and does not preclude recourse to one or more other rights or remedies, (c) relating to the effect of invalidity or unenforceability of any provision of any agreement on the validity or enforceability of any other provision thereof, (d) requiring the payment of penalties, consequential damages or liquidated damages, (e) which is in violation of public policy, including, without limitation, any provision relating to non-competition and non-solicitation or relating to indemnification and contribution with respect to securities law matters, (f) purporting to indemnify any person against his, her or its own negligence or intentional misconduct, (g) which provides that the terms of any agreement may not be waived or modified except in writing or (h) relating to choice of law or consent to jurisdiction. Our opinion expressed in paragraph 1 below as to the legal existence and good standing of the Trust is based solely on a certificate of legal existence issued by the Secretary of State of the State of Delaware, a copy of which has been made available to your counsel, and our opinion with respect to such matters is rendered as of the date of such certificate and limited accordingly. Our opinion expressed in paragraph 14 below as to the legal existence and good standing of the Adviser is based solely on a certificate of legal existence issued by the Secretary of State of the State of Delaware, a copy of which has been made available to your counsel, and our opinion with respect to such matters is rendered as of the date of such certificate and limited accordingly. We express no opinion as to the tax good standing of the Trust or the Adviser in any jurisdiction. In connection with our opinion expressed in paragraph 2 below, insofar as it relates to full payment for the outstanding Common Shares of the Trust, we have relied solely on a certificate of an officer of the Trust. Our opinion expressed in paragraph 2 below as to issued and outstanding shares of beneficial interest of the Trust is based solely on a certificate of the Trust's transfer agent, which we assume to be made shall complete and accurate. Our opinion expressed in paragraph 2 below as to the due and valid issuance of all outstanding Common Shares of the Trust is based solely on a review of the corporate minute books of the Trust, and a certificate of an officer of the Trust, each of which we assume to be complete and accurate. [No more than shares may be sold Our opinions expressed in paragraphs 4 and 10 below as to the effectiveness of the Registration Statement under the Securities Act and the Trust's Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are based solely upon oral advice from Xx. Xxxxxxx Xxxxxx at the Division of Investment Management of the Commission that such Registration Statements were declared effective as of [ ] p.m. on [ ], 2003. Our opinion expressed in paragraph 10 below as to the listing of the Common Shares on the New York Stock Exchange (the "Exchange") is solely based upon a letter from the Exchange to the Trust, dated [ ], 2003. Our opinion in paragraph 15 is based solely upon the Commission's Investment Adviser Public Disclosure Website as of the date of this opinion. We are opining herein solely with respect to the state laws of The Commonwealth of Massachusetts, the Delaware Statutory Trust statute, the Delaware Corporation Law statute, and the federal laws of the United States of America. To the extent that the laws of any one trading day.] Commission/Discount: ADDITIONAL SALES PARAMETERS MAY BE ADDEDother jurisdiction govern any of the matters as to which we express an opinion below, SUCH AS SPECIFIC DATES THE SHARES MAY NOT BE SOLD ONwe have assumed for purposes of this opinion, THE MANNER IN WHICH SALES ARE TO BE MADE BY XXXXXwith your permission and without independent investigation, AND/OR THE CAPACITY IN WHICH XXXXX MAY ACT IN SELLING SHARES that the laws of such jurisdiction are identical to the substantive state laws of The Commonwealth of Massachusetts, and we express no opinion as to whether such assumption is reasonable or correct. We note that the Underwriting Agreement, the Shareholder Servicing Agreement between the Adviser and UBS Securities LLC, dated [ ], 2003 (AS PRINCIPALthe "Shareholder Servicing Agreement") and the Additional Compensation Agreement between the Adviser and UBS Securities LLC, AGENTdated [ ], OR BOTH2003 (the "Additional Compensation Agreement"), are governed by New York law. SCHEDULE 2We express no opinion with respect to the securities or Blue Sky laws of any state of the United States, with respect to state or federal antifraud laws (except to the extent expressly provided in the third to last paragraph below) or with respect to the approval by the National Association of Securities Dealers, Inc. of the offering. On the basis of and subject to the foregoing, we are of the opinion that:

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 Strategy Fund By: /s/ Xxxxx X. Xxxxxxx Xxxx Xxxxxx Name: Xxxxx X. Xxxxxxx Xxxx Xxxxxx Title: President EVP, Head of Americas Fund and Client Operations Pacific Investment Management Company LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President Managing Director, Co-COO ACCEPTED as of the date first-above written: JONESTRADING INSTITUTIONAL SERVICES LLC By: /s/ Xxxxx XxXxxx Xxxx Name: Xxxxx XxXxxx Xxxx Title: CFO General Counsel 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 on Demand™ Second Amended and Restated Sales Agreement between PIMCO Corporate & Income Opportunity Strategy Fund (the “Fund”), Pacific Investment Management Company LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated March 23February 13, 20172024, 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 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 FundFund 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 Xxxxxof 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 Xxxxxthe Advisers in accordance with its terms. Very truly yours, PIMCO Corporate EATON VANCE TAX-MANAGED PREMIUM DIVIDEND & Income Opportunity Fund By: /s/ Xxxxx X. Xxxxxxx INCOME FUND By -------------------------------------- Name: Xxxxx X. Xxxxxxx Title: President Pacific Investment Management Company LLC By: /s/ Xxxxx X. Xxxxxxx EATON VANCE MANAGEMENT By -------------------------------------- Name: Xxxxx X. Xxxxxxx Title: President ACCEPTED RAMPART INVESTMENT MANAGEMENT COMPANY, INC. By -------------------------------------- Name: Title: 32 CONFIRMED AND ACCEPTED, as of the date first-first above written: JONESTRADING INSTITUTIONAL SERVICES WACHOVIA CAPITAL MARKETS, LLC [CO-MANAGERS] 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 WACHOVIA CAPITAL MARKETS, LLC By -------------------------------------- Authorized Signatory For themselves 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 as Representatives 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 shareUnderwriters 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). SCHEDULE 2EXHIBIT A

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 among the Fund, the Manager Investment Adviser, the Sub-Adviser and Xxxxxthe Underwriters, please so indicate in the space provided below for that purposebelow, whereupon this letter and your acceptance shall constitute a binding agreement between among the Fund Fund, the Investment Adviser, the Sub-Adviser and the Manager and XxxxxUnderwriters, severally. Very truly yours, PIMCO Corporate & Income Opportunity Fund NUVEEN CORE EQUITY ALPHA FUND By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx [·] Title: President Pacific Investment Management Company [·] NUVEEN ASSET MANAGEMENT By: [·] Title: [·] ENHANCED INVESTMENT TECHNOLOGIES, LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx [·] Title: President ACCEPTED [·] Accepted and agreed to as of the date first-first above written: JONESTRADING INSTITUTIONAL SERVICES , on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC By: /s/ Xxxxx XxXxxx Name: Xxxxx XxXxxx Xxxx Xxxx Title: CFO Managing Director By: Xxxx Xxx Title: Executive Director SCHEDULE 1 A Underwriters Number of Shares UBS Securities LLC [·] Total SCHEDULE B 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 OPINION OF XXXX, XXXX & 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 XXXXX LLP REGARDING 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 2FUND

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund Company 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 Company by an officer or Trustee of the Fund Company in his or her capacity as an officer or Trustee of the Fund Company 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 FundCompany. If This Agreement shall be effective as of 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 Xxxxxdate first written above. Very truly yours, PIMCO Corporate & Income Opportunity Fund XXXXX XXXXX MANAGEMENT By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxxx X. Xxxxxxx Marius Title: Vice President Pacific Investment Management Company LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President ACCEPTED Accepted and agreed to as of the date first-first above written: JONESTRADING INSTITUTIONAL SERVICES LLC XXXXXX XXXXXXX & CO. INCORPORATED By: /s/ Xxxxx XxXxxx Name: Xxxxx XxXxxx Title: CFO SCHEDULE 1 FORM OF PLACEMENT NOTICE From: INDEMNIFICATION AGREEMENT [ ] Cc: [ ] To: [ ] Subject: Capital On Demand - Placement Notice Date: ], 2010 Xxxxxx Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Pursuant In connection with the engagement of Xxxxxx Xxxxxxx & Co. Incorporated (“Xxxxxx Xxxxxxx”) to advise and assist the undersigned (together with its affiliates and subsidiaries, referred to as the “Company”) with the matters set forth in the Marketing and Structuring Fee Agreement dated [ ], 2010 between the Company and Xxxxxx Xxxxxxx (the “Marketing and Structuring Fee Agreement”), in the event that Xxxxxx Xxxxxxx becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) with respect to the terms services performed pursuant to and subject in accordance with the Marketing and Structuring Fee Agreement, the Company has agreed to indemnify and hold harmless Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx’x affiliates and their respective officers, directors, employees and agents and each other person, if any, controlling Xxxxxx Xxxxxxx or any of Xxxxxx Xxxxxxx’x affiliates (Xxxxxx Xxxxxxx and each such other person being an “Indemnified Person”) from and against any losses, claims, damages or liabilities related to, arising out of or in connection with the activities (the “Activities”) performed by any Indemnified Person in connection with, or arising out of, or based upon, the Marketing and Structuring Fee Agreement and/or any action taken by any Indemnified Person in connection therewith (including, without limitation, any presentation given by the Company and an Indemnified Person relating to the conditions contained in common shares of beneficial interest, par value $0.001 per share (the Capital On Demand™ Sales Agreement between PIMCO Corporate & Income Opportunity “Shares”), of Xxxxx Xxxxx Tax-Advantaged Bond and Option Strategies Fund (the “Fund”)), Pacific Investment Management and will reimburse each Indemnified Person for all expenses (including reasonable fees and expenses of counsel) as they are incurred in connection with investigating, preparing, pursuing or defending any claim, suit, action, proceeding, investigation or inquiry related to, arising out of or in connection with the Activities, whether or not pending or threatened and whether or not any Indemnified Person is a party. The Company LLC and JonesTrading Institutional Services LLC will not, however, be responsible for any losses, claims, damages, liabilities (“Xxxxx”or expenses relating thereto) dated March 23that are finally judicially determined to have resulted from the bad faith or gross negligence of any Indemnified Person. The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, 2017in contract or tort or otherwise) to the Company for or in connection with the Activities, I hereby request on behalf except for any such liability for losses, claims, damages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such Indemnified Person. Notwithstanding the foregoing, in no event shall the Company be responsible for any losses, claims, damages or liabilities to any Indemnified Person arising from any such claim, suit, action, proceeding, investigation or inquiry in excess of the gross proceeds received by the Fund from the initial public offering of the Shares of the Fund (the “Offering”); provided, however, that Xxxxx sell up to 14,500,000 shares the Company shall, as set forth above, indemnify and be responsible for, regardless of the Fund’s common shares gross proceeds received by the Fund from the Offering, all expenses (including fees and expenses of beneficial interestcounsel) reasonably incurred in connection with investigating, $0.00001 par value per sharepreparing, at pursuing or defending any claim, suit, action, proceeding, investigation or inquiry related to, arising out of or in connection with the Activities, whether or not pending or threatened and whether or not any Indemnified Person is a minimum market price of $ per shareparty, as set forth above. The time period during Company will not, without Xxxxxx Xxxxxxx’x prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any claim, suit, action, proceeding, investigation or inquiry in respect of which sales are requested indemnification may be sought hereunder (whether or not any Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination includes a release of each Indemnified Person from any liabilities arising out of such claim, suit, action, proceeding, investigation or inquiry. No Indemnified Person seeking indemnification, reimbursement or contribution under this agreement (the “Indemnification Agreement”) will, without our prior written consent, which shall not be unreasonably withheld, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any claim, suit, action, proceeding, investigation or inquiry referred to in the preceding paragraph. If such indemnification were not to be made available for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company (including the net proceeds from the Shares sold by Xxxxxx Xxxxxxx in the Offering before deducting expenses) and its partners and affiliates and other constituencies, on the one hand, and Xxxxxx Xxxxxxx, on the other hand, in the matters contemplated by the Marketing and Structuring Fee Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its partners and affiliates and other constituencies, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its partners and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Company or its partners or affiliates and other constituencies, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which Xxxxxx Xxxxxxx has been retained to perform financial services bears to the fees paid to Xxxxxx Xxxxxxx under the Marketing and Structuring Fee Agreement; provided that in no event shall the Company contribute less than the amount necessary to assure that Xxxxxx Xxxxxxx is not liable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by Xxxxxx Xxxxxxx pursuant to the Marketing and Structuring Fee Agreement. [Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by Xxxxxx Xxxxxxx, on the other hand. This Indemnification Agreement, together with the Marketing and Structuring Fee Agreement, any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this agreement) that relate to the Offering of the Shares, represents the entire agreement between the Company and the Indemnified Parties with respect to the marketing and structuring fee paid to Xxxxxx Xxxxxxx under the Marketing and Structuring Fee Agreement. The Company acknowledges that in connection with the Offering of the Shares: (i) Xxxxxx Xxxxxxx has acted at arms length, is not an agent of, and owes no fiduciary duties to, the Company, the Fund or any person affiliated with the Fund or the Company, (ii) Xxxxxx Xxxxxxx owes the Company only those duties and obligations set forth in this Indemnification Agreement and (iii) Xxxxxx Xxxxxxx may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims any of the Company, the Fund or any person affiliated with the Fund or the Company may have against Xxxxxx Xxxxxxx arising from an alleged breach of fiduciary duty in connection with the offering of the Shares. The provisions of this Indemnification Agreement shall apply to the Activities and any modification thereof and shall remain in full force and effect regardless of any termination or the completion of Xxxxxx Xxxxxxx’x services under the Marketing and Structuring Fee Agreement. This Indemnification Agreement may not be assigned by either party without prior written consent of the other party. No more than shares provision of this Indemnification Agreement may be sold amended or waived except by an instrument in writing signed by the parties hereto. This Indemnification Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed in and to be performed in that state. This Indemnification Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one trading day.] Commission/Discountagreement. Delivery of an executed signature page of this Indemnification Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. Very truly yours, XXXXX XXXXX MANAGEMENT By: 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)Name: Xxxxxxxxx X. Marius Title: Vice President Accepted and agreed to as of the date first above written: XXXXXX XXXXXXX & CO. SCHEDULE 2INCORPORATED By: Name: Title:

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund Company 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 Company by an officer or Trustee of the Fund Company in his or her capacity as an officer or Trustee of the Fund Company 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 FundCompany. [END OF TEXT] This Agreement shall be effective as of the date first written above. XXXXX XXXXX MANAGEMENT By: Name: Title: Agreed and Accepted: RBC CAPITAL MARKETS, LLC By: Name: Title: [Structuring Fee Agreement – Signature Page] Indemnification Agreement March [ ], 2013 RBC Capital Markets, LLC Three World Financial Center, 8th Floor 000 Xxxxx Xxxxxx, New York, New York 10281-8098 Ladies and Gentlemen: In connection with the engagement of RBC Capital Markets, LLC (the “Bank”) to advise and assist the undersigned, Xxxxx Xxxxx Management (together with its affiliates, subsidiaries, successors and assigns, the “Company”), with respect to the matters set forth in the Structuring Fee Agreement dated March [ ], 2013 between the Company and the Bank (the “Agreement”), in the event that the Bank, any of its affiliates, each other person, if any, controlling the Bank or any of its affiliates, their respective officers, current and former directors, employees and agents or the successors or assigns of any of the foregoing persons (the Bank and each such other person or entity being referred to as an “Indemnified Party”) becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a “Proceeding”) with respect to the Agreement, the Company agrees to indemnify, defend and hold each Indemnified Party harmless to the fullest extent permitted by law, from and against any losses, claims, damages, liabilities and expenses, including incurred fees and expenses of counsel to the Indemnified Parties, with respect to the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted primarily from the bad faith, gross negligence or willful misconduct of such Indemnified Party. In addition, in the event that an Indemnified Party becomes involved in any capacity in any Proceeding with respect to the Agreement, the Company will reimburse such Indemnified Party for legal and other expenses (including the cost of any investigation and preparation) as such expenses are incurred by such Indemnified Party in connection therewith; provided that in any Proceeding, the Company shall be entitled to select counsel, except that the Indemnified Party shall have the right to select and employ separate counsel (including local counsel), and the Company shall bear the fees, costs and expenses as incurred of such separate counsel (and local counsel) only if (i) the use of counsel chosen by the Company to represent the Indemnified Party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such Proceeding include both the Indemnified Party and the Company and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Company, (iii) the Company shall not have employed counsel satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the institution of such Proceeding or (iv) the Company shall authorize the Indemnified Party to employ separate counsel at the expense of the Company. Promptly as reasonably practicable after receipt by an Indemnified Party of notice of the commencement of any Proceeding, such Indemnified Party will, if a claim in respect thereof is to be made under this paragraph, notify the Company in writing of the commencement thereof; but the failure so to notify the Company (i) will not relieve the Company from liability under this paragraph to the extent it is not materially prejudiced as a result thereof and (ii) in any event shall not relieve the Company from any liability which it may have otherwise than on account of this Indemnification Agreement. The Company may participate at its own expense in the defense of any such action; provided, however, that counsel to the Company shall not (except with the consent of the Indemnified Parties) also be counsel to the Indemnified Parties. The Company shall not, without the prior written consent of the Indemnified Parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought hereunder (whether or not the Indemnified Parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each Indemnified Party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall, without the prior written consent of the Company, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought hereunder when the Company is an actual named party thereto, unless such settlement, compromise or consent (i) includes an unconditional release of each Company from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Company. If the foregoing correctly sets forth the understanding between the Fundsuch indemnification were not to be available for any reason, the Manager Company agrees to contribute to the losses, claims, damages, liabilities and Xxxxx, please so indicate expenses involved (i) in the space proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its stockholders and affiliates, on the one hand, and the Indemnified Parties, on the other hand, in the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided below for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its stockholders and affiliates, on the one hand, and the Indemnified Parties, on the other hand, as well as any other relevant equitable considerations. The Company agrees that purposefor the purposes of this paragraph the relative benefits received, whereupon or sought to be received, by the Company and its stockholders and affiliates, on the one hand, and the Indemnified Parties, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received by or paid to or contemplated to be received by or paid to the Company or its stockholders or affiliates, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which the Bank has been retained to perform services bears to the fees paid to the Bank under the Agreement; provided, that in no event shall the Company contribute less than the amount necessary to assure that the Indemnified Parties are not liable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by the Bank pursuant to the Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents (not including for these purposes any Indemnified Party)), on the one hand, or by the Bank, on the other hand. Notwithstanding the provisions of this letter paragraph, an Indemnified Party shall not be entitled to contribution from the Company if it is determined that such Indemnified Party was guilty of or liable for fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933, as amended) and the Company was not guilty of such fraudulent misrepresentation. The foregoing indemnity and contribution agreement shall be in addition to any rights that any Indemnified Party may have at common law or otherwise. The Company agrees that no Indemnified Party shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company with respect to the services performed pursuant to and in accordance with the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted primarily from the bad faith, gross negligence or willful misconduct of the Bank or any of its affiliates, directors, agents, employees or controlling persons in performing the services that are the subject of the Agreement. THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE SERVICES PERFORMED PURSUANT TO AND IN ACCORDANCE WITH THE AGREEMENT (“CLAIM”), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND THE INDEMNIFIED PARTIES CONSENT TO THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST THE BANK OR ANY INDEMNIFIED PARTY. EACH INDEMNIFIED PARTY AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of the Bank’s engagement under the Agreement. This Indemnification Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute a binding agreement between the Fund one and the Manager and Xxxxxsame agreement. Very truly yours, PIMCO Corporate & Income Opportunity Fund XXXXX XXXXX MANAGEMENT By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President Pacific Investment Management Company Agreed and Accepted: RBC CAPITAL MARKETS, 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 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 Structuring Fee 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 Structuring Fee Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the FundFund or the Adviser, as the case may be. [END OF TEXT] This Agreement shall be effective as of the date first written above. EATON VANCE MANAGEMENT By: ------------------------ Name: Title: Agreed and Accepted: WACHOVIA CAPITAL MARKETS, LLC By: ------------------------- Name: Title: [Structuring Fee Agreement] INDEMNIFICATION AGREEMENT [ ], 2006 Wachovia Capital Markets, LLC 375 Park Avenue New York, NY 10152 Ladies and Gentlemen: In connexxxxx xxxx xxx xxxxxxxxxx xx Xxxxxvia Capital Markets, LLC (the "Bank") to advise and assist the undersigned (together with its affiliates and subsidiaries, referred to as the "Company") with the matters set forth in the Structuring Fee Agreement dated [ ], 2006 between the Company and the Bank (the "Agreement"), in the event that the Bank becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a "Proceeding") with respect to the services performed pursuant to and in accordance with the Agreement, the Company agrees to indemnify, defend and hold the Bank harmless to the fullest extent permitted by law, from and against any losses, claims, damages, liabilities and expenses with respect to the services performed pursuant to and in accordance with the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted primarily from the gross negligence or willful misconduct of the Bank. In addition, in the event that the Bank becomes involved in any capacity in any Proceeding with respect to the services performed pursuant to and in accordance with the Agreement, the Company will reimburse the Bank for its legal and other expenses (including the cost of any investigation and preparation) as such expenses are incurred by the Bank in connection therewith. Promptly as reasonably practicable after receipt by the Bank of notice of the commencement of any Proceeding, the Bank will, if a claim in respect thereof is to be made against the Bank under this paragraph, notify the Company in writing of the commencement thereof; but the failure so to notify the Company (i) will not relieve the Company from liability under this paragraph to the extent it is not materially prejudiced as a result thereof and (ii) in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected as follows: counsel to the Underwriters and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall be selected by Wachovia; counsel to the Adviser, its directors, trustees, members and each of its officers who signed the Registration Statement and each person, if any, who controls the Adviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall be selected by the Adviser. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Underwriters and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Adviser, and each of its directors, trustees, members and each of its officers who signed the Registration Statement and each person, if any, who controls the Adviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. If such indemnification were not to be available for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its stockholders and affiliates, on the one hand, and the Bank, on the other hand, in the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its stockholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its stockholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Company or its stockholders or affiliates, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which the Bank has been retained to perform services bears to the fees paid to the Bank under the Agreement; provided, that in no event shall the Company contribute less than the amount necessary to assure that the Bank is not liable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by the Bank pursuant to the Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by the Bank, on the other hand. Notwithstanding the provisions of this paragraph, the Bank shall not be entitled to contribution from the Company if it is determined that the Bank was guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) and the Company was not guilty of such fraudulent misrepresentation. The Company will not settle any Proceeding in respect of which indemnity may be sought hereunder, whether or not the Bank is an actual or potential party to such Proceeding, without the Bank's prior written consent (which consent shall not be unreasonably withheld). For purposes of this Indemnification Agreement, the Bank shall include the Bank, any of its affiliates, each other person, if any, controlling the Bank or any of its affiliates, their respective officers, current and former directors, employees and agents, and the successors and assigns of all of the foregoing correctly sets forth persons. The foregoing indemnity and contribution agreement shall be in addition to any rights that any indemnified party may have at common law or otherwise. The Company will not be liable to the understanding between Bank for any such losses, claims, damages, liabilities or expenses arising from the Fundsale of securities by Eaton Vance Tax-Managed Premium and Dividend Income Fund to any perxxx xx x xxpy of a prospectus required to be delivered in connection with such sale which has been furnished to the underwriters of the offering of the securities (within a reasonable amount of time prior to such sale) shall not have been sent, mailed or given to such person, at or prior to the Manager written confirmation of the sale of such securities to such person, but only if and Xxxxxto the extent that such prospectus, please if so indicate sent or delivered, would have cured the defect giving rise to, and been a complete defense against the person asserting, such loss, claim, damage or liability. The Company agrees that neither the Bank nor any of its affiliates, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the space provided below for Company with respect to the services performed pursuant to and in accordance with the Agreement, except to the extent that purposeit shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, whereupon this letter claims, damages, liabilities or expenses incurred by the Company resulted primarily from the gross negligence or willful misconduct of the Bank in performing the services that are the subject of the Agreement. THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE SERVICES PERFORMED PURSUANT TO AND IN ACCORDANCE WITH THE AGREEMENT ("CLAIM"), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND THE BANK CONSENT TO THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST THE BANK OR ANY INDEMNIFIED PARTY. EACH OF THE BANK AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of the Bank's engagement. This Indemnification Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute a binding agreement between the Fund one and the Manager and Xxxxxsame agreement. Very truly yours, PIMCO Corporate & Income Opportunity Fund ByEATON VANCE MANAGEMENT Xx: /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 Accepted and agreed to as of the date first-first above written: JONESTRADING INSTITUTIONAL SERVICES WACHOVIA CAPITAL MARKETS, 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 2Structuring Fee Agreement]

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund Company 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 Company by an officer or Trustee of the Fund Company in his or her capacity as an officer or Trustee of the Fund Company 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 FundCompany. This Agreement shall be effective as of the date first written above. XXXXX XXXXX MANAGEMENT By: Name: Title: Agreed and Accepted: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: Indemnification Agreement March [—], 2013 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 100 Ladies and Gentlemen: In connection with the engagement of Citigroup Global Markets Inc. (the “Bank”) to advise and assist the undersigned, Xxxxx Xxxxx Management (the “Company”) with respect to the matters set forth in the Structuring Fee Agreement dated March [—], 2013 between the Company and the Bank (the “Agreement”), in the event that the Bank, any of its affiliates, each other person, if any, controlling the Bank or any of its affiliates, their respective officers, current and former directors, employees and agents or the successors or assigns of any of the foregoing persons (the Bank and each such other person or entity being referred to as an “Indemnified Party”) becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a “Proceeding”) with respect to the services performed pursuant to and in accordance with the Agreement, the Company agrees to indemnify, defend and hold each Indemnified Party harmless to the fullest extent permitted by law, from and against any losses, claims, damages, liabilities and expenses, including fees and expenses of counsel to the Indemnified Parties, with respect to the services performed pursuant to and in accordance with the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. In addition, in the event that an Indemnified Party becomes involved in any capacity in any Proceeding with respect to the services performed pursuant to and in accordance with the Agreement, the Company will reimburse such Indemnified Party for legal and other expenses (including the cost of any investigation and preparation) as such expenses are incurred by such Indemnified Party in connection therewith. Promptly as reasonably practicable after receipt by an Indemnified Party of notice of the commencement of any Proceeding, such Indemnified Party will, if a claim in respect thereof is to be made under this paragraph, notify the Company in writing of the commencement thereof; but the failure so to notify the Company (i) will not relieve the Company from liability under this paragraph to the extent it is not materially prejudiced as a result thereof and (ii) in any event shall not relieve the Company from any liability which it may have otherwise than on account of this Indemnification Agreement. Counsel to the Indemnified Parties shall be selected by the Bank. The Company may participate at its own expense in the defense of any such action; provided, however, that counsel to the Company shall not (except with the consent of the Indemnified Parties) also be counsel to the Indemnified Parties. The Company shall not, without the prior written consent of the Indemnified Parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought hereunder (whether or not the Indemnified Parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each Indemnified Party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. If the foregoing correctly sets forth the understanding between the Fundsuch indemnification were not to be available for any reason, the Manager Company agrees to contribute to the losses, claims, damages, liabilities and Xxxxx, please so indicate expenses involved (i) in the space proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its stockholders and affiliates, on the one hand, and the Indemnified Parties, on the other hand, in the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided below for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its stockholders and affiliates, on the one hand, and the Indemnified Parties, on the other hand, as well as any other relevant equitable considerations. The Company agrees that purposefor the purposes of this paragraph the relative benefits received, whereupon or sought to be received, by the Company and its stockholders and affiliates, on the one hand, and the Indemnified Parties, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received by or paid to or contemplated to be received by or paid to the Company or its stockholders or affiliates, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which the Bank has been retained to perform services bears to the fees paid to the Bank under the Agreement; provided, that in no event shall the Company contribute less than the amount necessary to assure that the Indemnified Parties are not liable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by the Bank pursuant to the Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by the Bank, on the other hand. Notwithstanding the provisions of this letter paragraph, an Indemnified Party shall not be entitled to contribution from the Company if it is determined that such Indemnified Party was guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933, as amended) and the Company was not guilty of such fraudulent misrepresentation. The Company will not settle any Proceeding in respect of which indemnity may be sought hereunder, whether or not an Indemnified Party is an actual or potential party to such Proceeding, without the Bank’s prior written consent (which consent shall not be unreasonably withheld). The foregoing indemnity and contribution agreement shall be in addition to any rights that any Indemnified Party may have at common law or otherwise. The Company agrees that no Indemnified Party shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company with respect to the services performed pursuant to and in accordance with the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted primarily from the gross negligence or willful misconduct of the Bank in performing the services that are the subject of the Agreement. THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE SERVICES PERFORMED PURSUANT TO AND IN ACCORDANCE WITH THE AGREEMENT (“CLAIM”), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND THE INDEMNIFIED PARTIES CONSENT TO THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST THE BANK OR ANY INDEMNIFIED PARTY. EACH INDEMNIFIED PARTY AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of the Bank’s engagement under the Agreement. This Indemnification Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute a binding agreement between the Fund one and the Manager and Xxxxxsame agreement. Very truly yours, PIMCO Corporate & Income Opportunity Fund XXXXX XXXXX MANAGEMENT By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President Pacific Investment Management Company LLC Agreed and Accepted: CITIGROUP GLOBAL MARKETS INC. 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 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 Structuring Fee 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 Structuring Fee Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the FundFund or the Adviser, as the case may be. [END OF TEXT] This Agreement shall be effective as of the date first written above. EATON VANCE MANAGEMENT By: ------------------------------------ Name: Title: Agreed and Accepted: WACHOVIA CAPITAL MARKETS, LLC By: -------------------------------- Name: Title: [Structuring Fee Agreement] INDEMNIFICATION AGREEMENT November ___, 2006 Wachovia Capital Markets, LLC 375 Park Avenue New York, NY 10152 Ladies and Gentlemen: In connexxxxx xxxx xxx xxxxxxxxxx xx Xxxxxvia Capital Markets, LLC (the "Bank") to advise and assist the undersigned (together with its affiliates and subsidiaries, referred to as the "Company") with the matters set forth in the Structuring Fee Agreement dated November ___, 2006 between the Company and the Bank (the "Agreement"), in the event that the Bank becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a "Proceeding") with respect to the services performed pursuant to and in accordance with the Agreement, the Company agrees to indemnify, defend and hold the Bank harmless to the fullest extent permitted by law, from and against any losses, claims, damages, liabilities and expenses with respect to the services performed pursuant to and in accordance with the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted primarily from the gross negligence or willful misconduct of the Bank. In addition, in the event that the Bank becomes involved in any capacity in any Proceeding with respect to the services performed pursuant to and in accordance with the Agreement, the Company will reimburse the Bank for its legal and other expenses (including the cost of any investigation and preparation) as such expenses are incurred by the Bank in connection therewith. Promptly after receipt by the Bank of notice of the commencement of any Proceeding, the Bank will, if a claim in respect thereof is to be made against the Bank under this paragraph, notify the Company in writing of the commencement thereof; but the failure so to notify the Company (i) will not relieve the Company from liability under this paragraph unless and to the extent the Company did not otherwise learn of such Proceeding and such failure results in the forfeiture by the Company of substantial rights and defenses and (ii) will not, in any event, relieve the Company from any obligations to the Bank other than the indemnification obligation provided above. The Company shall be entitled to appoint counsel of the Company's choice at the Company's expense to represent the Bank in any Proceeding for which indemnification is sought (in which case the Company shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Bank or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the Bank. Notwithstanding the Company's election to appoint counsel to represent the Bank in a Proceeding, the Bank shall have the right to employ one separate counsel (in addition to any local counsel), and the Company shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the Company to represent the Bank would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such Proceeding include both the Bank and the Company and the Bank shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the Company, (iii) the Company shall not have employed counsel satisfactory to the Bank to represent the Bank within a reasonable time after notice of the institution of such Proceeding or (iv) the Company shall authorize the Bank to employ separate counsel at the expense of the Company. In no event shall the Company be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Bank and/or the other Underwriters (as defined in the Underwriting Agreement) (taken as a group) that have entered into a structuring fee agreement, an additional compensation agreement or similar agreement pursuant to which the Company pays additional compensation to the respective Underwriter in connection with the offering contemplated in the Underwriting Agreement, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. If such indemnification were not to be available for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its stockholders and affiliates, on the one hand, and the Bank, on the other hand, in the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its stockholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its stockholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Company or its stockholders or affiliates, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which the Bank has been retained to perform services bears to the fees paid to the Bank under the Agreement; provided, that in no event shall the Company contribute less than the amount necessary to assure that the Bank is not liable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by the Bank pursuant to the Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by the Bank, on the other hand. Notwithstanding the provisions of this paragraph, the Bank shall not be entitled to contribution from the Company if it is determined that the Bank was guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) and the Company was not guilty of such fraudulent misrepresentation. The Company will not settle any Proceeding in respect of which indemnity may be sought hereunder, whether or not the Bank is an actual or potential party to such Proceeding, without the Bank's prior written consent (which consent shall not be unreasonably withheld). For purposes of this Indemnification Agreement, the Bank shall include the Bank, any of its affiliates, each other person, if any, controlling the Bank or any of its affiliates, their respective officers, current and former directors, employees and agents, and the successors and assigns of all of the foregoing correctly sets forth persons. The foregoing indemnity and contribution agreement shall be in addition to any rights that any indemnified party may have at common law or otherwise. The Company will not be liable to the understanding between Bank for any such losses, claims, damages, liabilities or expenses arising from the Fundsale of securities by Eaton Vance Tax-Managed Premium and Dividend Income Fund to any perxxx xx x xxpy of a prospectus required to be delivered in connection with such sale which has been furnished to the underwriters of the offering of the securities (within a reasonable amount of time prior to such sale) shall not have been sent, mailed or given to such person, at or prior to the Manager written confirmation of the sale of such securities to such person, but only if and Xxxxxto the extent that such prospectus, please if so indicate sent or delivered, would have cured the defect giving rise to, and been a complete defense against the person asserting, such loss, claim, damage or liability. The Company agrees that neither the Bank nor any of its affiliates, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the space provided below for Company with respect to the services performed pursuant to and in accordance with the Agreement, except to the extent that purposeit shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, whereupon this letter claims, damages, liabilities or expenses incurred by the Company resulted primarily from the gross negligence or willful misconduct of the Bank in performing the services that are the subject of the Agreement. THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE SERVICES PERFORMED PURSUANT TO AND IN ACCORDANCE WITH THE AGREEMENT ("CLAIM"), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND THE BANK CONSENT TO THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST THE BANK OR ANY INDEMNIFIED PARTY. EACH OF THE BANK AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of the Bank's engagement. This Indemnification Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute a binding agreement between the Fund one and the Manager and Xxxxxsame agreement. Very truly yours, PIMCO Corporate & Income Opportunity Fund ByEATON VANCE MANAGEMENT Xx: /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 Accepted and agreed to as of the date first-first above written: JONESTRADING INSTITUTIONAL SERVICES WACHOVIA CAPITAL MARKETS, 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 2Structuring Fee Agreement]

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund Company 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 Company by an officer or Trustee of the Fund Company in his or her capacity as an officer or Trustee of the Fund Company 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 FundCompany. [END OF TEXT] This Agreement shall be effective as of the date first written above. XXXXX XXXXX MANAGEMENT By: Name: Title: Agreed and Accepted: PERSHING LLC By: Name: Title: [Structuring Fee Agreement – Signature Page] Indemnification Agreement March [ ], 2013 Pershing LLC Three World Financial Center, 8th Floor 000 Xxxxx Xxxxxx, New York, New York 10281-8098 Ladies and Gentlemen: In connection with the engagement of Pershing LLC (the “Bank”) to advise and assist the undersigned, Xxxxx Xxxxx Management (together with its affiliates, subsidiaries, successors and assigns, the “Company”), with respect to the matters set forth in the Structuring Fee Agreement dated March [ ], 2013 between the Company and the Bank (the “Agreement”), in the event that the Bank, any of its affiliates, each other person, if any, controlling the Bank or any of its affiliates, their respective officers, current and former directors, employees and agents or the successors or assigns of any of the foregoing persons (the Bank and each such other person or entity being referred to as an “Indemnified Party”) becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a “Proceeding”) with respect to the Agreement, the Company agrees to indemnify, defend and hold each Indemnified Party harmless to the fullest extent permitted by law, from and against any losses, claims, damages, liabilities and expenses, including incurred fees and expenses of counsel to the Indemnified Parties, with respect to the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted primarily from the bad faith, gross negligence or willful misconduct of such Indemnified Party. In addition, in the event that an Indemnified Party becomes involved in any capacity in any Proceeding with respect to the Agreement, the Company will reimburse such Indemnified Party for legal and other expenses (including the cost of any investigation and preparation) as such expenses are incurred by such Indemnified Party in connection therewith; provided that in any Proceeding, the Company shall be entitled to select counsel, except that the Indemnified Party shall have the right to select and employ separate counsel (including local counsel), and the Company shall bear the fees, costs and expenses as incurred of such separate counsel (and local counsel) only if (i) the use of counsel chosen by the Company to represent the Indemnified Party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such Proceeding include both the Indemnified Party and the Company and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Company, (iii) the Company shall not have employed counsel satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the institution of such Proceeding or (iv) the Company shall authorize the Indemnified Party to employ separate counsel at the expense of the Company. Promptly as reasonably practicable after receipt by an Indemnified Party of notice of the commencement of any Proceeding, such Indemnified Party will, if a claim in respect thereof is to be made under this paragraph, notify the Company in writing of the commencement thereof; but the failure so to notify the Company (i) will not relieve the Company from liability under this paragraph to the extent it is not materially prejudiced as a result thereof and (ii) in any event shall not relieve the Company from any liability which it may have otherwise than on account of this Indemnification Agreement. The Company may participate at its own expense in the defense of any such action; provided, however, that counsel to the Company shall not (except with the consent of the Indemnified Parties) also be counsel to the Indemnified Parties. The Company shall not, without the prior written consent of the Indemnified Parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought hereunder (whether or not the Indemnified Parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each Indemnified Party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall, without the prior written consent of the Company, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought hereunder when the Company is an actual named party thereto, unless such settlement, compromise or consent (i) includes an unconditional release of each Company from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Company. If the foregoing correctly sets forth the understanding between the Fundsuch indemnification were not to be available for any reason, the Manager Company agrees to contribute to the losses, claims, damages, liabilities and Xxxxx, please so indicate expenses involved (i) in the space proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its stockholders and affiliates, on the one hand, and the Indemnified Parties, on the other hand, in the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided below for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its stockholders and affiliates, on the one hand, and the Indemnified Parties, on the other hand, as well as any other relevant equitable considerations. The Company agrees that purposefor the purposes of this paragraph the relative benefits received, whereupon or sought to be received, by the Company and its stockholders and affiliates, on the one hand, and the Indemnified Parties, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received by or paid to or contemplated to be received by or paid to the Company or its stockholders or affiliates, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which the Bank has been retained to perform services bears to the fees paid to the Bank under the Agreement; provided, that in no event shall the Company contribute less than the amount necessary to assure that the Indemnified Parties are not liable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by the Bank pursuant to the Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents (not including for these purposes any Indemnified Party)), on the one hand, or by the Bank, on the other hand. Notwithstanding the provisions of this letter paragraph, an Indemnified Party shall not be entitled to contribution from the Company if it is determined that such Indemnified Party was guilty of or liable for fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933, as amended) and the Company was not guilty of such fraudulent misrepresentation. The foregoing indemnity and contribution agreement shall be in addition to any rights that any Indemnified Party may have at common law or otherwise. The Company agrees that no Indemnified Party shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company with respect to the services performed pursuant to and in accordance with the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted primarily from the bad faith, gross negligence or willful misconduct of the Bank or any of its affiliates, directors, agents, employees or controlling persons in performing the services that are the subject of the Agreement. THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE SERVICES PERFORMED PURSUANT TO AND IN ACCORDANCE WITH THE AGREEMENT (“CLAIM”), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND THE INDEMNIFIED PARTIES CONSENT TO THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST THE BANK OR ANY INDEMNIFIED PARTY. EACH INDEMNIFIED PARTY AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of the Bank’s engagement under the Agreement. This Indemnification Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute a binding agreement between the Fund one and the Manager and Xxxxxsame agreement. Very truly yours, PIMCO Corporate & Income Opportunity Fund XXXXX XXXXX MANAGEMENT By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President Pacific Investment Management Company Agreed and Accepted: PERSHING 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 each of the Fund Funds and Eaton Vance is on file with the Secretary of State of The Commonwealth of Comxxxxxxxxx xf Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund and Eaton Vance, respectively, by an officer or Trustee of the Fund Fuxx xx Xxxxx Vance, as the case may be, in his or her capacity as an officer or xxxxxxx xx 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 FundFund or Eaton Vance, as the case may be. If the foregoing correctly sets forth the understanding between among the Fund, the Manager Investment Adviser and Xxxxxthe Underwriters, please so indicate in the space provided below for that purposebelow, whereupon this letter and your acceptance shall constitute a binding agreement between among the Fund Fund, the Investment Adviser and the Manager and XxxxxUnderwriters, severally. Very truly yours, PIMCO Corporate & Income Opportunity Fund EATON VANCE INSURED FLORIDA MUNXXXXXX XXXX FUND -------------------------- By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President Pacific Investment Management Company LLC EATON VANCE MANAGEMENT -------------------------- By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President ACCEPTED Accepted and agreed to as of the date first-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 themselves and the Fund that Xxxxx sell up to 14,500,000 shares of the Fund’s common shares of beneficial interestother several Underwriters named in Schedule A UBS Warburg LLC Merrill Lynch, $0.00001 par value per sharePierce, at a minimum market price of $ per shareFenner & Smith Incorporated A.G. Edwards & Sxxx, Xxc. The time period during which sales are requested to be made shall be Prudential Sexxxxxxes Xxxxxporated CIBC Wxxxx Xxxxxxx Corp. Wachovia Securities, Inc. Robert W. Baird & Co. Incorporated By: UBS WARBURG LLC -------------------------- By: Oscar Junquera Title: Managing Director -------------------------- Xx: Xxxx X. Reit Title: Executive Director SCHEDULE A NUMBER OF SHARES TO NAME BE PURCHASED UBS Warburg LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated A.G. Edwards & Sxxx, Xxc. [No more than shares may be sold in any one trading day.] Commission/Discount: ADDITIONAL SALES PARAMETERS MAY BE ADDEDPrudexxxxx Sexxxxxxes Xxxxxporated CIBC Wxxxx Xxxxxxx Corp. Wachovia Securities, SUCH AS SPECIFIC DATES Inc. Robert W. Baird & Co. Incorporated TOTAL SCHEDULE B FORM OF OPINION OF KIRKPATRICK & LOCKHART LLP REGARDING 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 2FUND

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 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 of the Fund under or arising out of this Agreement are not binding upon any of the Trusteestrustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. This agreement shall be effective as of the date first written above. Very Truly Yours, NUVEEN FUND ADVISORS, LLC By: Name: Title: NUVEEN SENIOR INCOME FUND By: Name: Title: Accepted and agreed to as of the date first above written: XXXXXX XXXXXXX & CO. LLC By: Name: Title: INDEMNIFICATION AGREEMENT [ ], 2016 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: In connection with the engagement of Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) to advise and assist Nuveen Senior Income Fund (together with its successors and assigns, referred to as the “Fund”) with the matters set forth in the Structuring Fee Agreement dated the date hereof among the Fund, Nuveen Fund Advisors, LLC (the “Adviser”) and Xxxxxx Xxxxxxx (the “Fee Agreement”), in the event that Xxxxxx Xxxxxxx becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a “Proceeding”) with respect to the services performed in connection with, or arising out of, or based upon the Fee Agreement, including, without limitation, related services and activities prior to the date of the Fee Agreement, the Fund and the Adviser have, jointly and severally, agreed to indemnify and hold harmless Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx’x affiliates and their respective officers, directors, employees and agents and each other person, if any, controlling Xxxxxx Xxxxxxx or any of Xxxxxx Xxxxxxx’x affiliates (Xxxxxx Xxxxxxx and each such other person being an “Indemnified Person”) from and against any losses, claims, damages or liabilities related to, arising out of or in connection with the activities (the “Activities”) performed by any Indemnified Person in connection with, or arising out of, or based upon, the Fee Agreement and/or any action taken by any Indemnified Person in connection therewith (including, without limitation, any presentation given by the Fund or any affiliate of the Fund and an Indemnified Person relating to the Term Preferred Shares, Series 2021 with a liquidation preference of $1,000 per share (the “Term Preferred Shares”) of the Fund), and will reimburse each Indemnified Person for all expenses (including reasonably incurred fees and expenses of counsel) as they are incurred in connection with investigating, preparing, pursuing or defending any Proceeding related to, arising out of or in connection with the Activities, whether or not pending or threatened and whether or not any Indemnified Person is a party. The Fund and the Adviser will not, however, be responsible for any losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith, gross negligence or willful misconduct of any Indemnified Person. The Fund and the Adviser also agree that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Fund or the Adviser related to, arising out of or in connection with the Activities, except for any such liability for losses, claims, damages or liabilities incurred by the Fund or the Adviser that are finally judicially determined to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnified Person. Notwithstanding the foregoing, in no event shall the Fund or the Adviser be responsible for any losses, claims, damages or liabilities to any Indemnified Person arising from any such Proceeding in excess of the gross proceeds received by the Fund from the offering of the Term Preferred Shares of the Fund (the “Offering”); provided, however, that the Fund and the Adviser shall, as set forth above, jointly and severally indemnify and be responsible for, regardless of the gross proceeds received by the Fund from the Offering, all expenses (including reasonably incurred fees and expenses of counsel) incurred in connection with investigating, preparing, pursuing or defending any Proceeding related to, arising out of or in connection with the Activities, whether or not pending or threatened and whether or not any Indemnified Person is a party, as set forth above. The Fund and the Adviser will not, without Xxxxxx Xxxxxxx’x prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination includes a release of each Indemnified Person from any liabilities arising out of such Proceeding. No Indemnified Person seeking indemnification, reimbursement or contribution under this agreement (the “Indemnification Agreement”) will, without the Fund’s and the Adviser’s prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Proceeding. Promptly as reasonably practicable after receipt by an Indemnified Person of notice of the commencement of any Proceeding, the Indemnified Person will, if a claim in respect thereof is to be made under this Indemnification Agreement, notify the Fund and the Adviser in writing of the commencement thereof; but the failure so to notify the Fund or the Adviser (i) will not relieve the Fund and the Adviser from liability under this Indemnification Agreement to the extent they are not materially prejudiced as a result thereof and (ii) in any event shall not relieve the Fund and the Adviser from any liability which they may have otherwise than an account of this Indemnification Agreement. If such indemnification were not to be available for any reason, the foregoing correctly sets forth Fund and the understanding Adviser, jointly and severally, agree to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Fund or the Adviser (including, in the case of the Fund, the net proceeds from the Term Preferred Shares sold by Xxxxxx Xxxxxxx in the Offering before deducting expenses) and its equity holders and affiliates, on the one hand, and Xxxxxx Xxxxxxx, on the other hand, in the matters contemplated by the Fee Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Fund and the Adviser and their equity holders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Fund and the Adviser agree that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Fund and the Adviser and their equity holders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received by or paid to or contemplated to be received by or paid to the Fund and the Adviser or their equity holders or affiliates, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which Xxxxxx Xxxxxxx has been retained to perform financial services bears to the fees paid to Xxxxxx Xxxxxxx under the Fee Agreement; provided that in no event shall the Fund and the Adviser contribute less than the amount necessary to assure that Xxxxxx Xxxxxxx is not liable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by Xxxxxx Xxxxxxx pursuant to the Fee Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Fund or the Adviser or other conduct by the Fund or the Adviser (or their employees or other agents), on the one hand, or by Xxxxxx Xxxxxxx, on the other hand. This Indemnification Agreement, together with the Fee Agreement, any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this agreement) that relate to the Offering, represents the entire agreement between the Fund, the Manager Adviser and Xxxxxthe Indemnified Persons with respect to the fee paid to Xxxxxx Xxxxxxx under the Fee Agreement. The Fund and the Adviser acknowledge that in connection with the services performed pursuant to the Fee Agreement: (i) Xxxxxx Xxxxxxx has acted at arm’s length, please so indicate in is not an agent of, and owes no fiduciary duties to, the space provided below for that purposeFund, whereupon this letter shall constitute a binding agreement between the Adviser or any person affiliated with the Fund or the Adviser, (ii) Xxxxxx Xxxxxxx owes the Fund and the Manager Adviser only those duties and Xxxxx. Very truly yours, PIMCO Corporate & Income Opportunity Fund By: /s/ Xxxxx X. obligations set forth in this Indemnification Agreement and the Fee Agreement and (iii) Xxxxxx 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 may have interests that differ from those 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 Fund and the Adviser. The Fund and the Adviser waive to the terms and subject full extent permitted by applicable law any claims any of the Fund, the Adviser or any person affiliated with the Fund or the Adviser may have against Xxxxxx Xxxxxxx arising from an alleged breach of fiduciary duty in connection with the services performed pursuant to the conditions contained Fee Agreement. The provisions of this Indemnification Agreement shall apply to the Activities and any modification thereof and shall remain in full force and effect regardless of any termination or the Capital On Demand™ Sales completion of Xxxxxx Xxxxxxx’x services under the Fee Agreement. This Indemnification Agreement between PIMCO Corporate & Income Opportunity Fund may not be assigned by either party without prior written consent of the other party. No provision of this Indemnification Agreement may be amended or waived except by an instrument in writing signed by the parties hereto. This Indemnification Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Indemnification Agreement (the “FundClaim”), Pacific Investment Management Company LLC directly or indirectly, shall be governed by and JonesTrading Institutional Services LLC construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (“Xxxxx”and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) dated March 23in any such Claim and irrevocably waives, 2017to the fullest extent permitted by law, I any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 of the Fee Agreement shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX, THE FUND AND THE ADVISER WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT. EACH OF XXXXXX XXXXXXX, THE FUND AND THE ADVISER AGREE THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX, THE FUND AND THE ADVISER, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX, THE FUND OR THE ADVISER ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. This Indemnification Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Indemnification Agreement by facsimile or other electronic transmission that accurately depicts a manual signature shall be effective as delivery of a manually executed counterpart hereof. A copy of the Declaration of Trust of the Fund is on file with the Secretary of the Commonwealth of Massachusetts, and notice hereby request is given that this Indemnification 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 Xxxxx sell up to 14,500,000 shares the obligations of the Fund under or arising out of this Indemnification 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’s common shares . Very Truly Yours, NUVEEN FUND ADVISORS, LLC By: Name: Title: NUVEEN SENIOR INCOME FUND By: Name: Title: Accepted and agreed to as of beneficial interest, $0.00001 par value per share, at a minimum market price of $ per sharethe date first above written: XXXXXX XXXXXXX & CO. 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/DiscountLLC By: 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 2Name:

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of each of the Fund Funds and Eaton Vance is on file with the Secretary of State of The Commonwealth of Comxxxxxxxxx xf Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund and Eaton Vance, respectively, by an officer or Trustee of the Fund Fuxx xx Xxxxx Vance, as the case may be, in his or her capacity as an officer or xxxxxxx xx 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 FundFund or Eaton Vance, as the case may be. If the foregoing correctly sets forth xxxx xxxxx the understanding between among the Fund, the Manager Investment Adviser and Xxxxxthe Underwriters, please so indicate in the space provided below for that purposebelow, whereupon this letter and your acceptance shall constitute a binding agreement between among the Fund Fund, the Investment Adviser and the Manager and XxxxxUnderwriters, severally. Very truly yours, PIMCO Corporate & Income Opportunity Fund EATON VANCE LIMITED DURATION INCOME FUND -------------------------- By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President Pacific Investment Management Company LLC EATON VANCE MANAGEMENT -------------------------- By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President ACCEPTED Accepted and agreed to as of the date first-first above written: JONESTRADING INSTITUTIONAL SERVICES , on behalf of themselves and the other several Underwriters named in Schedule A UBS WARBURG LLC By: /s/ Xxxxx XxXxxx NameUBS WARBURG LLC -------------------------- By: Xxxxx XxXxxx Oscar Junquera Title: CFO Managing Director -------------------------- Xx: Xxxx X. Reit Title: Executive Director SCHEDULE 1 A NUMBER OF SHARES TO NAME BE PURCHASED ---- ------------ UBS Warburg LLC Citigroup Global Markets Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated A.G. Edwards & Xxxx, Inc. RBC Xxxx Raxxxxxx Inxxxxxrated Wells Fargx Xxxxxxxxxx, LLC H&R Block Fixxxxxxx Xxxxxors, Inc. Fahnxxxxxk & Co. Inc. J.J.B. Hilliard, W.L. Lyons, Inc. Janney Montxxxxxx Xxxtt LLC McDonald Invxxxxxxxx Ixx., x XxxCorp Coxxxxx Qxxxx & Xxxxxx, Xnc. A XxxxxXxston Financial Company TOTAL A-1 SCHEDULE B 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 OPINION OF KIRKPATRICK & 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 LOCKHART LLP REGARDING 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 2FUND