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

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among the Fund, the Investment Adviser, the Sub-Adviser and the Underwriters, please so indicate in the space provided below, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser, the Sub-Adviser and the Underwriters, severally. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES FUND By: Title: NUVEEN FUND ADVISORS, INC. By: Title: SYMPHONY ASSET MANAGEMENT LLC By: Title: Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC By: Title: By: Title: SCHEDULE A Underwriters Number of Shares UBS Securities LLC [—] Total SCHEDULE B FORM OF OPINION OF K&L GATES LLP REGARDING THE FUND SCHEDULE C FORM OF OPINION OF INTERNAL COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 SCHEDULE D FORM OF OPINION OF [—] REGARDING SYMPHONY ASSET MANAGEMENT, LLC SCHEDULE E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTER

Appears in 1 contract

Samples: Underwriting Agreement (Nuveen Short Duration Credit Opportunities Fund)

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Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among between the Fund, the Investment Adviser, the Sub-Adviser Manager and the UnderwritersXxxxx, please so indicate in the space provided belowbelow for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among between the Fund, the Investment Adviser, the Sub-Adviser Fund and the Underwriters, severallyManager and Xxxxx. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES FUND PIMCO Income Opportunity Fund By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: NUVEEN FUND ADVISORS, INC. By: Title: SYMPHONY ASSET MANAGEMENT President Pacific Investment Management Company LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Accepted and agreed to Co-COO ACCEPTED 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 Income Opportunity Fund (the “Fund”), Pacific Investment Management Company LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated July 6, 2018, I hereby request on behalf of themselves and the other several Underwriters named Fund that Xxxxx sell up to 3,000,000 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 Schedule A UBS SECURITIES LLC Byany one trading day.] Commission/Discount: Title: By: Title: 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 A Underwriters Number of Shares UBS Securities LLC [—] Total SCHEDULE B FORM OF OPINION OF K&L GATES LLP REGARDING THE FUND SCHEDULE C FORM OF OPINION OF INTERNAL COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 SCHEDULE D FORM OF OPINION OF [—] REGARDING SYMPHONY ASSET MANAGEMENT, LLC SCHEDULE E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTER2

Appears in 1 contract

Samples: Sales Agreement (PIMCO Income Opportunity Fund)

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among between the Fund, the Investment Adviser, the Sub-Adviser Manager and the UnderwritersXxxxx, please so indicate in the space provided belowbelow for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among between the Fund, the Investment Adviser, the Sub-Adviser Fund and the Underwriters, severallyManager and Xxxxx. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES FUND PIMCO Dynamic Income Opportunities Fund By: __________________________ Name: Title: NUVEEN FUND ADVISORS, INC. Pacific Investment Management Company LLC By: __________________________ Name: Title: SYMPHONY ASSET MANAGEMENT LLC By: Title: Accepted and agreed to ACCEPTED as of the date first first-above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES : JONESTRADING INSTITUTIONAL SERVICES LLC By: Title: By__________________________ Name: Title: SCHEDULE A Underwriters Number of Shares UBS Securities LLC [—] Total SCHEDULE B 1 FORM OF OPINION OF K&L GATES LLP REGARDING 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 Dynamic Income Opportunities Fund (the “Fund”), Pacific Investment Management Company LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated February 8, 2023, I hereby request on behalf of the Fund that Xxxxx sell up to [•] shares of the Fund’s common shares of beneficial interest, $0.00001 par value per share, at a minimum market price of $ per share. 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 FUND 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 C FORM OF OPINION OF INTERNAL COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 SCHEDULE D FORM OF OPINION OF [—] REGARDING SYMPHONY ASSET MANAGEMENT, LLC SCHEDULE E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTER2

Appears in 1 contract

Samples: Sales Agreement (PIMCO Dynamic Income Opportunities Fund)

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund 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. If the foregoing correctly sets forth the is in accordance with your understanding among of our agreement, please sign and return to the Fund, the Investment Adviser, the Sub-Adviser and the Underwriters, please so indicate in the space provided belowSubadviser a counterpart hereof, whereupon this letter and your acceptance shall constitute instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund, the Investment Adviser, the Sub-Adviser and the Underwriters, severallySubadviser in accordance with its terms. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES ENERGY MLP TOTAL RETURN FUND ByBy Name: Kxxxx X. XxXxxxxx Title: Vice President NUVEEN FUND ADVISORS INC. By Name: Gxxxxxx X. Xxxxxxxxx Title: Managing Director FIDUCIARY ASSET MANAGEMENT, INC. By its Sole Member: By Name: Title: NUVEEN FUND ADVISORS[Underwriting Agreement] CONFIRMED AND ACCEPTED, INC. By: Title: SYMPHONY ASSET MANAGEMENT LLC By: Title: Accepted and agreed to as of the date first above written: By: WXXXX FARGO SECURITIES, on behalf of LLC By: Name: Jxxxx Xxxx Title: Managing Director For themselves and as Representatives of the other several Underwriters named in Schedule Exhibit A UBS SECURITIES LLC By: Title: By: Title: SCHEDULE hereto. EXHIBIT A Underwriters Name of Underwriter Number of Shares UBS Initial Securities Wxxxx Fargo Securities, LLC [—[ ] Mxxxxxx Xxxxx, Xxxxxx, Fxxxxx & Sxxxx Incorporated [ ] Citigroup Global Markets Inc. [ ] Mxxxxx Sxxxxxx & Co. Incorporated [ ] Nuveen Investments, LLC [ ] [ ] [ ] Total SCHEDULE [ ] EXHIBIT B FORM OF OPINION OF K&L GATES LLP REGARDING THE FUND SCHEDULE COUNSEL EXHIBIT C FORM OF OPINION OF INTERNAL ADVISER’S COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 SCHEDULE EXHIBIT D FORM OF OPINION OF [—SUBADVISER’S COUNSEL Schedule A Public Offering Price: $20.00 per Share Underwriting discounts and commissions: $0.90 per Share Shares offered: [ ] REGARDING SYMPHONY ASSET MANAGEMENT, LLC SCHEDULE Over-allotment options: [ ] EXHIBIT E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTERPRICE-RELATED INFORMATION NUVEEN ENERGY MLP TOTAL RETURN FUND Public offering price: $20.00 per share Underwriting discounts and commissions: $0.90 per share Shares offered: [ ] Over-allotment option: [ ]

Appears in 1 contract

Samples: Underwriting Agreement (Nuveen Energy MLP Total Return Fund)

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among between the Fund, the Investment Adviser, the Sub-Adviser Manager and the UnderwritersXxxxx, please so indicate in the space provided belowbelow for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among between the Fund, the Investment Adviser, the Sub-Adviser Fund and the Underwriters, severallyManager and Xxxxx. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES FUND PIMCO Income Strategy Fund II By: /s/ Xxxxx Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: NUVEEN FUND ADVISORS, INC. By: Title: SYMPHONY ASSET MANAGEMENT President Pacific Investment Management Company LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Accepted and agreed to Managing Director ACCEPTED 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 Income Strategy Fund II (the “Fund”), Pacific Investment Management Company LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated September 7, 2018, I hereby request on behalf of themselves and the other several Underwriters named Fund that Xxxxx sell up to [•] shares of the Fund’s common shares of beneficial interest, $0.00001 par value per share, at a minimum market price of $ per share. The time period during which sales are requested to be made shall be . [No more than shares may be sold in Schedule A UBS SECURITIES LLC Byany one trading day.] Commission/Discount: Title: By: Title: 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 A Underwriters Number of Shares UBS Securities LLC [—] Total SCHEDULE B FORM OF OPINION OF K&L GATES LLP REGARDING THE FUND SCHEDULE C FORM OF OPINION OF INTERNAL COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 SCHEDULE D FORM OF OPINION OF [—] REGARDING SYMPHONY ASSET MANAGEMENT, LLC SCHEDULE E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTER2

Appears in 1 contract

Samples: Sales Agreement (PIMCO Income Strategy Fund II)

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 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. If the foregoing correctly sets forth the is in accordance with your understanding among of our agreement, please sign and return to the Fund, the Investment Adviser, the Sub-Adviser and the Underwriters, please so indicate in the space provided belowSubadviser a counterpart hereof, whereupon this letter and your acceptance shall constitute instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund, the Investment Adviser, the Sub-Adviser and the Underwriters, severallySubadviser in accordance with its terms. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES ENERGY MLP TOTAL RETURN FUND ByBy Name: Kxxxx X. XxXxxxxx Title: Vice President NUVEEN FUND ADVISORS INC. By Name: Gxxxxxx X. Xxxxxxxxx Title: Managing Director FIDUCIARY ASSET MANAMENT, INC. By its Sole Member: By Name: Title: NUVEEN FUND ADVISORS[Underwriting Agreement] CONFIRMED AND ACCEPTED, INC. By: Title: SYMPHONY ASSET MANAGEMENT LLC By: Title: Accepted and agreed to as of the date first above written: By: WXXXX FARGO SECURITIES, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC By: Name: Jxxxx Xxxx Title: Managing Director MXXXXXX LYNCH, PXXXXX, FXXXXX & SXXXX INCORPORATED By: Name: [Axxxxx Xxxxxx] Title: [Director] NUVEEN INVESTMENTS, LLC By: Name: Title: By: Name: Title: SCHEDULE For themselves and as Representatives of the Underwriters named in Exhibit A Underwriters hereto. EXHIBIT A Name of Underwriter Number of Shares UBS Initial Securities Wxxxx Fargo Securities, LLC [—[ ] Mxxxxxx Xxxxx, Xxxxxx, Fxxxxx & Sxxxx Incorporated [ ] Nuveen Investments, LLC [ ] [ ] [ ] Total SCHEDULE [ ] EXHIBIT B FORM OF OPINION OF K&L GATES LLP REGARDING THE FUND SCHEDULE COUNSEL EXHIBIT C FORM OF OPINION OF INTERNAL ADVISER’S COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 SCHEDULE EXHIBIT D FORM OF OPINION OF [—SUBADVISER’S COUNSEL Schedule A Public Offering Price: $20.00 per Share Underwriting discounts and commissions: $0.90 per Share Shares offered: [ ] REGARDING SYMPHONY ASSET MANAGEMENT, LLC SCHEDULE Over-allotment options: [ ] EXHIBIT E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTERPRICE-RELATED INFORMATION NUVEEN ENERGY MLP TOTAL RETURN FUND Public offering price: $20.00 per share Underwriting discounts and commissions: $0.90 per share Shares offered: [ ] Over-allotment option: [ ]

Appears in 1 contract

Samples: Underwriting Agreement (Nuveen Energy MLP Total Return Fund)

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among between the Fund, the Investment Adviser, the Sub-Adviser Manager and the UnderwritersXxxxx, please so indicate in the space provided belowbelow for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among between the Fund, the Investment Adviser, the Sub-Adviser Fund and the Underwriters, severallyManager and Xxxxx. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES FUND PIMCO Income Strategy Fund II By: ___________________________ Name: Title: NUVEEN FUND ADVISORS, INC. Pacific Investment Management Company LLC By: ___________________________ Name: Title: SYMPHONY ASSET MANAGEMENT LLC By: Title: Accepted and agreed to ACCEPTED as of the date first first-above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES : JONESTRADING INSTITUTIONAL SERVICES LLC By: Title: By___________________________ Name: Title: SCHEDULE A Underwriters Number of Shares UBS Securities LLC [—] Total SCHEDULE B 1 FORM OF OPINION OF K&L GATES LLP REGARDING 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 Income Strategy Fund II (the “Fund”), Pacific Investment Management Company LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated June 7, 2019, I hereby request on behalf of the Fund that Xxxxx sell up to ____________ shares of the Fund’s common shares of beneficial interest, $0.00001 par value per share, at a minimum market price of $_______ per share. 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 FUND 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 C FORM OF OPINION OF INTERNAL COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 SCHEDULE D FORM OF OPINION OF [—] REGARDING SYMPHONY ASSET MANAGEMENT, LLC SCHEDULE E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTER2

Appears in 1 contract

Samples: Sales Agreement (PIMCO Income Strategy Fund II)

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among between the Fund, the Investment Adviser, the Sub-Adviser Manager and the UnderwritersXxxxx, please so indicate in the space provided belowbelow for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among between the Fund, the Investment Adviser, the Sub-Adviser Fund and the Underwriters, severallyManager and Xxxxx. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES FUND PIMCO Dynamic Income Fund By: _______________________ Name: Title: NUVEEN FUND ADVISORS, INC. Pacific Investment Management Company LLC By: _______________________ Name: Title: SYMPHONY ASSET MANAGEMENT LLC By: Title: Accepted and agreed to ACCEPTED as of the date first first-above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES : JONESTRADING INSTITUTIONAL SERVICES LLC By: Title: By_______________________ Name: Title: SCHEDULE A Underwriters Number of Shares UBS Securities LLC [—] Total SCHEDULE B 1 FORM OF OPINION OF K&L GATES LLP REGARDING 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™ Third Amended and Restated Sales Agreement between PIMCO Dynamic Income Fund (the “Fund”), Pacific Investment Management Company LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated September 28, 2023, I hereby request on behalf of the Fund that Xxxxx sell up to [•] shares of the Fund’s common shares of beneficial interest, $0.00001 par value per share, at a minimum market price of $_______ per share. 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 FUND 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 C FORM OF OPINION OF INTERNAL COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 SCHEDULE D FORM OF OPINION OF [—] REGARDING SYMPHONY ASSET MANAGEMENT, LLC SCHEDULE E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTER2

Appears in 1 contract

Samples: Sales Agreement (PIMCO Dynamic Income Fund)

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The the Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among the Fund, the Investment Adviser, the Sub-Adviser Manager and the Underwriters, please so indicate in the space provided below, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser, the Sub-Adviser Manager and the Underwriters, severally. Very truly yours, NUVEEN SHORT DURATION PIMCO DYNAMIC CREDIT OPPORTUNITIES INCOME FUND By: Title: NUVEEN ALLIANZ GLOBAL INVESTORS FUND ADVISORS, INC. By: Title: SYMPHONY ASSET MANAGEMENT LLC By: Title: Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC By: Title: By: Title: SCHEDULE A Underwriters Number of Shares UBS Securities LLC [•] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] Total [ ] SCHEDULE B FORM OF OPINION OF K&L GATES ROPES & XXXX LLP REGARDING THE FUND [Provided under separate cover.] SCHEDULE C FORM OF OPINION OF INTERNAL COUNSEL [•] REGARDING NUVEEN ALLIANZ GLOBAL INVESTORS FUND ADVISORS MANAGEMENT LLC [Provided under separate cover.] Schedule C-1 SCHEDULE D FORM OF OPINION OF [] REGARDING SYMPHONY ASSET MANAGEMENT, PACIFIC INVESTMENT MANAGEMENT COMPANY LLC [Provided under separate cover.] Schedule D-1 SCHEDULE E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTERLOCK UP AGREEMENT [Provided under separate cover.] Schedule E-1 PURCHASERS SUBJECT TO LOCK UP AGREEMENTS [To come.]

Appears in 1 contract

Samples: Underwriting Agreement (PIMCO Dynamic Credit Income Fund)

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among between the Fund, the Investment Adviser, the Sub-Adviser Manager and the UnderwritersXxxxx, please so indicate in the space provided belowbelow for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among between the Fund, the Investment Adviser, the Sub-Adviser Manager and the Underwriters, severallyXxxxx. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES AGIC CONVERTIBLE & INCOME FUND By: /s/ Xxxxxxxx X. Xxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxx Title: NUVEEN Treasurer and Principal Financial and Accounting Officer ALLIANZ GLOBAL INVESTORS FUND ADVISORS, INC. By: Title: SYMPHONY ASSET MANAGEMENT LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Accepted Management Board and agreed to Managing Director ACCEPTED as of the date first first-above written: JONESTRADING INSTITUTIONAL SERVICES LLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Chief Financial Officer 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 among AGIC Convertible & Income Fund (the “Fund”), Allianz Global Investors Fund Management LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated December [4], 2012, I hereby request on behalf of themselves and the other several Underwriters named Fund that Xxxxx sell up to [ ] shares of the Fund’s common stock , $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 Schedule A UBS SECURITIES LLC By: Title: By: Title: any one trading day.] [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 A Underwriters Number of Shares UBS Securities LLC [—] Total SCHEDULE B FORM OF OPINION OF K&L GATES LLP REGARDING THE FUND SCHEDULE C FORM OF OPINION OF INTERNAL COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 SCHEDULE D FORM OF OPINION OF [—] REGARDING SYMPHONY ASSET MANAGEMENT, LLC SCHEDULE E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTER2

Appears in 1 contract

Samples: Sales Agreement (AGIC Convertible & Income Fund)

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among between the Fund, the Investment Adviser, the Sub-Adviser Manager and the UnderwritersXxxxx, please so indicate in the space provided belowbelow for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among between the Fund, the Investment Adviser, the Sub-Adviser Fund and the Underwriters, severallyManager and Xxxxx. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES FUND PIMCO Income Strategy Fund By: Name: Title: NUVEEN FUND ADVISORS, INC. Pacific Investment Management Company LLC By: Name: Title: SYMPHONY ASSET MANAGEMENT LLC By: Title: Accepted and agreed to ACCEPTED as of the date first first-above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES : JONESTRADING INSTITUTIONAL SERVICES LLC By: Title: ByName: Title: SCHEDULE A Underwriters Number of Shares UBS Securities LLC [—] Total SCHEDULE B 1 FORM OF OPINION OF K&L GATES LLP REGARDING 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 Income Strategy Fund (the “Fund”), Pacific Investment Management Company LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated June 7, 2019, I hereby request on behalf of the Fund that Xxxxx sell up to ____________ shares of the Fund’s common shares of beneficial interest, $0.00001 par value per share, at a minimum market price of $_______ per share. 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 FUND 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 C FORM OF OPINION OF INTERNAL COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 SCHEDULE D FORM OF OPINION OF [—] REGARDING SYMPHONY ASSET MANAGEMENT, LLC SCHEDULE E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTER2

Appears in 1 contract

Samples: Sales Agreement (Pimco Income Strategy Fund)

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund 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. If the foregoing correctly sets forth the is in accordance with your understanding among of our agreement, please sign and return to the Fund, the Investment Adviser, the Sub-Adviser and the Underwriters, please so indicate in the space provided belowSubadviser a counterpart hereof, whereupon this letter and your acceptance shall constitute instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund, the Investment Adviser, the Sub-Adviser and the Underwriters, severallySubadviser in accordance with its terms. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES MORTGAGE OPPORTUNITY TERM FUND ByBy Name: Title: NUVEEN FUND ADVISORS, INC. ByASSET MANAGEMENT By Name: Title: SYMPHONY ASSET WELLINGTON MANAGEMENT LLC ByCOMPANY, LLP By Name: Title: Accepted and agreed to CONFIRMED AND ACCEPTED, as of the date first above written: XXXXX FARGO SECURITIES, on behalf of LLC XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED UBS SECURITIES LLC NUVEEN INVESTMENTS, LLC By: XXXXX FARGO SECURITIES, LLC By: Authorized Signatory For themselves and as Representatives of the other several Underwriters named in Schedule Exhibit A UBS SECURITIES LLC By: Title: By: Title: SCHEDULE hereto. EXHIBIT A Underwriters Name of Underwriter Number of Shares Initial Securities Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated UBS Securities LLC [—] Nuveen Investments, LLC Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxxx Xxxxx & Associates, Inc. RBC Capital Markets Corporation Xxxxxx, Xxxxxxxx & Company, Incorporated J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC Ladenburg Xxxxxxxx & Co. Inc. Maxim Group LLC Xxxxxxxxxx Securities, Inc. Total SCHEDULE EXHIBIT B FORM OF OPINION OF K&L GATES LLP REGARDING THE FUND SCHEDULE COUNSEL EXHIBIT C FORM OF OPINION OF INTERNAL ADVISER’S COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 SCHEDULE EXHIBIT D FORM OF OPINION OF [—SUBADVISER’S COUNSEL EXHIBIT E PRICE-RELATED INFORMATION NUVEEN MORTGAGE OPPORTUNITY TERM FUND Public offering price: $25.00 per share Underwriting discounts and commissions: $1.125 per share Proceeds, before expenses to the Fund: $[ ] REGARDING SYMPHONY ASSET MANAGEMENT, LLC SCHEDULE E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTERper share Shares offered: Over-allotment option:

Appears in 1 contract

Samples: Underwriting Agreement (Nuveen Mortgage Opportunity Term Fund)

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among between the Fund, the Investment Adviser, the Sub-Adviser Manager and the UnderwritersXxxxx, please so indicate in the space provided belowbelow for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among between the Fund, the Investment Adviser, the Sub-Adviser Manager and the Underwriters, severallyXxxxx. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES AGIC CONVERTIBLE & INCOME FUND II By: /s/ Xxxxxxxx X. Xxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxx Title: NUVEEN Treasurer and Principal Financial and Accounting Officer ALLIANZ GLOBAL INVESTORS FUND ADVISORS, INC. By: Title: SYMPHONY ASSET MANAGEMENT LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Accepted Management Board and agreed to Managing Director ACCEPTED as of the date first datefirst-above written: JONESTRADING INSTITUTIONAL SERVICES LLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Chief Financial Officer 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 among AGIC Convertible & Income Fund II (the “Fund”), Allianz Global Investors Fund Management LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated December [4], 2012, I hereby request on behalf of themselves and the other several Underwriters named Fund that Xxxxx sell up to [ ] shares of the Fund’s common stock , $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 Schedule A UBS SECURITIES LLC By: Title: By: Title: any one trading day.] [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 A Underwriters Number of Shares UBS Securities LLC [—] Total SCHEDULE B FORM OF OPINION OF K&L GATES LLP REGARDING THE FUND SCHEDULE C FORM OF OPINION OF INTERNAL COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 SCHEDULE D FORM OF OPINION OF [—] REGARDING SYMPHONY ASSET MANAGEMENT, LLC SCHEDULE E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTER2

Appears in 1 contract

Samples: Sales Agreement (AGIC Convertible & Income Fund II)

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among between the Fund, the Investment Adviser, the Sub-Adviser Manager and the UnderwritersXxxxx, please so indicate in the space provided belowbelow for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among between the Fund, the Investment Adviser, the Sub-Adviser Fund and the Underwriters, severallyManager and Xxxxx. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES FUND PIMCO Corporate & Income Strategy Fund By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: NUVEEN FUND ADVISORS, INC. By: Title: SYMPHONY ASSET MANAGEMENT Senior Vice President Pacific Investment Management Company LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Accepted Managing Director and agreed to Co-Chief Operating Officer ACCEPTED as of the date first first-above written: JONESTRADING INSTITUTIONAL SERVICES LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: 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 Demand™ Sales Agreement between PIMCO Corporate & Income Strategy Fund (the “Fund”), Pacific Investment Management Company LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated December 3, 2020, I hereby request on behalf of themselves and the other several Underwriters named Fund that Xxxxx sell up to [●] shares of the Fund’s common shares of beneficial interest, $0.00001 par value per share, at a minimum market price of $ per share. The time period during which sales are requested to be made shall be . [No more than shares may be sold in Schedule A UBS SECURITIES LLC Byany one trading day.] Commission/Discount: Title: By: Title: 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 A Underwriters Number of Shares UBS Securities LLC [—] Total SCHEDULE B FORM OF OPINION OF K&L GATES LLP REGARDING THE FUND SCHEDULE C FORM OF OPINION OF INTERNAL COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 SCHEDULE D FORM OF OPINION OF [—] REGARDING SYMPHONY ASSET MANAGEMENT, LLC SCHEDULE E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTER2

Appears in 1 contract

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

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among between the Fund, the Investment Adviser, the Sub-Adviser Manager and the UnderwritersXxxxx, please so indicate in the space provided belowbelow for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among between the Fund, the Investment Adviser, the Sub-Adviser Fund and the Underwriters, severallyManager and Xxxxx. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES FUND PIMCO Dynamic Income Fund By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: NUVEEN FUND ADVISORS, INC. By: Title: SYMPHONY ASSET MANAGEMENT President Pacific Investment Management Company LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Accepted and agreed to President ACCEPTED 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 Dynamic Income 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 other several Underwriters named Fund that Xxxxx sell up to 9,500,000 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 Schedule A UBS SECURITIES LLC Byany one trading day.] Commission/Discount: Title: By: Title: 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 A Underwriters Number of Shares UBS Securities LLC [—] Total SCHEDULE B FORM OF OPINION OF K&L GATES LLP REGARDING THE FUND SCHEDULE C FORM OF OPINION OF INTERNAL COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 SCHEDULE D FORM OF OPINION OF [—] REGARDING SYMPHONY ASSET MANAGEMENT, LLC SCHEDULE E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTER2

Appears in 1 contract

Samples: Management Agreement (PIMCO Dynamic Income Fund)

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among between the Fund, the Investment Adviser, the Sub-Adviser Manager and the UnderwritersXxxxx, please so indicate in the space provided belowbelow for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among between the Fund, the Investment Adviser, the Sub-Adviser Fund and the Underwriters, severallyManager and Xxxxx. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES FUND PIMCO Municipal Income Fund II By: Name: Title: NUVEEN FUND ADVISORS, INC. Pacific Investment Management Company LLC By: Name: Title: SYMPHONY ASSET MANAGEMENT LLC By: Title: Accepted and agreed to ACCEPTED as of the date first first-above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES : JONESTRADING INSTITUTIONAL SERVICES LLC By: Title: ByName: Title: SCHEDULE A Underwriters Number of Shares UBS Securities LLC [—] Total SCHEDULE B 1 FORM OF OPINION OF K&L GATES LLP REGARDING 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 Municipal Income Fund (the “Fund”), Pacific Investment Management Company LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated August 10, 2022, I hereby request on behalf of the Fund that Xxxxx sell up to [•] shares of the Fund’s common shares of beneficial interest, $0.00001 par value per share, at a minimum market price of $ per share. 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 FUND 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 C FORM OF OPINION OF INTERNAL COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 SCHEDULE D FORM OF OPINION OF [—] REGARDING SYMPHONY ASSET MANAGEMENT, LLC SCHEDULE E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTER2

Appears in 1 contract

Samples: Sales Agreement (Pimco Municipal Income Fund Ii)

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 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. If the foregoing correctly sets forth the is in accordance with your understanding among the Fund, the Investment Adviser, the Sub-Adviser and the Underwritersof our agreement, please so indicate in sign and return to us the space provided belowenclosed duplicate hereof, whereupon this letter and your acceptance shall constitute represent a binding agreement among the Fund, the Investment Adviser, the Sub-Adviser Subadviser and the several Underwriters, severally. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES MORTGAGE OPPORTUNITY TERM FUND 2 By: Name: Title: NUVEEN FUND ADVISORS, INC. ASSET MANAGEMENT By: Name: Title: SYMPHONY ASSET WELLINGTON MANAGEMENT LLC COMPANY, LLP By: Name: Title: Accepted The foregoing Agreement is hereby confirmed and agreed to accepted as of the date first above written, on behalf of . CITIGROUP GLOBAL MARKETS INC. XXXXXX XXXXXXX & CO. INCORPORATED By: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: By: XXXXXX XXXXXXX & CO. INCORPORATED By: Name: Title: For themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC By: Title: By: Title: I to the foregoing Agreement. SCHEDULE A I Underwriters Number of Shares UBS Underwritten Securities to be Purchased Citigroup Global Markets Inc. [•] Xxxxxx Xxxxxxx & Co. Incorporated [•] Nuveen Investments, LLC [] Total SCHEDULE B FORM OF OPINION OF K&L GATES LLP REGARDING THE FUND SCHEDULE C FORM OF OPINION OF INTERNAL COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 SCHEDULE D FORM OF OPINION OF [—] REGARDING SYMPHONY ASSET MANAGEMENTJ.J.B. Xxxxxxxx, X.X. Xxxxx, LLC SCHEDULE E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTER[•] Xxxxxx Xxxxxxxxxx Xxxxx LLC [•] Ladenburg Xxxxxxxx & Co. Inc. [•] Maxim Group LLC [•] RBC Capital Markets Corporation [•] Xxxxxx, Xxxxxxxx & Company, Incorporated [•] TOTAL: [•] Exhibit A PRICE-RELATED INFORMATION NUVEEN MORTGAGE OPPORTUNITY TERM FUND 2 Price: $25.00 Shares offered: [ ] Over-allotment option: [ ] Exhibit B Opinion of Fund’s Counsel Exhibit C Opinion of Adviser’s Counsel Exhibit D

Appears in 1 contract

Samples: Underwriting Agreement (Nuveen Mortgage Opportunity Term Fund 2)

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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 is in accordance with your understanding among of our agreement, please sign and return to the Fund, the Investment Adviser, Adviser and the Sub-Adviser and the Underwriters, please so indicate in the space provided belowAdvisers a counterpart hereof, whereupon this letter and your acceptance shall constitute instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund, the Investment Adviser, Adviser and the Sub-Adviser and the Underwriters, severallyAdvisers in accordance with its terms. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES FIRST TRUST DYNAMIC EUROPE EQUITY INCOME FUND ByBy ------------------------------------ Name: Title: NUVEEN FUND ADVISORS, INC. ByFIRST TRUST ADVISORS L.P. By ------------------------------------ Name: Title: SYMPHONY ASSET MANAGEMENT LLC ByXXXXXXXXX GLOBAL INVESTORS (NORTH AMERICA) INC. By ------------------------------------ Name: Title: Accepted and agreed to XXXXXXXXX INVESTMENT MANAGEMENT LIMITED By ------------------------------------ Name: Title: 39 CONFIRMED AND ACCEPTED, as of the date first above written: XXXXX FARGO SECURITIES, on behalf of themselves and the other several Underwriters named in Schedule A LLC XXXXXX XXXXXXX & CO. LLC UBS SECURITIES LLC By: Title: XXXXX FARGO SECURITIES, LLC By: Title-------------------------------------- Authorized Signatory By: SCHEDULE XXXXXX XXXXXXX & CO. LLC By: -------------------------------------- Authorized Signatory By: UBS SECURITIES LLC By: -------------------------------------- Authorized Signatory By: -------------------------------------- Authorized Signatory For themselves and as Representatives of the Underwriters named in Exhibit A Underwriters hereto. EXHIBIT A Number of Shares UBS Name of Underwriter Initial Securities LLC [—] Total SCHEDULE B FORM OF OPINION OF K&L GATES LLP REGARDING THE FUND SCHEDULE C FORM OF OPINION OF INTERNAL COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 SCHEDULE D FORM OF OPINION OF [—] REGARDING SYMPHONY ASSET MANAGEMENT------------------- ------------------ Xxxxx Fargo Securities, LLC SCHEDULE E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTER[ ] TOTAL UNDERWRITERS [ ]

Appears in 1 contract

Samples: Underwriting Agreement (First Trust Dynamic Europe Equity Income Fund)

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund 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. If the foregoing correctly sets forth the is in accordance with your understanding among of our agreement, please sign and return to the Fund, the Investment Adviser, the Sub-Adviser and the Underwriters, please so indicate in the space provided belowSubadviser a counterpart hereof, whereupon this letter and your acceptance shall constitute instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund, the Investment Adviser, the Sub-Adviser and the Underwriters, severallySubadviser in accordance with its terms. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES MORTGAGE OPPORTUNITY TERM FUND By: Name: Title: NUVEEN FUND ADVISORS, INC. ASSET MANAGEMENT By: Name: Title: SYMPHONY ASSET WELLINGTON MANAGEMENT LLC COMPANY LLP By: Name: Title: Accepted and agreed to CONFIRMED AND ACCEPTED, as of the date first above written: WXXXX FARGO SECURITIES, on behalf of LLC NUVEEN INVESTMENTS LLP [REPRESENTATIVES] By: WXXXX FARGO SECURITIES, LLC By __________________________________ Authorized Signatory For themselves and as Representatives of the other several Underwriters named in Schedule Exhibit A UBS SECURITIES LLC By: Title: By: Title: SCHEDULE hereto. EXHIBIT A Underwriters Name of Underwriter Number of Shares UBS Initial Securities Wxxxx Fargo Securities, LLC [—] Nuveen Investments LLP Total SCHEDULE EXHIBIT B FORM OF OPINION OF K&L GATES LLP REGARDING THE FUND SCHEDULE COUNSEL EXHIBIT C FORM OF OPINION OF INTERNAL ADVISER COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 SCHEDULE EXHIBIT D FORM OF OPINION OF [—SUBADVISER COUNSEL EXHIBIT E PRICE-RELATED INFORMATION NUVEEN MULTI-CURRENCY SHORT-TERM GOVERNMENT INCOME FUND Public offering price: $25.00 per share Underwriting discounts and commissions: $0.[ ] REGARDING SYMPHONY ASSET MANAGEMENTper share Proceeds, LLC SCHEDULE E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTERbefore expenses to the Fund: $[ ] per share Shares offered: Over-allotment option:

Appears in 1 contract

Samples: Underwriting Agreement (Nuveen Mortgage Opportunity Term Fund)

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Dealer Manager Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Dealer Manager Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the is in accordance with your understanding among the Fund, the Investment Adviser, the Sub-Adviser and the Underwritersof our agreement, please so indicate in the space provided belowbelow for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser, the Sub-Adviser Manager and the Underwriters, severallyDealer Manager. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES PIMCO INCOME STRATEGY FUND / PIMCO INCOME STRATEGY FUND II By: Name: Title: NUVEEN ALLIANZ GLOBAL INVESTORS FUND ADVISORS, INC. By: Title: SYMPHONY ASSET MANAGEMENT LLC By: Name: Title: Accepted The foregoing Dealer Manager Agreement is hereby confirmed and agreed to accepted as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A . UBS SECURITIES LLC By: Name: Title: By: Name: Title: SCHEDULE Exhibit A Underwriters Number PIMCO Income Strategy Fund / PIMCO Income Strategy Fund II [—] Common Shares Issuable Upon Exercise of Transferable Rights to Subscribe for Such Shares SELLING GROUP AGREEMENT UBS Securities LLC 000 Xxxx Xxxxxx New York, New York 10171-0026 Ladies and Gentlemen: We understand that [PIMCO Income Strategy Fund / PIMCO Income Strategy Fund II], (the “Fund”) is issuing to its shareholders of record (“Record Date Shareholders”) as of the close of business on [—], 2010 (the “Record Date”) transferable rights (“Rights”) to subscribe for an aggregate of up to [—] Total SCHEDULE B FORM OF OPINION OF K&L GATES LLP REGARDING THE FUND SCHEDULE C FORM OF OPINION OF INTERNAL COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 SCHEDULE D FORM OF OPINION OF shares (the “Shares”) of the Fund’s common shares of beneficial interest, par value $0.00001 per share (the “Common Shares”), upon the terms and subject to the conditions set forth in the Fund’s Prospectus (the “Prospectus”) dated [—], 2010 (the “Offer”). Pursuant to the terms of the Offer, the Fund is issuing each Record Date Shareholder one transferable right (each a “Right” and, collectively, the “Rights”) for each Common Share held by such Record Date Shareholder on the Record Date. Such Rights entitle their holders to acquire during the subscription period set forth in the Prospectus (the “Subscription Period”), at the price set forth in such Prospectus (the “Subscription Price”), one Share for each [—] REGARDING SYMPHONY ASSET MANAGEMENTRights (except that any Record Date Shareholder who is issued fewer than [—] Rights will be able to subscribe for one full Share pursuant to the primary subscription), LLC SCHEDULE E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTERon the terms and conditions set forth in such Prospectus. No fractional Shares will be issued. Any Record Date Shareholder who fully exercises all Rights initially issued to such Record Date Shareholder (other than those Rights that cannot be exercised because they represent the right to acquire less than one Share) will be entitled to subscribe for, subject to allocation, additional Shares (the “Over-Subscription Privilege”) on the terms and conditions set forth in such Prospectus. The Rights are transferable and are expected to be listed on the New York Stock Exchange, Inc. PIMCO Income Strategy Fund /

Appears in 1 contract

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

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among between the Fund, the Investment Adviser, the Sub-Adviser Manager and the UnderwritersXxxxx, please so indicate in the space provided belowbelow for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among between the Fund, the Investment Adviser, the Sub-Adviser Fund and the Underwriters, severallyManager and Xxxxx. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES FUND PIMCO Income Strategy Fund By: /s/ Xxxxx Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: NUVEEN FUND ADVISORS, INC. By: Title: SYMPHONY ASSET MANAGEMENT President Pacific Investment Management Company LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Accepted and agreed to Managing Director ACCEPTED 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 Income Strategy Fund (the “Fund”), Pacific Investment Management Company LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated September 7, 2018, I hereby request on behalf of themselves and the other several Underwriters named Fund that Xxxxx sell up to [•] shares of the Fund’s common shares of beneficial interest, $0.00001 par value per share, at a minimum market price of $ per share. The time period during which sales are requested to be made shall be . [No more than shares may be sold in Schedule A UBS SECURITIES LLC Byany one trading day.] Commission/Discount: Title: By: Title: 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 A Underwriters Number of Shares UBS Securities LLC [—] Total SCHEDULE B FORM OF OPINION OF K&L GATES LLP REGARDING THE FUND SCHEDULE C FORM OF OPINION OF INTERNAL COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 SCHEDULE D FORM OF OPINION OF [—] REGARDING SYMPHONY ASSET MANAGEMENT, LLC SCHEDULE E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTER2

Appears in 1 contract

Samples: Sales Agreement (Pimco Income Strategy Fund)

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Dealer Manager Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Dealer Manager Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the is in accordance with your understanding among the Fund, the Investment Adviser, the Sub-Adviser and the Underwritersof our agreement, please so indicate in the space provided belowbelow for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser, the Sub-Adviser Manager and the Underwriters, severallyDealer Manager. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES PIMCO INCOME STRATEGY FUND / PIMCO INCOME STRATEGY FUND II By: Name: Title: NUVEEN ALLIANZ GLOBAL INVESTORS FUND ADVISORS, INC. By: Title: SYMPHONY ASSET MANAGEMENT LLC By: Name: Title: Accepted The foregoing Dealer Manager Agreement is hereby confirmed and agreed to accepted as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A . UBS SECURITIES LLC By: Name: Title: By: Name: Title: SCHEDULE Exhibit A Underwriters Number PIMCO Income Strategy Fund / PIMCO Income Strategy Fund II [—] Common Shares Issuable Upon Exercise of Transferable Rights to Subscribe for Such Shares SELLING GROUP AGREEMENT UBS Securities LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: We understand that [PIMCO Income Strategy Fund / PIMCO Income Strategy Fund II], (the “Fund”) is issuing to its shareholders of record (“Record Date Shareholders”) as of the close of business on [—], 2010 (the “Record Date”) transferable rights (“Rights”) to subscribe for an aggregate of up to [—] Total SCHEDULE B FORM OF OPINION OF K&L GATES LLP REGARDING THE FUND SCHEDULE C FORM OF OPINION OF INTERNAL COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 SCHEDULE D FORM OF OPINION OF shares (the “Shares”) of the Fund’s common shares of beneficial interest, par value $0.00001 per share (the “Common Shares”), upon the terms and subject to the conditions set forth in the Fund’s Prospectus (the “Prospectus”) dated [—], 2010 (the “Offer”). Pursuant to the terms of the Offer, the Fund is issuing each Record Date Shareholder one transferable right (each a “Right” and, collectively, the “Rights”) for each Common Share held by such Record Date Shareholder on the Record Date. Such Rights entitle their holders to acquire during the subscription period set forth in the Prospectus (the “Subscription Period”), at the price set forth in such Prospectus (the “Subscription Price”), one Share for each [—] REGARDING SYMPHONY ASSET MANAGEMENTRights (except that any Record Date Shareholder who is issued fewer than [—] Rights will be able to subscribe for one full Share pursuant to the primary subscription), on the terms and conditions set forth in such Prospectus. No fractional Shares will be issued. Any Record Date Shareholder who fully exercises all Rights initially issued to such Record Date Shareholder (other than those Rights that cannot be exercised because they represent the right to acquire less than one Share) will be entitled to subscribe for, subject to allocation, additional Shares (the “Over-Subscription Privilege”) on the terms and conditions set forth in such Prospectus. The Rights are transferable and are expected to be listed on the New York Stock Exchange, Inc. PIMCO Income Strategy Fund / PIMCO Income Strategy Fund II Rights Offer Expiring [—], 2010, unless extended We further understand that the Fund has appointed UBS Securities LLC SCHEDULE E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTERto act as the dealer manager (the “Dealer Manager”) in connection with the Offer and has authorized the Dealer Manager to form and manage a group of broker-dealers (each a “Selling Group Member” and collectively the “Selling Group”) to solicit the exercise of Rights and to sell Shares purchased by the Dealer Manager from the Fund through the exercise of Rights. We hereby express our interest in participating in the Offer as a Selling Group Member. We hereby agree with you as follows:

Appears in 1 contract

Samples: Soliciting Dealer Agreement

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration certificate of Trust 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 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 of the Fund individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among the Fund, the Investment AdviserAdvisor, the Sub-Adviser Advisor and the Underwriters, please so indicate in the space provided below, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment AdviserAdvisor, the Sub-Adviser Advisor and the Underwriters, severally. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES FUND BlackRock Municipal Target Term Trust By: Title: NUVEEN FUND ADVISORSBlackRock Advisors, INC. LLC By: Title: SYMPHONY ASSET MANAGEMENT BlackRock Investment Management LLC By: Title: Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC By: Title: By: Title: SCHEDULE A Underwriters Number of Shares UBS Securities LLC [— ] Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx [ ] Incorporated [ ] Citigroup Global Markets Inc. [ ] Xxxxxx Xxxxxxx & Co. LLC [ ] Xxxxx Fargo Securities, LLC [ ] Ameriprise Financial Services, Inc. [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] Total [ ] SCHEDULE B B-1 FORM OF OPINION OF K&L GATES SKADDEN, ARPS, SLATE, XXXXXXX & XXXX LLP REGARDING THE FUND TO BE DELIVERED PURSUANT TO SECTION 6(e) Schedule B-1-1 SCHEDULE C B-2 FORM OF 10b-5 OPINION OF SKADDEN, ARPS, SLATE, XXXXXXX & XXXX LLP TO BE DELIVERED PURSUANT TO SECTION 6(e) SCHEDULE B-3 FORM OF TAX OPINION OF SKADDEN, ARPS, SLATE, XXXXXXX & XXXX LLP TO BE DELIVERED PURSUANT TO SECTION 6(e) SCHEDULE C-1 FORM OF OPINION OF INTERNAL COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 FOR BLACKROCK ADVISORS, LLC TO BE DELIVERED PURSUANT TO SECTION 6(f) SCHEDULE D C-2 FORM OF OPINION OF [—] REGARDING SYMPHONY ASSET INTERNAL COUNSEL FOR BLACKROCK INVESTMENT MANAGEMENT, LLC SCHEDULE E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTERTO BE DELIVERED PURSUANT TO SECTION 6(f)

Appears in 1 contract

Samples: Underwriting Agreement (BlackRock Municipal Target Term Trust)

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among between the Fund, the Investment Adviser, the Sub-Adviser Manager and the UnderwritersXxxxx, please so indicate in the space provided belowbelow for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among between the Fund, the Investment Adviser, the Sub-Adviser Fund and the Underwriters, severallyManager and Xxxxx. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES FUND PIMCO Dynamic Credit and Mortgage Income Fund By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: NUVEEN FUND ADVISORS, INC. By: Title: SYMPHONY ASSET MANAGEMENT Senior Vice President Pacific Investment Management Company LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Accepted Managing Director and agreed to Co-Chief Operating Officer ACCEPTED as of the date first first-above written: JONESTRADING INSTITUTIONAL SERVICES LLC By: /s/ Xxxxx XxXxxx Name: Xxxxx XxXxxx Title: Chief Financial Officer 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 Dynamic Credit and Mortgage Income Fund (the “Fund”), Pacific Investment Management Company LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated December 5, 2019, I hereby request on behalf of themselves and the other several Underwriters named Fund that Xxxxx sell up to [•] shares of the Fund’s common shares of beneficial interest, $0.00001 par value per share, at a minimum market price of $ per share. The time period during which sales are requested to be made shall be . [No more than shares may be sold in Schedule A UBS SECURITIES LLC Byany one trading day.] Commission/Discount: Title: By: Title: 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 A Underwriters Number of Shares UBS Securities LLC [—] Total SCHEDULE B FORM OF OPINION OF K&L GATES LLP REGARDING THE FUND SCHEDULE C FORM OF OPINION OF INTERNAL COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 SCHEDULE D FORM OF OPINION OF [—] REGARDING SYMPHONY ASSET MANAGEMENT, LLC SCHEDULE E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTER2

Appears in 1 contract

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

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among between the Fund, the Investment Adviser, the Sub-Adviser Manager and the UnderwritersXxxxx, please so indicate in the space provided belowbelow for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among between the Fund, the Investment Adviser, the Sub-Adviser Fund and the Underwriters, severallyManager and Xxxxx. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES FUND PIMCO Corporate & Income Opportunity Fund By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: NUVEEN FUND ADVISORS, INC. By: Title: SYMPHONY ASSET MANAGEMENT Senior Vice President Pacific Investment Management Company LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Accepted Managing Director and agreed to Co-Chief Operating Officer ACCEPTED 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 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 July 3, 2019, I hereby request on behalf of themselves and the other several Underwriters named Fund that Xxxxx sell up to shares of the Fund’s common shares of beneficial interest, $0.00001 par value per share, at a minimum market price of $ per share. The time period during which sales are requested to be made shall be . [No more than shares may be sold in Schedule A UBS SECURITIES LLC Byany one trading day.] Commission/Discount: Title: By: Title: 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 A Underwriters Number of Shares UBS Securities LLC [—] Total SCHEDULE B FORM OF OPINION OF K&L GATES LLP REGARDING THE FUND SCHEDULE C FORM OF OPINION OF INTERNAL COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 SCHEDULE D FORM OF OPINION OF [—] REGARDING SYMPHONY ASSET MANAGEMENT, LLC SCHEDULE E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTER2

Appears in 1 contract

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

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among between the Fund, the Investment Adviser, the Sub-Adviser Manager and the UnderwritersXxxxx, please so indicate in the space provided belowbelow for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among between the Fund, the Investment Adviser, the Sub-Adviser Fund and the Underwriters, severallyManager and Xxxxx. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES FUND PIMCO High Income Fund By: Name: Title: NUVEEN FUND ADVISORS, INC. Pacific Investment Management Company LLC By: Name: Title: SYMPHONY ASSET MANAGEMENT LLC By: Title: Accepted and agreed to ACCEPTED as of the date first first-above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES : JONESTRADING INSTITUTIONAL SERVICES LLC By: Title: ByName: Title: SCHEDULE A Underwriters Number of Shares UBS Securities LLC [—] Total SCHEDULE B 1 FORM OF OPINION OF K&L GATES LLP REGARDING 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 High Income Opportunities Fund (the “Fund”), Pacific Investment Management Company LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated May 31, 2022, I hereby request on behalf of the Fund that Xxxxx sell up to [•] shares of the Fund’s common shares of beneficial interest, $0.00001 par value per share, at a minimum market price of $ per share. 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 FUND 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 C FORM OF OPINION OF INTERNAL COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 SCHEDULE D FORM OF OPINION OF [—] REGARDING SYMPHONY ASSET MANAGEMENT, LLC SCHEDULE E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTER2

Appears in 1 contract

Samples: Sales Agreement (Pimco High Income Fund)

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among between the Fund, the Investment Adviser, the Sub-Adviser Manager and the UnderwritersXxxxx, please so indicate in the space provided belowbelow for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among between the Fund, the Investment Adviser, the Sub-Adviser Fund and the Underwriters, severallyManager and Xxxxx. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES FUND PIMCO Corporate & Income Opportunity Fund By: __________________________ Name: Title: NUVEEN FUND ADVISORS, INC. Pacific Investment Management Company LLC By: __________________________ Name: Title: SYMPHONY ASSET MANAGEMENT LLC By: Title: Accepted and agreed to ACCEPTED as of the date first first-above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES : JONESTRADING INSTITUTIONAL SERVICES LLC By: Title: By__________________________ Name: Title: SCHEDULE A Underwriters Number of Shares UBS Securities LLC [—] Total SCHEDULE B 1 FORM OF OPINION OF K&L GATES LLP REGARDING 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™ Third Amended and Restated Sales Agreement between PIMCO Corporate & Income Opportunity Fund (the “Fund”), Pacific Investment Management Company LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated September 28, 2023, I hereby request on behalf of the Fund that Xxxxx sell up to [•] shares of the Fund’s common shares of beneficial interest, $0.00001 par value per share, at a minimum market price of $_______ per share. 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 FUND 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 C FORM OF OPINION OF INTERNAL COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 SCHEDULE D FORM OF OPINION OF [—] REGARDING SYMPHONY ASSET MANAGEMENT, LLC SCHEDULE E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTER2

Appears in 1 contract

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

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among between the Fund, the Investment Adviser, the Sub-Adviser Manager and the UnderwritersXxxxx, please so indicate in the space provided belowbelow for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among between the Fund, the Investment Adviser, the Sub-Adviser Fund and the Underwriters, severallyManager and Xxxxx. Very truly yours, NUVEEN SHORT DURATION CREDIT OPPORTUNITIES FUND [Fund Name] By: Name: Title: NUVEEN FUND ADVISORS, INC. Pacific Investment Management Company LLC By: Name: Title: SYMPHONY ASSET MANAGEMENT LLC By: Title: Accepted and agreed to ACCEPTED as of the date first first-above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES : JONESTRADING INSTITUTIONAL SERVICES LLC By: Title: ByName: Title: SCHEDULE A Underwriters Number of Shares UBS Securities LLC [—] Total SCHEDULE B 1 FORM OF OPINION OF K&L GATES LLP REGARDING 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 [Fund Name] (the “Fund”), Pacific Investment Management Company LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated [●], I hereby request on behalf of the Fund that Xxxxx sell up to ____________ shares of the Fund’s common shares of beneficial interest, $0.00001 par value per share, at a minimum market price of $_______ per share. 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 FUND 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 C FORM OF OPINION OF INTERNAL COUNSEL REGARDING NUVEEN FUND ADVISORS Schedule C-1 SCHEDULE D FORM OF OPINION OF [—] REGARDING SYMPHONY ASSET MANAGEMENT, LLC SCHEDULE E FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTER2

Appears in 1 contract

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

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