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 Manager and the Underwriters, please so indicate in the space provided below, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Manager and the Underwriters, severally. Very truly yours, PIMCO CALIFORNIA MUNICIPAL INCOME FUND III ___________________________________ By: Title: PIMCO FUNDS ADVISORS LLC ___________________________________ By: Title: Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS WARBURG LLC X.X. XXXXXXX & SONS, INC. RBC XXXX XXXXXXXX INCORPORATED WACHOVIA SECURITIES, INC. XXXXX FARGO SECURITIES, LLC XXXXXXX, XXXXXX & CO. H&R BLOCK FINANCIAL ADVISORS, INC. QUICK & XXXXXX, INC. WEDBUSH XXXXXX SECURITIES INC. By: UBS WARBURG LLC _________________________ By: Xxxxx Xxxxxxxx Title: Managing Director _________________________ By: Xxxx X. Xxxx Title: Executive Director SCHEDULE A -------------------------------------------------------------------------------- Number of Shares to be Name Purchased ---- --------- -------------------------------------------------------------------------------- UBS Warburg LLC -------------------------------------------------------------------------------- X.X. Xxxxxxx & Sons, Inc. -------------------------------------------------------------------------------- RBC Xxxx Xxxxxxxx Incorporated -------------------------------------------------------------------------------- Wachovia Securities, Inc. -------------------------------------------------------------------------------- Xxxxx Fargo Securities, LLC -------------------------------------------------------------------------------- Xxxxxxx, Xxxxxx & Co. -------------------------------------------------------------------------------- H&R Block Financial Advisors, Inc. --------------------------------------------------------------------------- ---- Quick & Xxxxxx, Inc. --------------------------------------------------------------------------- ---- Wedbush Xxxxxx Securities Inc. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TOTAL -------------------------------------------------------------------------------- SCHEDULE B FORM OF OPINION OF ROPES & XXXX REGARDING THE FUND October [ ], 2002 UBS Warburg LLC X.X. Xxxxxxx & Sons, Inc. RBC Xxxx Xxxxxxxx Incorporated Wachovia Securities, Inc. Xxxxx Fargo Securities, LLC Xxxxxxx, Xxxxxx & Co. H&R Block Financial Advisors, Inc. Quick & Xxxxxx, Inc. Wedbush Xxxxxx Securities Inc. c/o UBS Warburg LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: We have acted as counsel to PIMCO California Municipal Income Fund III (the "Fund") in connection with the proposed issuance of [ ] common shares of beneficial interest (the "Shares"). This opinion is furnished to you pursuant to Section 7(e) of the Underwriting Agreement dated as of October [___], 2002 (the "Underwriting Agreement") among the Fund, e Funds Advisors LLC (the name of which entity is expected to be changed to "PIMCO Advisors Fund Management LLC," effective October 31, 2002) (the "Investment Manager") and UBS Warburg LLC, X.X. Xxxxxxx & Sons, Inc., RBC Xxxx Xxxxxxxx Incorporated, Wachovia Securities, Inc., Xxxxx Fargo Securities, LLC, Xxxxxxx, Xxxxxx & Co., H&R Block Financial Advisors, Inc., Quick & Xxxxxx, Inc., and Wedbush Xxxxxx Securities Inc., as representatives of the underwriters listed on Schedule A thereto (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. 333-98585) under the Securities Act of 1933, as amended (the "Securities Act") (which also constitutes the Fund's Registration Statement on Form N-2 (File No. 811-21188) 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 [ ], 2002 (the "Original Registration Statement"), Pre-Effective Amendment No. 1 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002 ("Pre-Effective Amendment No. 1"), Pre-Effective Amendment No. 2 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002 ("Pre- Effective Amendment No. 2") and Pre-Effective Amendment No. 3 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002 ("Pre-Effective Amendment No. 3," and together with Pre-Effective Amendment No. 1, Pre-Effective Amendment No. 2 and the Original Registration Statement, the "Registration Statement"); the Fund's Notification of Registration on Form N-8A under the Investment Company Act, as filed with the Commission on [ ], 2002 (the "Notification of Registration"); the Fund's Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as filed with the Commission on [ ], 2002 (the "Exchange Act Registration Statement"); 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 By-laws of the Fund, as amended to the date hereof (the "By-laws"); a copy of the Prospectus dated [ ], 2002, relating to the Shares and the Statement of Additional Information of the Fund dated [ ], 2002, each as filed with the Commission pursuant to Rule 497 under the Securities Act on [ ], 2002 (together, the "Prospectus"); the Investment Management Agreement dated as of [ ], 2002, between the Fund and the Investment Manager (the "Investment Management Agreement"); the Portfolio Management Agreement dated as of [ ], 2002, between Pacific Investment Management Company LLC (the "Portfolio Manager") and the Investment Manager (the "Portfolio Management Agreement"); the Custodian Agreement dated as of [ ], 2002, between the Fund and State Street Bank and Trust Company (the "Custodian Agreement") and the Transfer Agency Services Agreement dated as of [ ], 2002, between the Fund and PFPC Inc. (the "Transfer Agency Agreement," and together with the Custodian Agreement, the "Fund Agreements"); the Terms and Conditions of the Fund's Dividend Reinvestment Plan; and the Underwriting Agreement. Additionally, we have relied upon the oral representation of Mr. Xxxxx X'Xxxxxx of the Commission staff to the effect that the Registration Statement and the Exchange Act Registration Statement became effective as of [___ a.m./p.m.] on [ ], 2002; a letter dated [ ], 2002, from Xx. Xxxxxxxxx Xxxxxx, Executive Vice President of the New York Stock Exchange, authorizing the Shares for listing on such Exchange; and the oral representation by the [ ] of the Commission [staff] 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 sole shareholder and the Board of Trustees of the Fund, the documents delivered to the Underwriters by the Fund and the Investment Manager dated as of the date hereof pursuant to the Underwriting Agreement and such other documents, including certificates of officers of the Fund and certificates of the Secretary of State of the State of New York as to the qualification and good standing of the Fund as a foreign entity in New York and the Secretary of State of the State of California as to the qualification and good standing of the Fund as a foreign entity in California, as we have deemed necessary for purposes of rendering our opinions below. 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. 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 the Underwriting Agreement provides that it is to be governed by and construed in accordance with the laws of the State of New York and the Transfer Agency Agreement provides that it is to be governed by and construed in accordance with the laws of the State of Delaware, 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 Underwriting Agreement, the Investment Management Agreement and 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 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. In respect of our opinions set forth in paragraphs [7], [9] and [11] 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 foregoing, we are of the opinion that: 1. The Registration Statement and all post-effective amendments on or before the Closing Date, if any, are effective under the Securities Act; the filing of the Prospectus pursuant to Rule 497 under the Securities Act has been made in the manner and within the time period required by Rule 497; and based upon oral inquiries to the Commission staff on [ ], 2002, and on this date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for any such purpose is pending or threatened by the Commission. 2. The Fund has been duly organized and is validly existing and in good standing as an unincorporated voluntary association under and by virtue of the laws of The Commonwealth of Massachusetts and has full power and authority to own or lease its properties and to conduct its business as described in the Registration Statement and the Prospectus. The Fund is duly qualified to do business and is in good standing as a foreign [entity] in New York and California.

Appears in 1 contract

Samples: Underwriting Agreement (Pimco California Municipal Income Fund Iii)

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 Manager and the Underwriters, please so indicate in the space provided below, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Manager and the Underwriters, severally. Very truly yours, PIMCO CALIFORNIA MUNICIPAL INCOME FUND ~~III ________~~II ___________________________ By: Title: PIMCO FUNDS ADVISORS LLC __________________________~~________~~_ By: Title: Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS WARBURG LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXXX & SONS, INC. ~~RBC XXXX XXXXXXXX INCORPORATED WACHOVIA~~ FIRST UNION SECURITIES, INC. ~~XXXXX FARGO SECURITIES, LLC XXXXXXX, XXXXXX & CO. H&R BLOCK FINANCIAL ADVISORS, INC.~~ PRUDENTIAL SECURITIES INCORPORATED QUICK & XXXXXX, INC. ~~WEDBUSH~~ A FLEETBOSTON FINANCIAL COMPANY XXXXXXX XXXXX & ASSOCIATES, INC. RBC XXXX XXXXXXXX INCORPORATED XXXXX FARGO SECURITIES, LLC XXXXXXX XXXXXX ~~SECURITIES INC~~& CO. By: UBS WARBURG LLC _______________________________ By: Xxxxx Xxxxxxxx Title: Managing Director _______________________________ By: Xxxx X. Xxxx Title: Executive Director SCHEDULE A ~~--------------------------------------------------------------------------------~~ Number of Shares Name to be ~~Name~~ Purchased ~~---- --------- --------------------------------------------------------------------------------~~ UBS Warburg ~~LLC --------------------------------------------------------------------------------~~ [_______] Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated [_______] X.X. Xxxxxxx & Sons, Inc. ~~--------------------------------------------------------------------------------~~ [_______] First Union Securities [_______] Prudential Securities Incorporated [_______] Quick & Xxxxxx, Inc. A FleetBoston Financial Company [_______] Xxxxxxx Xxxxx & Associates, Inc. [_______] RBC Xxxx Xxxxxxxx Incorporated ~~-------------------------------------------------------------------------------- Wachovia Securities, Inc. --------------------------------------------------------------------------------~~ [_______] Xxxxx Fargo Securities, LLC ~~-------------------------------------------------------------------------------- Xxxxxxx,~~ [_______] Xxxxxxx Xxxxxx & Co. -------------------------------------------------------------------------------- H&R Block Financial Advisors, Inc. --------------------------------------------------------------------------- ---- Quick & Xxxxxx, Inc. --------------------------------------------------------------------------- ---- Wedbush Xxxxxx Securities Inc. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TOTAL -------------------------------------------------------------------------------- [_______] Total [_______] SCHEDULE B FORM OF OPINION OF ROPES & XXXX REGARDING THE FUND ~~October [~~ June [___], 2002 UBS Warburg LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxxx & Sons, Inc. First Union Securities, Inc. Prudential Securities Incorporated Quick & Xxxxxx, Inc. A FleetBoston Financial Company Xxxxxxx Xxxxx & Associates, Inc. RBC Xxxx Xxxxxxxx Incorporated ~~Wachovia Securities, Inc.~~ Xxxxx Fargo Securities, LLC ~~Xxxxxxx,~~ Xxxxxxx Xxxxxx & Co. ~~H&R Block Financial Advisors, Inc. Quick & Xxxxxx, Inc. Wedbush Xxxxxx Securities Inc.~~ c/o UBS Warburg LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: We have acted as counsel to PIMCO California Municipal Income Fund ~~III~~ II (the "Fund") in connection with the proposed issuance of [ ] common shares of beneficial interest (the "Shares"). This opinion is furnished to you pursuant to Section 7(e) of the Underwriting Agreement dated as of ~~October~~ June [___], 2002 (the "Underwriting Agreement") among the Fund, e PIMCO Funds Advisors LLC ~~(the name of which entity is expected to be changed to "PIMCO Advisors Fund Management LLC," effective October 31, 2002)~~ (the "Investment Manager") and UBS Warburg LLC, CIBC World Markets Corp. and X.X. Xxxxxxx & Sons, Inc., RBC Xxxx Xxxxxxxx Incorporated, Wachovia Securities, Inc., Xxxxx Fargo Securities, LLC, Xxxxxxx, Xxxxxx & Co., H&R Block Financial Advisors, Inc., Quick & Xxxxxx, Inc., and Wedbush Xxxxxx Securities Inc., as representatives of the underwriters listed on Schedule A thereto (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-~~98585~~86298) under the Securities Act of 1933, as amended (the "Securities Act") (which also constitutes the Fund's Registration Statement on Form N-2 (File No. 811-~~21188~~21077) 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 16, 2002 (the "Original Registration Statement"), Pre-Effective Amendment No. 1 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on ~~[ ]~~May 29, 2002 ("Pre-Effective Amendment No. 1"), Pre-Effective Amendment No. 2 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ June [___], 2002 ("~~Pre-~~ Pre-Effective Amendment No. 2") and Pre-Effective Amendment No. 3 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ June [___], 2002 ("Pre-Effective Amendment No. 3," and together with Pre-Effective Amendment No. 1, Pre-Effective Amendment No. 2 and the Original Registration Statement, the "Registration Statement"); the Fund's Notification of Registration on Form N-8A under the Investment Company Act, as filed with the Commission on ~~[ ]~~April 15, 2002 (the "Notification of Registration"); the Fund's Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as filed with the Commission on [ June [___], 2002 (the "Exchange Act Registration Statement"); 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 By-laws of the Fund, as amended to the date hereof (the "By-laws"); a copy of the Prospectus dated [ June [___], 2002, relating to the Shares and the Statement of Additional Information of the Fund dated [ June [___], 2002, each as filed with the Commission pursuant to Rule 497 under the Securities Act on [ June [___], 2002 (together, the "Prospectus"); the Investment Management Agreement dated as of [ June [___], 2002, between the Fund and the Investment Manager (the "Investment Management Agreement"); the Portfolio Management Agreement dated as of [ June [___], 2002, between Pacific Investment Management Company LLC (the "Portfolio Manager") and the Investment Manager (the "Portfolio Management Agreement"); the Custodian Agreement dated as of [ June [___], 2002, between the Fund and State Street Bank and Trust Company (the "Custodian Agreement") and the Transfer Agency Services Agreement dated as of [ June [___], 2002, between the Fund and PFPC Inc. (the "Transfer Agency Agreement," and together with the Custodian Agreement, the "Fund Agreements"); the Terms and Conditions of the Fund's Dividend Reinvestment Plan; and the Underwriting Agreement. Additionally, we have relied upon the oral representation of Mr. Xxxxx X'Xxxxxx of the Commission staff to the effect that the Registration Statement and the Exchange Act Registration Statement became effective as of [___ a.m./p.m.] on [ June [___], 2002; a letter dated [ June [___], 2002, from Xx. Xxxxxxxxx Xxxxxx, Executive Vice President of the New York Stock Exchange, authorizing the Shares for listing on such Exchange; and the oral representation by the [ [_________] of the Commission [staff] 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 sole shareholder and the Board of Trustees of the Fund, the documents delivered to the Underwriters by the Fund and the Investment Manager dated as of the date hereof pursuant to the Underwriting Agreement and such other documents, including certificates of officers of the Fund and certificates of the Secretary of State of the State of New York as to the qualification and good standing of the Fund as a foreign entity in New York and the Secretary of State of the State of California as to the qualification and good standing of the Fund as a foreign entity in California, as we have deemed necessary for purposes of rendering our opinions below. 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. 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 the Underwriting Agreement provides that it is to be governed by and construed in accordance with the laws of the State of New York and the Transfer Agency Agreement provides that it is to be governed by and construed in accordance with the laws of the State of Delaware, 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 Underwriting Agreement, the Investment Management Agreement and 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 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. In respect of our opinions set forth in paragraphs [7], [9] and [11] 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 foregoing, we are of the opinion that: 1. The Registration Statement and all post-effective amendments on or before the Closing Date, if any, are effective under the Securities Act; the filing of the Prospectus pursuant to Rule 497 under the Securities Act has been made in the manner and within the time period required by Rule 497; and based upon oral inquiries to the Commission staff on [ June [___], 2002, and on this date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for any such purpose is pending or threatened by the Commission. 2. The Fund has been duly organized and is validly existing and in good standing as an unincorporated voluntary association under and by virtue of the laws of The Commonwealth of Massachusetts and has full power and authority to own or lease its properties and to conduct its business as described in the Registration Statement and the Prospectus. The Fund is duly qualified to do business and is in good standing as a foreign [entity] in New York and California.

Appears in 1 contract

Samples: Underwriting Agreement (Pimco California Municipal Income Fund Ii)

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~~ 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 ~~Underwriting~~ 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 ~~Fund~~Fund or the Adviser, as the case may be. If the foregoing correctly sets forth the understanding among the Fund, the Investment Manager and the Underwriters, please so indicate in the space provided below, whereupon this letter and your acceptance [END OF TEXT] This Agreement shall constitute a binding agreement among the Fund, the Investment Manager and the Underwriters, severally. Very truly yours, PIMCO CALIFORNIA MUNICIPAL INCOME FUND III ___________________________________ By: Title: PIMCO FUNDS ADVISORS LLC ___________________________________ By: Title: Accepted and agreed to be effective as of the date first ~~above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS WARBURG LLC X.X. XXXXXXX & SONS, INC. RBC XXXX XXXXXXXX INCORPORATED WACHOVIA SECURITIES, INC~~written above. XXXXX ~~FARGO SECURITIES~~XXXXX MANAGEMENT By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Agreed and Accepted: WACHOVIA CAPITAL MARKETS, LLC ~~XXXXXXX, XXXXXX & CO. H&R BLOCK FINANCIAL ADVISORS, INC. QUICK & XXXXXX, INC. WEDBUSH XXXXXX SECURITIES INC.~~ By: ~~UBS WARBURG LLC~~ --------------------------------- Name: ------------------------------- Title: ------------------------------ [Structuring Fee Agreement] INDEMNIFICATION AGREEMENT February _________________________ By: Xxxxx Xxxxxxxx Title: Managing Director _________________________ By: Xxxx X. Xxxx Title: Executive Director SCHEDULE A -------------------------------------------------------------------------------- Number of Shares to be Name Purchased ---- --------- -------------------------------------------------------------------------------- UBS Warburg LLC -------------------------------------------------------------------------------- X.X. Xxxxxxx & Sons, ~~Inc. -------------------------------------------------------------------------------- RBC Xxxx Xxxxxxxx Incorporated --------------------------------------------------------------------------------~~ 2007 Wachovia ~~Securities~~Capital Markets, Inc. -------------------------------------------------------------------------------- Xxxxx Fargo Securities, LLC -------------------------------------------------------------------------------- Xxxxxxx, Xxxxxx & Co. -------------------------------------------------------------------------------- H&R Block Financial Advisors, Inc. --------------------------------------------------------------------------- ---- Quick & Xxxxxx, Inc. --------------------------------------------------------------------------- ---- Wedbush Xxxxxx Securities Inc. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TOTAL -------------------------------------------------------------------------------- SCHEDULE B FORM OF OPINION OF ROPES & XXXX REGARDING THE FUND October [ ], 2002 UBS Warburg LLC X.X. Xxxxxxx & Sons, Inc. RBC Xxxx Xxxxxxxx Incorporated Wachovia Securities, Inc. Xxxxx Fargo Securities, LLC Xxxxxxx, Xxxxxx & Co. H&R Block Financial Advisors, Inc. Quick & Xxxxxx, Inc. Wedbush Xxxxxx Securities Inc. c/o UBS Warburg LLC 000 Xxxx Xxxxxx Xxx Xxxx, ~~Xxx Xxxx 00000-0000~~ XX 00000 Ladies and Gentlemen: ~~We have acted as counsel to PIMCO California Municipal Income Fund III~~ In connection with the engagement of Wachovia Capital Markets, LLC (the "~~Fund~~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 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 ~~proposed issuance~~ 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 ~~[ ] common shares~~ the amount of ~~beneficial interest (~~fees actually received by the ~~"Shares"). This opinion is furnished to you~~ 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 ~~7(e~~11(f) of the Underwriting Agreement dated as of October [___], 2002 (the "Underwriting Agreement") among the Fund, e Funds Advisors LLC (the name of which entity is expected to be changed to "PIMCO Advisors Fund Management LLC," effective October 31, 2002) (the "Investment Manager") and UBS Warburg LLC, X.X. Xxxxxxx & Sons, Inc., RBC Xxxx Xxxxxxxx Incorporated, Wachovia Securities, Inc., Xxxxx Fargo Securities, LLC, Xxxxxxx, Xxxxxx & Co., H&R Block Financial Advisors, Inc., Quick & Xxxxxx, Inc., and Wedbush Xxxxxx Securities Inc., as representatives of the underwriters listed on Schedule A thereto (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. 333-98585) under the Securities Act of 1933, as amended (the "Securities Act") (which also constitutes the Fund's Registration Statement on Form N-2 (File No. 811-21188) 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 [ ], 2002 (the "Original Registration Statement"), Pre-Effective Amendment No. 1 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002 ("Pre-Effective Amendment No. 1"), Pre-Effective Amendment No. 2 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002 ("Pre- Effective Amendment No. 2") and Pre-Effective Amendment No. 3 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002 ("Pre-Effective Amendment No. 3," and together with Pre-Effective Amendment No. 1, Pre-Effective Amendment No. 2 and the Original Registration Statement, the "Registration Statement"); the Fund's Notification of Registration on Form N-8A under the Investment Company Act, as filed with the Commission on [ ], 2002 (the "Notification of Registration"); the Fund's Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as filed with the Commission on [ ], 2002 (the "Exchange Act Registration Statement"); 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 By-laws of the Fund, as amended to the date hereof (the "By-laws"); a copy of the Prospectus dated [ ], 2002, relating to the Shares and the Statement of Additional Information of the Fund dated [ ], 2002, each as filed with the Commission pursuant to Rule 497 under the Securities Act on [ ], 2002 (together, the "Prospectus"); the Investment Management Agreement dated as of [ ], 2002, between the Fund and the Investment Manager (the "Investment Management Agreement"); the Portfolio Management Agreement dated as of [ ], 2002, between Pacific Investment Management Company LLC (the "Portfolio Manager") and the ~~Investment Manager (~~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 ~~"Portfolio Management Agreement"); the Custodian Agreement dated as of [ ], 2002, between the Fund and State Street~~ Bank and Trust Company (the "Custodian Agreement") and the Transfer Agency Services Agreement dated as of [ ], 2002, between the Fund and PFPC Inc. (the "Transfer Agency Agreement," and together with the Custodian Agreement, the "Fund Agreements"); the Terms and Conditions of the Fund's Dividend Reinvestment Plan; and the Underwriting Agreement. Additionally, we have relied upon the oral representation of Mr. Xxxxx X'Xxxxxx of the Commission staff to the effect that the Registration Statement and the Exchange Act Registration Statement became effective as of [___ a.m./p.m.] on [ ], 2002; a letter dated [ ], 2002, from Xx. Xxxxxxxxx Xxxxxx, Executive Vice President of the New York Stock Exchange, authorizing the Shares for listing on such Exchange; and the oral representation by the [ ] of the Commission [staff] 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 is an actual or threatened. We have also examined and relied upon the original or copies of minutes of the meetings or written consents of the sole shareholder and the Board of Trustees of the Fund, the documents delivered to the Underwriters by the Fund and the Investment Manager dated as of the date hereof pursuant to the Underwriting Agreement and such other documents, including certificates of officers of the Fund and certificates of the Secretary of State of the State of New York as to the qualification and good standing of the Fund as a foreign entity in New York and the Secretary of State of the State of California as to the qualification and good standing of the Fund as a foreign entity in California, as we have deemed necessary for purposes of rendering our opinions below. 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. 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 the Underwriting Agreement provides that it is to be governed by and construed in accordance with the laws of the State of New York and the Transfer Agency Agreement provides that it is to be governed by and construed in accordance with the laws of the State of Delaware, 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 Underwriting Agreement, the Investment Management Agreement and 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 potential party to such ~~matters and have relied upon representations made by~~ Proceeding, without 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 Bank's prior written consent (which consent shall not independently verified the accuracy of such representations. In respect of our opinions set forth in paragraphs [7], [9] and [11] 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 foregoing, we are of the opinion that: 1. The Registration Statement and all post-effective amendments on or before the Closing Date, if any, are effective under the Securities Act; the filing of the Prospectus pursuant to Rule 497 under the Securities Act has been made in the manner and within the time period required by Rule 497; and based upon oral inquiries to the Commission staff on [ ], 2002, and on this date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for any such purpose is pending or threatened by the Commission. 2. The Fund has been duly organized and is validly existing and in good standing as an unincorporated voluntary association under and by virtue of the laws of The Commonwealth of Massachusetts and has full power and authority to own or lease its properties and to conduct its business as described in the Registration Statement and the Prospectus. The Fund is duly qualified to do business and is in good standing as a foreign [entity] in New York and California.be

Appears in 1 contract

Samples: Structuring Fee Agreement (Eaton Vance Tax-Managed Global Diversified 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 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~~ Manager and ~~the Underwriters~~Xxxxx, please so indicate in the space provided ~~below~~below for that purpose, whereupon this letter ~~and your acceptance~~ shall constitute a binding agreement ~~among~~ between the ~~Fund,~~ Fund and the ~~Investment~~ Manager and ~~the Underwriters, severally~~Xxxxx. Very truly yours, ~~PIMCO CALIFORNIA MUNICIPAL INCOME FUND III ____________~~By: _______________________ ByName: Title: ~~PIMCO FUNDS ADVISORS LLC ____________~~By: _______________________ ByName: 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 X.X. XXXXXXX & SONS, INC. RBC XXXX XXXXXXXX INCORPORATED WACHOVIA SECURITIES, INC. XXXXX FARGO SECURITIES, LLC XXXXXXX, XXXXXX & CO. H&R BLOCK FINANCIAL ADVISORS, INC. QUICK & XXXXXX, INC. WEDBUSH XXXXXX SECURITIES INC. By: ~~UBS WARBURG LLC __~~_______________________ ByName: ~~Xxxxx Xxxxxxxx~~ Title: ~~Managing Director~~ 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 __________ Byshares may be sold in any one trading day.] Commission/Discount: Xxxx X. Xxxx Title: Executive Director SCHEDULE A -------------------------------------------------------------------------------- Number of Shares to be Name Purchased ---- --------- -------------------------------------------------------------------------------- UBS Warburg LLC -------------------------------------------------------------------------------- X.X. Xxxxxxx & Sons, Inc. -------------------------------------------------------------------------------- RBC Xxxx Xxxxxxxx Incorporated -------------------------------------------------------------------------------- Wachovia Securities, Inc. -------------------------------------------------------------------------------- Xxxxx Fargo Securities, LLC -------------------------------------------------------------------------------- Xxxxxxx, Xxxxxx & Co. -------------------------------------------------------------------------------- H&R Block Financial Advisors, Inc. --------------------------------------------------------------------------- ---- Quick & Xxxxxx, Inc. --------------------------------------------------------------------------- ---- Wedbush Xxxxxx Securities Inc. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TOTAL -------------------------------------------------------------------------------- SCHEDULE B FORM OF OPINION OF ROPES & XXXX REGARDING THE FUND October [ ], 2002 UBS Warburg LLC X.X. Xxxxxxx & Sons, Inc. RBC Xxxx Xxxxxxxx Incorporated Wachovia Securities, Inc. Xxxxx Fargo Securities, LLC Xxxxxxx, Xxxxxx & Co. H&R Block Financial Advisors, Inc. Quick & Xxxxxx, Inc. Wedbush Xxxxxx Securities Inc. c/o UBS Warburg LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: We have acted as counsel to PIMCO California Municipal Income Fund III (the "Fund") in connection with the proposed issuance of [ ] common shares of beneficial interest (the "Shares"). This opinion is furnished to you pursuant to Section 7(e) of the Underwriting Agreement dated as of October [___], 2002 (the "Underwriting Agreement") among the Fund, e Funds Advisors LLC (the name of which entity is expected to be changed to "PIMCO Advisors Fund Management LLC," effective October 31, 2002) (the "Investment Manager") and UBS Warburg LLC, X.X. Xxxxxxx & Sons, Inc., RBC Xxxx Xxxxxxxx Incorporated, Wachovia Securities, Inc., Xxxxx Fargo Securities, LLC, Xxxxxxx, Xxxxxx & Co., H&R Block Financial Advisors, Inc., Quick & Xxxxxx, Inc., and Wedbush Xxxxxx Securities Inc., as representatives of the underwriters listed on Schedule A thereto (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. 333-98585) under the Securities Act of 1933, as amended (the "Securities Act") (which also constitutes the Fund's Registration Statement on Form N-2 (File No. 811-21188) 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 [ ], 2002 (the "Original Registration Statement"), Pre-Effective Amendment No. 1 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002 ("Pre-Effective Amendment No. 1"), Pre-Effective Amendment No. 2 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002 ("Pre- Effective Amendment No. 2") and Pre-Effective Amendment No. 3 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002 ("Pre-Effective Amendment No. 3," and together with Pre-Effective Amendment No. 1, Pre-Effective Amendment No. 2 and the Original Registration Statement, the "Registration Statement"); the Fund's Notification of Registration on Form N-8A under the Investment Company Act, as filed with the Commission on [ ], 2002 (the "Notification of Registration"); the Fund's Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as filed with the Commission on [ ], 2002 (the "Exchange Act Registration Statement"); 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 By-laws of the Fund, as amended to the date hereof (the "By-laws"); a copy of the Prospectus dated [ ], 2002, relating to the Shares and the Statement of Additional Information of the Fund dated [ ], 2002, each as filed with the Commission pursuant to Rule 497 under the Securities Act on [ ], 2002 (together, the "Prospectus"); the Investment Management Agreement dated as of [ ], 2002, between the Fund and the Investment Manager (the "Investment Management Agreement"); the Portfolio Management Agreement dated as of [ ], 2002, between Pacific Investment Management Company LLC (the "Portfolio Manager") and the Investment Manager (the "Portfolio Management Agreement"); the Custodian Agreement dated as of [ ], 2002, between the Fund and State Street Bank and Trust Company (the "Custodian Agreement") and the Transfer Agency Services Agreement dated as of [ ], 2002, between the Fund and PFPC Inc. (the "Transfer Agency Agreement," and together with the Custodian Agreement, the "Fund Agreements"); the Terms and Conditions of the Fund's Dividend Reinvestment Plan; and the Underwriting Agreement. Additionally, we have relied upon the oral representation of Mr. Xxxxx X'Xxxxxx of the Commission staff to the effect that the Registration Statement and the Exchange Act Registration Statement became effective as of [___ ~~a.m./p.m~~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).] on [ ], 2002; a letter dated [ ], 2002, from Xx. Xxxxxxxxx Xxxxxx, Executive Vice President of the New York Stock Exchange, authorizing the Shares for listing on such Exchange; and the oral representation by the [ ] of the Commission [staff] 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 sole shareholder and the Board of Trustees of the Fund, the documents delivered to the Underwriters by the Fund and the Investment Manager dated as of the date hereof pursuant to the Underwriting Agreement and such other documents, including certificates of officers of the Fund and certificates of the Secretary of State of the State of New York as to the qualification and good standing of the Fund as a foreign entity in New York and the Secretary of State of the State of California as to the qualification and good standing of the Fund as a foreign entity in California, as we have deemed necessary for purposes of rendering our opinions below. 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. 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 the Underwriting Agreement provides that it is to be governed by and construed in accordance with the laws of the State of New York and the Transfer Agency Agreement provides that it is to be governed by and construed in accordance with the laws of the State of Delaware, 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 Underwriting Agreement, the Investment Management Agreement and 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 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. In respect of our opinions set forth in paragraphs [7], [9] and [11] 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 foregoing, we are of the opinion that: 1. The Registration Statement and all post-effective amendments on or before the Closing Date, if any, are effective under the Securities Act; the filing of the Prospectus pursuant to Rule 497 under the Securities Act has been made in the manner and within the time period required by Rule 497; and based upon oral inquiries to the Commission staff on [ ], 2002, and on this date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for any such purpose is pending or threatened by the Commission. 2. The Fund has been duly organized and is validly existing and in good standing as an unincorporated voluntary association under and by virtue of the laws of The Commonwealth of Massachusetts and has full power and authority to own or lease its properties and to conduct its business as described in the Registration Statement and the Prospectus. The Fund is duly qualified to do business and is in good standing as a foreign [entity] in New York and California.

Appears in 1 contract

Samples: Sales Agreement (PIMCO Dynamic Income Fund)

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among the Fund, the Investment Manager and the Underwriters, please so indicate in the space provided below, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Manager and the Underwriters, severally. Very truly yours, PIMCO ~~CALIFORNIA~~ NEW YORK MUNICIPAL INCOME FUND ~~III _________~~II __________________________ By: Title: PIMCO FUNDS ADVISORS LLC _________________________~~_________~~_ By: Title: Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS WARBURG LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXXX & SONS, INC. ~~RBC XXXX XXXXXXXX INCORPORATED WACHOVIA~~ FIRST UNION SECURITIES, INC. ~~XXXXX FARGO SECURITIES, LLC XXXXXXX, XXXXXX & CO. H&R BLOCK FINANCIAL ADVISORS, INC.~~ PRUDENTIAL SECURITIES INCORPORATED QUICK & XXXXXX, INC. ~~WEDBUSH XXXXXX SECURITIES~~ A FLEETBOSTON FINANCIAL COMPANY XXXXXXX XXXXX & ASSOCIATES, INC. RBC XXXX XXXXXXXX INCORPORATED ADVEST, INC. XXXXXXXXXX & CO. INC. By: UBS WARBURG LLC ____________________________ By: Xxxxx Xxxxxxxx Title: Managing Director ____________________________ By: Xxxx X. Xxxx Title: Executive Director SCHEDULE A ~~--------------------------------------------------------------------------------~~ Number of Shares Name to be ~~Name~~ Purchased ---- ~~--------- --------------------------------------------------------------------------------~~ --------------- UBS Warburg ~~LLC --------------------------------------------------------------------------------~~ [_______] Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated [_______] X.X. Xxxxxxx & Sons, Inc. ~~-------------------------------------------------------------------------------- RBC Xxxx Xxxxxxxx~~ [_______] First Union Securities [_______] Prudential Securities Incorporated -------------------------------------------------------------------------------- Wachovia Securities, Inc. -------------------------------------------------------------------------------- Xxxxx Fargo Securities, LLC -------------------------------------------------------------------------------- Xxxxxxx, Xxxxxx & Co. -------------------------------------------------------------------------------- H&R Block Financial Advisors, Inc. --------------------------------------------------------------------------- ---- [_______] Quick & Xxxxxx, Inc. ~~--------------------------------------------------------------------------- ---- Wedbush Xxxxxx Securities~~ A FleetBoston Financial Company [_______] Xxxxxxx Xxxxx & Associates, Inc. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TOTAL -------------------------------------------------------------------------------- [_______] RBC Xxxx Xxxxxxxx Incorporated [_______] Advest, Inc. [_______] Xxxxxxxxxx & Co., Inc. [_______] Total [_______] SCHEDULE B FORM OF OPINION OF ROPES & XXXX REGARDING THE FUND ~~October [~~ June [___], 2002 UBS Warburg LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxxx & Sons, Inc. ~~RBC Xxxx Xxxxxxxx Incorporated Wachovia~~ First Union Securities, Inc. ~~Xxxxx Fargo Securities, LLC Xxxxxxx, Xxxxxx & Co. H&R Block Financial Advisors, Inc.~~ Prudential Securities Incorporated Quick & Xxxxxx, Inc. ~~Wedbush Xxxxxx Securities~~ A FleetBoston Financial Company Xxxxxxx Xxxxx & Associates, Inc. RBC Xxxx Xxxxxxxx Incorporated Advest, Inc. Xxxxxxxxxx & Co. Inc. c/o UBS Warburg LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: We have acted as counsel to PIMCO ~~California~~ New York Municipal Income Fund ~~III~~ II (the "Fund") in connection with the proposed issuance of [ ] common shares of beneficial interest (the "Shares"). This opinion is furnished to you pursuant to Section 7(e) of the Underwriting Agreement dated as of ~~October~~ June [___], 2002 (the "Underwriting Agreement") among the Fund, e PIMCO Funds Advisors LLC ~~(the name of which entity is expected to be changed to "PIMCO Advisors Fund Management LLC," effective October 31, 2002)~~ (the "Investment Manager") and UBS Warburg LLC, CIBC World Markets Corp., X.X. Xxxxxxx & Sons, Inc., ~~RBC Xxxx Xxxxxxxx Incorporated~~and Advest, ~~Wachovia Securities, Inc., Xxxxx Fargo Securities, LLC, Xxxxxxx, Xxxxxx & Co., H&R Block Financial Advisors, Inc., Quick & Xxxxxx, Inc., and Wedbush Xxxxxx Securities Inc.,~~ Inc. as representatives of the underwriters listed on Schedule A thereto (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-~~98585~~86284) under the Securities Act of 1933, as amended (the "Securities Act") (which also constitutes the Fund's Registration Statement on Form N-2 (File No. 811-~~21188~~21078) 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 15, 2002 (the "Original Registration Statement"), Pre-Effective Amendment No. 1 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on ~~[ ]~~May 29, 2002 ("Pre-Effective Amendment No. 1"), Pre-Effective Amendment No. 2 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ June [___], 2002 ("~~Pre-~~ Pre-Effective Amendment No. 2") and Pre-Effective Amendment No. 3 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ June [___], 2002 ("Pre-Effective Amendment No. 3," and together with Pre-Effective Amendment No. 1, Pre-Effective Amendment No. 2 and the Original Registration Statement, the "Registration Statement"); the Fund's Notification of Registration on Form N-8A under the Investment Company Act, as filed with the Commission on ~~[ ]~~April 15, 2002 (the "Notification of Registration"); the Fund's Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as filed with the Commission on [ June [___], 2002 (the "Exchange Act Registration Statement"); 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 By-laws of the Fund, as amended to the date hereof (the "By-laws"); a copy of the Prospectus dated [ June [___], 2002, relating to the Shares and the Statement of Additional Information of the Fund dated [ June [___], 2002, each as filed with the Commission pursuant to Rule 497 under the Securities Act on [ June [___], 2002 (together, the "Prospectus"); the Investment Management Agreement dated as of [ June [___], 2002, between the Fund and the Investment Manager (the "Investment Management Agreement"); the Portfolio Management Agreement dated as of [ June [___], 2002, between Pacific Investment Management Company LLC (the "Portfolio Manager") and the Investment Manager (the "Portfolio Management Agreement"); the Custodian Agreement dated as of [ June [___], 2002, between the Fund and State Street Bank and Trust Company (the "Custodian Agreement") and the Transfer Agency Services Agreement dated as of [ June [___], 2002, between the Fund and PFPC Inc. (the "Transfer Agency Agreement," and together with the Custodian Agreement, the "Fund Agreements"); the Terms and Conditions of the Fund's Dividend Reinvestment Plan; and the Underwriting Agreement. Additionally, we have relied upon the oral representation of Mr. Xxxxx X'Xxxxxx of the Commission staff to the effect that the Registration Statement and the Exchange Act Registration Statement became effective as of [___ a.m./p.m.] on [ June [___], 2002; a letter dated [ June [___], 2002, from Xx. Xxxxxxxxx Xxxxxx, Executive Vice President of the New York Stock Exchange, authorizing the Shares for listing on such Exchange; and the oral representation by the [ [_________] of the Commission [staff] 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 sole shareholder and the Board of Trustees of the Fund, the documents delivered to the Underwriters by the Fund and the Investment Manager dated as of the date hereof pursuant to the Underwriting Agreement and such other documents, including certificates of officers of the Fund and certificates of the Secretary of State of the State of New York as to the qualification and good standing of the Fund as a foreign entity in New York and the Secretary of State of the State of California as to the qualification and good standing of the Fund as a foreign entity in California, as we have deemed necessary for purposes of rendering our opinions below. 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. 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 the Underwriting Agreement provides that it is to be governed by and construed in accordance with the laws of the State of New York and the Transfer Agency Agreement provides that it is to be governed by and construed in accordance with the laws of the State of Delaware, 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 Underwriting Agreement, the Investment Management Agreement and 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 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. In respect of our opinions set forth in paragraphs [7], [9] and [11] 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 foregoing, we are of the opinion that: 1. The Registration Statement and all post-effective amendments on or before the Closing Date, if any, are effective under the Securities Act; the filing of the Prospectus pursuant to Rule 497 under the Securities Act has been made in the manner and within the time period required by Rule 497; and based upon oral inquiries to the Commission staff on [ June [___], 2002, and on this date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for any such purpose is pending or threatened by the Commission. 2. The Fund has been duly organized and is validly existing and in good standing as an unincorporated voluntary association under and by virtue of the laws of The Commonwealth of Massachusetts and has full power and authority to own or lease its properties and to conduct its business as described in the Registration Statement and the Prospectus. The Fund is duly qualified to do business and is in good standing as a foreign [entity] in New York and California.

Appears in 1 contract

Samples: Underwriting Agreement (Pimco New York 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 by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among the Fund, the Investment Manager and the Underwriters, please so indicate in the space provided below, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Manager and the Underwriters, severally. Very truly yours, PIMCO ~~CALIFORNIA~~ MUNICIPAL INCOME FUND III ~~________~~___________________________ By: Title: PIMCO ~~FUNDS~~ 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 X.X. XXXXXXX & SONS, INC. ~~RBC XXXX XXXXXXXX INCORPORATED WACHOVIA SECURITIES, INC.~~ XXXXXXX XXXXX ~~FARGO SECURITIES, LLC XXXXXXX,~~ XXXXXX ~~& CO. H&R BLOCK FINANCIAL ADVISORS, INC. QUICK & XXXXXX, INC. WEDBUSH XXXXXX SECURITIES~~ INC. By: UBS WARBURG LLC ______________________________ By: ~~Xxxxx Xxxxxxxx~~ Xxxx X. Reit Title: ~~Managing~~ Executive Director ______________________________ By: Xxxx X. ~~Xxxx~~ Key Title: ~~Executive~~ Director SCHEDULE A ~~--------------------------------------------------------------------------------~~ Number of Shares Name to be ~~Name~~ Purchased ---- ~~--------- --------------------------------------------------------------------------------~~ --------------- UBS Warburg LLC ~~--------------------------------------------------------------------------------~~ 4,860 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 3,240 X.X. Xxxxxxx & Sons, Inc. -------------------------------------------------------------------------------- RBC Xxxx Xxxxxxxx Incorporated -------------------------------------------------------------------------------- Wachovia Securities, 1,620 Xxxxxxx Xxxxx Xxxxxx Inc. -------------------------------------------------------------------------------- Xxxxx Fargo Securities, LLC -------------------------------------------------------------------------------- Xxxxxxx, Xxxxxx & Co. -------------------------------------------------------------------------------- H&R Block Financial Advisors, Inc. --------------------------------------------------------------------------- ---- Quick & Xxxxxx, Inc. --------------------------------------------------------------------------- ---- Wedbush Xxxxxx Securities Inc. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TOTAL -------------------------------------------------------------------------------- 1,080 ----- Total 10,800 SCHEDULE B FORM OF OPINION OF ROPES & XXXX REGARDING THE FUND ~~October [ ]~~December __, 2002 UBS Warburg LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxxx & Sons, Inc. ~~RBC Xxxx Xxxxxxxx Incorporated Wachovia Securities,~~ Xxxxxxx Xxxxx Xxxxxx Inc. ~~Xxxxx Fargo Securities, LLC Xxxxxxx, Xxxxxx & Co. H&R Block Financial Advisors, Inc. Quick & Xxxxxx, Inc. Wedbush Xxxxxx Securities Inc.~~ as Managing Underwriters c/o UBS Warburg LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: We have acted as counsel to PIMCO ~~California~~ Municipal Income Fund III (the "Fund") in connection with the proposed issuance of ~~[ ] common shares of beneficial interest~~ 2,160 Auction Preferred Shares, Series A, 2,160 Auction Preferred Shares, Series B, 2,160 Auction Preferred Shares, Series C, 2,160 Auction Preferred Shares, Series D, and 2,160 Auction Preferred Shares, Series E (together, the "~~Shares~~APS"). This opinion is furnished to you pursuant to Section ~~7(e~~6(e) of the Underwriting Agreement dated as of ~~October [~~December ___], 2002 (the "Underwriting Agreement") among the Fund, ~~e Funds Advisors LLC (the name of which entity is expected to be changed to "~~PIMCO Advisors Fund Management LLC (formerly, PIMCO Funds Advisors LLC~~," effective October 31, 2002~~) (the "Investment Manager") and UBS Warburg LLC, ~~X.X. Xxxxxxx & Sons, Inc., RBC Xxxx Xxxxxxxx Incorporated, Wachovia Securities, Inc., Xxxxx Fargo Securities, LLC, Xxxxxxx, Xxxxxx & Co., H&R Block Financial Advisors, Inc., Quick & Xxxxxx, Inc.,~~ on behalf of itself and ~~Wedbush Xxxxxx Securities Inc., as representatives of~~ the other underwriters ~~listed on Schedule A thereto~~ 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. 333-98585) under the Securities Act of 1933, as amended (the "Securities Act") (which also constitutes the Fund's Registration Statement on Form N-2 (File No. 811-21188) 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 [ ], 2002 (the "Original Registration Statement"), Pre-Effective Amendment No. 1 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002 ("Pre-Effective Amendment No. 1"), Pre-Effective Amendment No. 2 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002 ("Pre- Effective Amendment No. 2") and Pre-Effective Amendment No. 3 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002 ("Pre-Effective Amendment No. 3," and together with Pre-Effective Amendment No. 1, Pre-Effective Amendment No. 2 and the Original Registration Statement, the "Registration Statement"); the Fund's Notification of Registration on Form N-8A under the Investment Company Act, as filed with the Commission on [ ], 2002 (the "Notification of Registration"); the Fund's Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as filed with the Commission on [ ], 2002 (the "Exchange Act Registration Statement"); 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 By-laws of the Fund, as amended to the date hereof (the "By-laws"); a copy of the Prospectus dated [ ], 2002, relating to the Shares and the Statement of Additional Information of the Fund dated [ ], 2002, each as filed with the Commission pursuant to Rule 497 under the Securities Act on [ ], 2002 (together, the "Prospectus"); the Investment Management Agreement dated as of [ ], 2002, between the Fund and the Investment Manager (the "Investment Management Agreement"); the Portfolio Management Agreement dated as of [ ], 2002, between Pacific Investment Management Company LLC (the "Portfolio Manager") and the Investment Manager (the "Portfolio Management Agreement"); the Custodian Agreement dated as of [ ], 2002, between the Fund and State Street Bank and Trust Company (the "Custodian Agreement") and the Transfer Agency Services Agreement dated as of [ ], 2002, between the Fund and PFPC Inc. (the "Transfer Agency Agreement," and together with the Custodian Agreement, the "Fund Agreements"); the Terms and Conditions of the Fund's Dividend Reinvestment Plan; and the Underwriting Agreement. Additionally, we have relied upon the oral representation of Mr. Xxxxx X'Xxxxxx of the Commission staff to the effect that the Registration Statement and the Exchange Act Registration Statement became effective as of [___ a.m./p.m.] on [ ], 2002; a letter dated [ ], 2002, from Xx. Xxxxxxxxx Xxxxxx, Executive Vice President of the New York Stock Exchange, authorizing the Shares for listing on such Exchange; and the oral representation by the [ ] of the Commission [staff] 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 sole shareholder and the Board of Trustees of the Fund, the documents delivered to the Underwriters by the Fund and the Investment Manager dated as of the date hereof pursuant to the Underwriting Agreement and such other documents, including certificates of officers of the Fund and certificates of the Secretary of State of the State of New York as to the qualification and good standing of the Fund as a foreign entity in New York and the Secretary of State of the State of California as to the qualification and good standing of the Fund as a foreign entity in California, as we have deemed necessary for purposes of rendering our opinions below. 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. 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 the Underwriting Agreement provides that it is to be governed by and construed in accordance with the laws of the State of New York and the Transfer Agency Agreement provides that it is to be governed by and construed in accordance with the laws of the State of Delaware, 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 Underwriting Agreement, the Investment Management Agreement and 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 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. In respect of our opinions set forth in paragraphs [7], [9] and [11] 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 foregoing, we are of the opinion that: 1. The Registration Statement and all post-effective amendments on or before the Closing Date, if any, are effective under the Securities Act; the filing of the Prospectus pursuant to Rule 497 under the Securities Act has been made in the manner and within the time period required by Rule 497; and based upon oral inquiries to the Commission staff on [ ], 2002, and on this date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for any such purpose is pending or threatened by the Commission. 2. The Fund has been duly organized and is validly existing and in good standing as an unincorporated voluntary association under and by virtue of the laws of The Commonwealth of Massachusetts and has full power and authority to own or lease its properties and to conduct its business as described in the Registration Statement and the Prospectus. The Fund is duly qualified to do business and is in good standing as a foreign [entity] in New York and California.

Appears in 1 contract

Samples: Underwriting Agreement (Pimco Municipal Income Fund Iii)

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~~ Manager and ~~the Underwriters~~Xxxxx, please so indicate in the space provided ~~below~~below for that purpose, whereupon this letter ~~and your acceptance~~ shall constitute a binding agreement ~~among~~ between the ~~Fund,~~ Fund and the ~~Investment~~ Manager and ~~the Underwriters, severally~~Xxxxx. Very truly yours, ~~PIMCO CALIFORNIA MUNICIPAL INCOME FUND III _________~~By: __________________________ ByName: Title: ~~PIMCO FUNDS ADVISORS LLC _________~~By: __________________________ ByName: 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 X.X. XXXXXXX & SONS, INC. RBC XXXX XXXXXXXX INCORPORATED WACHOVIA SECURITIES, INC. XXXXX FARGO SECURITIES, LLC XXXXXXX, XXXXXX & CO. H&R BLOCK FINANCIAL ADVISORS, INC. QUICK & XXXXXX, INC. WEDBUSH XXXXXX SECURITIES INC. By: ~~UBS WARBURG LLC~~ __________________________ ByName: ~~Xxxxx Xxxxxxxx~~ Title: ~~Managing Director~~ 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 __________ Byshares may be sold in any one trading day.] Commission/Discount: Xxxx X. Xxxx Title: Executive Director SCHEDULE A -------------------------------------------------------------------------------- Number of Shares to be Name Purchased ---- --------- -------------------------------------------------------------------------------- UBS Warburg LLC -------------------------------------------------------------------------------- X.X. Xxxxxxx & Sons, Inc. -------------------------------------------------------------------------------- RBC Xxxx Xxxxxxxx Incorporated -------------------------------------------------------------------------------- Wachovia Securities, Inc. -------------------------------------------------------------------------------- Xxxxx Fargo Securities, LLC -------------------------------------------------------------------------------- Xxxxxxx, Xxxxxx & Co. -------------------------------------------------------------------------------- H&R Block Financial Advisors, Inc. --------------------------------------------------------------------------- ---- Quick & Xxxxxx, Inc. --------------------------------------------------------------------------- ---- Wedbush Xxxxxx Securities Inc. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TOTAL -------------------------------------------------------------------------------- SCHEDULE B FORM OF OPINION OF ROPES & XXXX REGARDING THE FUND October [ ], 2002 UBS Warburg LLC X.X. Xxxxxxx & Sons, Inc. RBC Xxxx Xxxxxxxx Incorporated Wachovia Securities, Inc. Xxxxx Fargo Securities, LLC Xxxxxxx, Xxxxxx & Co. H&R Block Financial Advisors, Inc. Quick & Xxxxxx, Inc. Wedbush Xxxxxx Securities Inc. c/o UBS Warburg LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: We have acted as counsel to PIMCO California Municipal Income Fund III (the "Fund") in connection with the proposed issuance of [ ] common shares of beneficial interest (the "Shares"). This opinion is furnished to you pursuant to Section 7(e) of the Underwriting Agreement dated as of October [___], 2002 (the "Underwriting Agreement") among the Fund, e Funds Advisors LLC (the name of which entity is expected to be changed to "PIMCO Advisors Fund Management LLC," effective October 31, 2002) (the "Investment Manager") and UBS Warburg LLC, X.X. Xxxxxxx & Sons, Inc., RBC Xxxx Xxxxxxxx Incorporated, Wachovia Securities, Inc., Xxxxx Fargo Securities, LLC, Xxxxxxx, Xxxxxx & Co., H&R Block Financial Advisors, Inc., Quick & Xxxxxx, Inc., and Wedbush Xxxxxx Securities Inc., as representatives of the underwriters listed on Schedule A thereto (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. 333-98585) under the Securities Act of 1933, as amended (the "Securities Act") (which also constitutes the Fund's Registration Statement on Form N-2 (File No. 811-21188) 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 [ ], 2002 (the "Original Registration Statement"), Pre-Effective Amendment No. 1 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002 ("Pre-Effective Amendment No. 1"), Pre-Effective Amendment No. 2 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002 ("Pre- Effective Amendment No. 2") and Pre-Effective Amendment No. 3 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002 ("Pre-Effective Amendment No. 3," and together with Pre-Effective Amendment No. 1, Pre-Effective Amendment No. 2 and the Original Registration Statement, the "Registration Statement"); the Fund's Notification of Registration on Form N-8A under the Investment Company Act, as filed with the Commission on [ ], 2002 (the "Notification of Registration"); the Fund's Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as filed with the Commission on [ ], 2002 (the "Exchange Act Registration Statement"); 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 By-laws of the Fund, as amended to the date hereof (the "By-laws"); a copy of the Prospectus dated [ ], 2002, relating to the Shares and the Statement of Additional Information of the Fund dated [ ], 2002, each as filed with the Commission pursuant to Rule 497 under the Securities Act on [ ], 2002 (together, the "Prospectus"); the Investment Management Agreement dated as of [ ], 2002, between the Fund and the Investment Manager (the "Investment Management Agreement"); the Portfolio Management Agreement dated as of [ ], 2002, between Pacific Investment Management Company LLC (the "Portfolio Manager") and the Investment Manager (the "Portfolio Management Agreement"); the Custodian Agreement dated as of [ ], 2002, between the Fund and State Street Bank and Trust Company (the "Custodian Agreement") and the Transfer Agency Services Agreement dated as of [ ], 2002, between the Fund and PFPC Inc. (the "Transfer Agency Agreement," and together with the Custodian Agreement, the "Fund Agreements"); the Terms and Conditions of the Fund's Dividend Reinvestment Plan; and the Underwriting Agreement. Additionally, we have relied upon the oral representation of Mr. Xxxxx X'Xxxxxx of the Commission staff to the effect that the Registration Statement and the Exchange Act Registration Statement became effective as of [___ ~~a.m./p.m~~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).] on [ ], 2002; a letter dated [ ], 2002, from Xx. Xxxxxxxxx Xxxxxx, Executive Vice President of the New York Stock Exchange, authorizing the Shares for listing on such Exchange; and the oral representation by the [ ] of the Commission [staff] 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 sole shareholder and the Board of Trustees of the Fund, the documents delivered to the Underwriters by the Fund and the Investment Manager dated as of the date hereof pursuant to the Underwriting Agreement and such other documents, including certificates of officers of the Fund and certificates of the Secretary of State of the State of New York as to the qualification and good standing of the Fund as a foreign entity in New York and the Secretary of State of the State of California as to the qualification and good standing of the Fund as a foreign entity in California, as we have deemed necessary for purposes of rendering our opinions below. 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. 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 the Underwriting Agreement provides that it is to be governed by and construed in accordance with the laws of the State of New York and the Transfer Agency Agreement provides that it is to be governed by and construed in accordance with the laws of the State of Delaware, 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 Underwriting Agreement, the Investment Management Agreement and 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 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. In respect of our opinions set forth in paragraphs [7], [9] and [11] 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 foregoing, we are of the opinion that: 1. The Registration Statement and all post-effective amendments on or before the Closing Date, if any, are effective under the Securities Act; the filing of the Prospectus pursuant to Rule 497 under the Securities Act has been made in the manner and within the time period required by Rule 497; and based upon oral inquiries to the Commission staff on [ ], 2002, and on this date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for any such purpose is pending or threatened by the Commission. 2. The Fund has been duly organized and is validly existing and in good standing as an unincorporated voluntary association under and by virtue of the laws of The Commonwealth of Massachusetts and has full power and authority to own or lease its properties and to conduct its business as described in the Registration Statement and the Prospectus. The Fund is duly qualified to do business and is in good standing as a foreign [entity] in New York and California.

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 the Fund, the Investment Manager and the Underwriters, please so indicate in the space provided below, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Manager and the Underwriters, severally. Very truly yours, PIMCO ~~CALIFORNIA~~ MUNICIPAL INCOME FUND ~~III ___________~~II ________________________ By: Title: PIMCO FUNDS ADVISORS LLC ~~__________~~_________________________ By: Title: Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS WARBURG LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXXX & SONS, INC. ~~RBC XXXX XXXXXXXX INCORPORATED WACHOVIA~~ FIRST UNION SECURITIES, INC. ~~XXXXX FARGO SECURITIES, LLC XXXXXXX, XXXXXX & CO. H&R BLOCK FINANCIAL ADVISORS, INC.~~ PRUDENTIAL SECURITIES INCORPORATED QUICK & XXXXXX, INC. ~~WEDBUSH XXXXXX SECURITIES~~ A FLEETBOSTON FINANCIAL COMPANY XXXXXXX XXXXX & ASSOCIATES, INC. RBC XXXX XXXXXXXX INCORPORATED XXXXX FARGO SECURITIES, LLC XXXXXXXXXX & CO. INC. MCDONALD INVESTMENTS, INC. A KEYCORP COMPANY By: UBS WARBURG LLC ____________________________ By: Xxxxx Xxxxxxxx Title: Managing Director ____________________________ By: Xxxx X. Xxxx Title: Executive Director SCHEDULE A ~~--------------------------------------------------------------------------------~~ Number of Shares Name to be ~~Name~~ Purchased ~~---- --------- --------------------------------------------------------------------------------~~ UBS Warburg ~~LLC --------------------------------------------------------------------------------~~ [_______] Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated [_______] X.X. Xxxxxxx & Sons, Inc. ~~--------------------------------------------------------------------------------~~ [_______] First Union Securities [_______] Prudential Securities Incorporated [_______] Quick & Xxxxxx, Inc. A FleetBoston Financial Company [_______] Xxxxxxx Xxxxx & Associates, Inc. [_______] RBC Xxxx Xxxxxxxx Incorporated ~~-------------------------------------------------------------------------------- Wachovia Securities, Inc. --------------------------------------------------------------------------------~~ [_______] Xxxxx Fargo Securities, LLC ~~-------------------------------------------------------------------------------- Xxxxxxx, Xxxxxx~~ [_______] Xxxxxxxxxx & ~~Co. -------------------------------------------------------------------------------- H&R Block Financial Advisors~~Co., Inc. ~~--------------------------------------------------------------------------- ---- Quick & Xxxxxx~~[_______] McDonald Investments, Inc. --------------------------------------------------------------------------- ---- Wedbush Xxxxxx Securities Inc. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TOTAL -------------------------------------------------------------------------------- A KeyCorp Company [_______] Total [_______] SCHEDULE B FORM OF OPINION OF ROPES & XXXX REGARDING THE FUND ~~October [~~ June [___], 2002 UBS Warburg LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxxx & Sons, Inc. First Union Securities, Inc. Prudential Securities Incorporated Quick & Xxxxxx, Inc. A FleetBoston Financial Company Xxxxxxx Xxxxx & Associates, Inc. RBC Xxxx Xxxxxxxx Incorporated ~~Wachovia Securities, Inc.~~ Xxxxx Fargo Securities, LLC ~~Xxxxxxx, Xxxxxx~~ Xxxxxxxxxx & Co. ~~H&R Block Financial Advisors~~Inc. McDonald Investments, Inc. ~~Quick & Xxxxxx, Inc. Wedbush Xxxxxx Securities Inc.~~ A KeyCorp Company c/o UBS Warburg LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: We have acted as counsel to PIMCO ~~California~~ Municipal Income Fund ~~III~~ II (the "Fund") in connection with the proposed issuance of [ ] common shares of beneficial interest (the "Shares"). This opinion is furnished to you pursuant to Section 7(e) of the Underwriting Agreement dated as of ~~October~~ June [___], 2002 (the "Underwriting Agreement") among the Fund, e PIMCO Funds Advisors LLC ~~(the name of which entity is expected to be changed to "PIMCO Advisors Fund Management LLC," effective October 31, 2002)~~ (the "Investment Manager") and UBS Warburg LLC, CIBC World Markets Corp. and X.X. Xxxxxxx & Sons, Inc., RBC Xxxx Xxxxxxxx Incorporated, Wachovia Securities, Inc., Xxxxx Fargo Securities, LLC, Xxxxxxx, Xxxxxx & Co., H&R Block Financial Advisors, Inc., Quick & Xxxxxx, Inc., and Wedbush Xxxxxx Securities Inc., as representatives of the underwriters listed on Schedule A thereto (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-~~98585~~86282) under the Securities Act of 1933, as amended (the "Securities Act") (which also constitutes the Fund's Registration Statement on Form N-2 (File No. 811-~~21188~~21076) 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 15, 2002 (the "Original Registration Statement"), Pre-Effective Amendment No. 1 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on ~~[ ]~~May 29, 2002 ("Pre-Effective Amendment No. 1"), Pre-Effective Amendment No. 2 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ June [___], 2002 ("~~Pre-~~ Pre-Effective Amendment No. 2") and Pre-Effective Amendment No. 3 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ June [___], 2002 ("Pre-Effective Amendment No. 3," and together with Pre-Effective Amendment No. 1, Pre-Effective Amendment No. 2 and the Original Registration Statement, the "Registration Statement"); the Fund's Notification of Registration on Form N-8A under the Investment Company Act, as filed with the Commission on ~~[ ]~~April 15, 2002 (the "Notification of Registration"); the Fund's Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as filed with the Commission on [ June [___], 2002 (the "Exchange Act Registration Statement"); 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 By-laws of the Fund, as amended to the date hereof (the "By-laws"); a copy of the Prospectus dated [ June [___], 2002, relating to the Shares and the Statement of Additional Information of the Fund dated [ June [___], 2002, each as filed with the Commission pursuant to Rule 497 under the Securities Act on [ June [___], 2002 (together, the "Prospectus"); the Investment Management Agreement dated as of [ June [___], 2002, between the Fund and the Investment Manager (the "Investment Management Agreement"); the Portfolio Management Agreement dated as of [ June [___], 2002, between Pacific Investment Management Company LLC (the "Portfolio Manager") and the Investment Manager (the "Portfolio Management Agreement"); the Custodian Agreement dated as of [ June [___], 2002, between the Fund and State Street Bank and Trust Company (the "Custodian Agreement") and the Transfer Agency Services Agreement dated as of [ June [___], 2002, between the Fund and PFPC Inc. (the "Transfer Agency Agreement," and together with the Custodian Agreement, the "Fund Agreements"); the Terms and Conditions of the Fund's Dividend Reinvestment Plan; and the Underwriting Agreement. Additionally, we have relied upon the oral representation of Mr. Xxxxx X'Xxxxxx of the Commission staff to the effect that the Registration Statement and the Exchange Act Registration Statement became effective as of [___ a.m./p.m.] on [ June [___], 2002; a letter dated [ June [___], 2002, from Xx. Xxxxxxxxx Xxxxxx, Executive Vice President of the New York Stock Exchange, authorizing the Shares for listing on such Exchange; and the oral representation by the [ [_________] of the Commission [staff] 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 sole shareholder and the Board of Trustees of the Fund, the documents delivered to the Underwriters by the Fund and the Investment Manager dated as of the date hereof pursuant to the Underwriting Agreement and such other documents, including certificates of officers of the Fund and certificates of the Secretary of State of the State of New York as to the qualification and good standing of the Fund as a foreign entity in New York and the Secretary of State of the State of California as to the qualification and good standing of the Fund as a foreign entity in California, as we have deemed necessary for purposes of rendering our opinions below. 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. 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 the Underwriting Agreement provides that it is to be governed by and construed in accordance with the laws of the State of New York and the Transfer Agency Agreement provides that it is to be governed by and construed in accordance with the laws of the State of Delaware, 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 Underwriting Agreement, the Investment Management Agreement and 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 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. In respect of our opinions set forth in paragraphs [7], [9] and [11] 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 foregoing, we are of the opinion that: 1. The Registration Statement and all post-effective amendments on or before the Closing Date, if any, are effective under the Securities Act; the filing of the Prospectus pursuant to Rule 497 under the Securities Act has been made in the manner and within the time period required by Rule 497; and based upon oral inquiries to the Commission staff on [ June [___], 2002, and on this date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for any such purpose is pending or threatened by the Commission. 2. The Fund has been duly organized and is validly existing and in good standing as an unincorporated voluntary association under and by virtue of the laws of The Commonwealth of Massachusetts and has full power and authority to own or lease its properties and to conduct its business as described in the Registration Statement and the Prospectus. The Fund is duly qualified to do business and is in good standing as a foreign [entity] in New York and California.

Appears in 1 contract

Samples: Underwriting 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 by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this ~~Underwriting~~ Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding among the Fund, the Investment Manager and the Underwriters, please so indicate in the space provided below, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Manager and the Underwriters, severally. Very truly yours, ~~PIMCO CALIFORNIA MUNICIPAL~~ FIRST TRUST ENERGY INCOME AND GROWTH FUND ~~III ___________________________________~~ By: /s/ Xxxx X. Xxxxxxx ----------------------------------- Name: Xxxx X. Xxxxxxx Title: ~~PIMCO FUNDS~~ President and Chief Executive Officer FIRST TRUST ADVISORS ~~LLC ___________________________________~~ L.P. By: /s/ Xxxx X. Xxxxxxx ----------------------------------- Name: Xxxx X. Xxxxxxx Title: Chief Financial Officer and Chief Operating Officer ENERGY INCOME PARTNERS, LLC By: /s/ Xxx Xxx ----------------------------------- Name: Xxx Xxx Title: Member, Vice President and Secretary [Signature page to Underwriting Agreement] Accepted ~~and agreed to~~ as of the date ~~first above written~~hereof Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. RBC Capital Markets, LLC Acting severally on behalf of themselves and the ~~other~~ several Underwriters named in Schedule A UBS WARBURG LLC X.X. XXXXXXX & SONS, INC. RBC XXXX XXXXXXXX INCORPORATED WACHOVIA SECURITIES, INC. XXXXX FARGO SECURITIES, LLC XXXXXXX, XXXXXX & CO. H&R BLOCK FINANCIAL ADVISORS, INC. QUICK & XXXXXX, INC. WEDBUSH XXXXXX SECURITIES INC. I hereto By: ~~UBS WARBURG~~ Xxxxxx Xxxxxxx & Co. LLC ~~_________________________~~ By: /s/ Xxx Xxxxxxxxx -------------------------------------------- Name: Xxx Xxxxxxxxx Title: Vice President [By: Citigroup Global Markets Inc. By: /s/ Xxxxx ~~Xxxxxxxx~~ Xxxxxxx -------------------------------------------- Name: Xxxxx Xxxxxxx Title: Managing Director ~~_________________________~~ By: ~~Xxxx X. Xxxx~~ RBC Capital Markets, LLC By: /s/ Xxxxxxxx Xxxxxx -------------------------------------------- Name: Xxxxxxxx Xxxxxx Title: ~~Executive~~ Director [Signature page to Underwriting Agreement] SCHEDULE A -------------------------------------------------------------------------------- Number of Shares to be Name Purchased ---- --------- -------------------------------------------------------------------------------- UBS Warburg LLC -------------------------------------------------------------------------------- X.X. I NUMBER OF FIRM SHARES TO BE UNDERWRITER PURCHASED Xxxxxx Xxxxxxx & ~~Sons~~Co. LLC................................... 780,000 Citigroup Global Markets Inc............................... 780,000 RBC Capital Markets, Inc. -------------------------------------------------------------------------------- RBC Xxxx Xxxxxxxx Incorporated -------------------------------------------------------------------------------- Wachovia Securities, Inc. -------------------------------------------------------------------------------- Xxxxx Fargo Securities, LLC -------------------------------------------------------------------------------- Xxxxxxx, Xxxxxx LLC................................... 360,000 Xxxxxxxxxxx & Co. -------------------------------------------------------------------------------- H&R Block Financial Advisors, Inc. --------------------------------------------------------------------------- ---- Quick & Xxxxxx, Inc. --------------------------------------------------------------------------- ---- Wedbush Inc...................................... 240,000 Xxxxxx Securities Inc. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TOTAL -------------------------------------------------------------------------------- SCHEDULE B FORM OF OPINION OF ROPES & XXXX REGARDING THE FUND October [ ], 2002 UBS Warburg LLC X.X. Xxxxxxx & Sons, Inc. RBC Xxxx Xxxxxxxx Incorporated Wachovia Securities, Inc. X. Xxxxx ~~Fargo Securities, LLC Xxxxxxx, Xxxxxx~~ & Co. H&R Block Financial Advisors, Inc. Quick & Xxxxxx, Inc. Wedbush Xxxxxx Securities Inc. c/o UBS Warburg LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: We have acted as counsel to PIMCO California Municipal Income Fund III (the "Fund") in connection with the proposed issuance of [ ] common shares of beneficial interest (the "Shares"). This opinion is furnished to you pursuant to Section 7(e) of the Underwriting Agreement dated as of October [___], 2002 (the "Underwriting Agreement") among the Fund, e Funds Advisors LLC (the name of which entity is expected to be changed to "PIMCO Advisors Fund Management LLC," effective October 31, 2002) (the "Investment Manager") and UBS Warburg LLC, X.X. Xxxxxxx & Sons, Inc., RBC Xxxx Xxxxxxxx Incorporated, Wachovia Securities, Inc., Xxxxx Fargo Securities, LLC, Xxxxxxx, Xxxxxx & Co., H&R Block Financial Advisors, Inc., Quick & Xxxxxx, Inc., and Wedbush Xxxxxx Securities Inc., as representatives of the underwriters listed on Schedule A thereto (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. 333-98585) under the Securities Act of 1933, as amended (the "Securities Act") (which also constitutes the Fund's Registration Statement on Form N-2 (File No. 811-21188) 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 [ ], 2002 (the "Original Registration Statement"), Pre-Effective Amendment No. 1 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002 ("Pre-Effective Amendment No. 1"), Pre-Effective Amendment No. 2 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002 ("Pre- Effective Amendment No. 2") and Pre-Effective Amendment No. 3 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002 ("Pre-Effective Amendment No. 3," and together with Pre-Effective Amendment No. 1, Pre-Effective Amendment No. 2 and the Original Registration Statement, the "Registration Statement"); the Fund's Notification of Registration on Form N-8A under the Investment Company Act, as filed with the Commission on [ ], 2002 (the "Notification of Registration"); the Fund's Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as filed with the Commission on [ ], 2002 (the "Exchange Act Registration Statement"); 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 By-laws of the Fund, as amended to the date hereof (the "By-laws"); a copy of the Prospectus dated [ ], 2002, relating to the Shares and the Statement of Additional Information of the Fund dated [ ], 2002, each as filed with the Commission pursuant to Rule 497 under the Securities Act on [ ], 2002 (together, the "Prospectus"); the Investment Management Agreement dated as of [ ], 2002, between the Fund and the Investment Manager (the "Investment Management Agreement"); the Portfolio Management Agreement dated as of [ ], 2002, between Pacific Investment Management Company LLC (the "Portfolio Manager") and the Investment Manager (the "Portfolio Management Agreement"); the Custodian Agreement dated as of [ ], 2002, between the Fund and State Street Bank and Trust Company (the "Custodian Agreement") and the Transfer Agency Services Agreement dated as of [ ], 2002, between the Fund and PFPC Inc. (the "Transfer Agency Agreement," and together with the Custodian Agreement, the "Fund Agreements"); the Terms and Conditions of the Fund's Dividend Reinvestment Plan; and the Underwriting Agreement. Additionally, we have relied upon the oral representation of Mr. Xxxxx X'Xxxxxx of the Commission staff to the effect that the Registration Statement and the Exchange Act Registration Statement became effective as of [___ a.m./p.m.] on [ ], 2002; a letter dated [ ], 2002, from Xx. Xxxxxxxxx Xxxxxx, Executive Vice President of the New York Stock Exchange, authorizing the Shares for listing on such Exchange; and the oral representation by the [ ] of the Commission [staff] 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 sole shareholder and the Board of Trustees of the Fund, the documents delivered to the Underwriters by the Fund and the Investment Manager dated as of the date hereof pursuant to the Underwriting Agreement and such other documents, including certificates of officers of the Fund and certificates of the Secretary of State of the State of New York as to the qualification and good standing of the Fund as a foreign entity in New York and the Secretary of State of the State of California as to the qualification and good standing of the Fund as a foreign entity in California, as we have deemed necessary for purposes of rendering our opinions below. 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. 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 the Underwriting Agreement provides that it is to be governed by and construed in accordance with the laws of the State of New York and the Transfer Agency Agreement provides that it is to be governed by and construed in accordance with the laws of the State of Delaware, 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 Underwriting Agreement, the Investment Management Agreement and 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 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. In respect of our opinions set forth in paragraphs [7], [9] and [11] 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 foregoing, we are of the opinion thatIncorporated ........................ 240,000 --------------- Total:............................................ 2,400,000 =============== SCHEDULE II OMITTING PROSPECTUSES 1. ~~The Registration Statement and all post-effective amendments on or before the Closing Date~~Launch press release dated July 25, if any, are effective under the Securities Act; the filing of the Prospectus pursuant to Rule 497 under the Securities Act has been made in the manner and within the time period required by Rule 497; and based upon oral inquiries to the Commission staff on [ ], 2002, and on this date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for any such purpose is pending or threatened by the Commission2012. 2. ~~The Fund has been duly organized and is validly existing and in good standing as an unincorporated voluntary association under and by virtue~~ Pricing press release dated July 26, 2012. SCHEDULE III 1. Price per Share to the public: $30.50 2. Number of ~~the laws~~ Shares sold: 2,400,000 3. Number of The Commonwealth of Massachusetts and has full power and authority to own or lease its properties and to conduct its business as described in the Registration Statement and the Prospectus. The Fund is duly qualified to do business and is in good standing as a foreign [entity] in New York and California.Additional Shares: 360,000

Appears in 1 contract

Samples: Underwriting Agreement (First Trust Energy Income & Growth 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 the Fund, the Investment Manager and the Underwriters, please so indicate in the space provided below, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Manager and the Underwriters, severally. Very truly yours, PIMCO ~~CALIFORNIA~~ NEW YORK MUNICIPAL INCOME FUND III ~~___________~~________________________ By: Title: PIMCO FUNDS ADVISORS LLC ~~___________~~________________________ By: Title: Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS WARBURG LLC X.X. XXXXXXX & ~~SONS~~Sons, ~~INC.~~ Inc. RBC XXXX XXXXXXXX INCORPORATED WACHOVIA SECURITIES, INC. ~~XXXXX FARGO SECURITIES, LLC XXXXXXX, XXXXXX & CO. H&R BLOCK FINANCIAL ADVISORS~~ADVEST, INC. XXXXXXXXXX & Co. Inc. H&R Block Financial Advisors, Inc. XXXXXX XXXXXXXXXX XXXXX LLC QUICK & ~~XXXXXX~~Xxxxxx, ~~INC. WEDBUSH XXXXXX SECURITIES INC.~~ Inc. By: UBS WARBURG LLC ___________________________ By: Xxxxx Xxxxxxxx Title: Managing Director ___________________________ By: Xxxx X. ~~Xxxx~~ Reit Title: Executive Director SCHEDULE A -------------------------------------------------------------------------------- Name Number of Shares to be ~~Name~~ Purchased ---- ~~---------~~ --------------------------------- -------------------------------------------------------------------------------- UBS Warburg LLC -------------------------------------------------------------------------------- X.X. Xxxxxxx & Sons, Inc. -------------------------------------------------------------------------------- RBC Xxxx Xxxxxxxx Incorporated -------------------------------------------------------------------------------- Wachovia Securities, Inc. -------------------------------------------------------------------------------- ~~Xxxxx Fargo Securities~~Advest, ~~LLC~~ Inc. -------------------------------------------------------------------------------- ~~Xxxxxxx, Xxxxxx~~ Xxxxxxxxxx & Co. Inc. -------------------------------------------------------------------------------- H&R Block Financial Advisors, Inc. ~~--------------------------------------------------------------------------- ----~~ -------------------------------------------------------------------------------- Xxxxxx Xxxxxxxxxx Xxxxx LLC -------------------------------------------------------------------------------- Quick & Xxxxxx, ~~Inc. --------------------------------------------------------------------------- ---- Wedbush Xxxxxx Securities~~ Inc. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TOTAL -------------------------------------------------------------------------------- SCHEDULE B FORM OF OPINION OF ROPES & XXXX REGARDING THE FUND October [ ], 2002 UBS Warburg LLC X.X. Xxxxxxx & Sons, Inc. RBC Xxxx Xxxxxxxx Incorporated Wachovia Securities, Inc. ~~Xxxxx Fargo Securities~~Advest, ~~LLC Xxxxxxx, Xxxxxx~~ Inc. Xxxxxxxxxx & Co. Inc. H&R Block Financial Advisors, Inc. Xxxxxx Xxxxxxxxxx Xxxxx LLC Quick & Xxxxxx, ~~Inc. Wedbush Xxxxxx Securities~~ Inc. c/o UBS Warburg LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: We have acted as counsel to PIMCO ~~California~~ New York Municipal Income Fund III (the "Fund") in connection with the proposed issuance of [ ] common shares of beneficial interest (the "Shares"). This opinion is furnished to you pursuant to Section 7(e) of the Underwriting Agreement dated as of October [___], 2002 (the "Underwriting Agreement") among the Fund, e PIMCO Funds Advisors LLC (the name of which entity is expected to be changed to "PIMCO Advisors Fund Management LLC," effective October 31, 2002) (the "Investment Manager") and UBS Warburg LLC, X.X. Xxxxxxx & Sons, Inc., RBC Xxxx Xxxxxxxx Incorporated, Wachovia Securities, Inc., ~~Xxxxx Fargo Securities~~Advest, ~~LLC~~Inc., ~~Xxxxxxx, Xxxxxx~~ Xxxxxxxxxx & ~~Co.~~Co. Inc., H&R Block Financial Advisors, Inc., Xxxxxx Xxxxxxxxxx Xxxxx LLC, and Quick & Xxxxxx, ~~Inc., and Wedbush Xxxxxx Securities~~ Inc., as representatives of the underwriters listed on Schedule A thereto (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-~~98585~~98583) under the Securities Act of 1933, as amended (the "Securities Act") (which also constitutes the Fund's Registration Statement on Form N-2 (File No. 811-~~21188~~21189) 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 [ ], 2002 (the "Original Registration Statement"), Pre-Effective Amendment No. 1 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002 ("Pre-Effective Amendment No. 1"), Pre-Effective Amendment No. 2 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002 ("~~Pre-~~ Pre-Effective Amendment No. 2") and Pre-Effective Amendment No. 3 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002 ("Pre-Effective Amendment No. 3," and together with Pre-Effective Amendment No. 1, Pre-Effective Amendment No. 2 and the Original Registration Statement, the "Registration Statement"); the Fund's Notification of Registration on Form N-8A under the Investment Company Act, as filed with the Commission on [ ], 2002 (the "Notification of Registration"); the Fund's Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as filed with the Commission on [ ], 2002 (the "Exchange Act Registration Statement"); 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 By-laws of the Fund, as amended to the date hereof (the "By-laws"); a copy of the Prospectus dated [ ], 2002, relating to the Shares and the Statement of Additional Information of the Fund dated [ ], 2002, each as filed with the Commission pursuant to Rule 497 under the Securities Act on [ ], 2002 (together, the "Prospectus"); the Investment Management Agreement dated as of [ ], 2002, between the Fund and the Investment Manager (the "Investment Management Agreement"); the Portfolio Management Agreement dated as of [ ], 2002, between Pacific Investment Management Company LLC (the "Portfolio Manager") and the Investment Manager (the "Portfolio Management Agreement"); the Custodian Agreement dated as of [ ], 2002, between the Fund and State Street Bank and Trust Company (the "Custodian Agreement") and the Transfer Agency Services Agreement dated as of [ ], 2002, between the Fund and PFPC Inc. (the "Transfer Agency Agreement," and together with the Custodian Agreement, the "Fund Agreements"); the Terms and Conditions of the Fund's Dividend Reinvestment Plan; and the Underwriting Agreement. Additionally, we have relied upon the oral representation of Mr. Xxxxx X'Xxxxxx of the Commission staff to the effect that the Registration Statement and the Exchange Act Registration Statement became effective as of [___ a.m./p.m.] on [ ], 2002; a letter dated [ ], 2002, from Xx. Xxxxxxxxx Xxxxxx, Executive Vice President of the New York Stock Exchange, authorizing the Shares for listing on such Exchange; and the oral representation by the [ ] of the Commission [staff] 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 sole shareholder and the Board of Trustees of the Fund, the documents delivered to the Underwriters by the Fund and the Investment Manager dated as of the date hereof pursuant to the Underwriting Agreement and such other documents, including certificates of officers of the Fund and certificates of the Secretary of State of the State of New York as to the qualification and good standing of the Fund as a foreign entity in New York and the Secretary of State of the State of California as to the qualification and good standing of the Fund as a foreign entity in California, as we have deemed necessary for purposes of rendering our opinions below. 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. 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 the Underwriting Agreement provides that it is to be governed by and construed in accordance with the laws of the State of New York and the Transfer Agency Agreement provides that it is to be governed by and construed in accordance with the laws of the State of Delaware, 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 Underwriting Agreement, the Investment Management Agreement and 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 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. In respect of our opinions set forth in paragraphs [7], [9] and [11] 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 foregoing, we are of the opinion that: 1. The Registration Statement and all post-effective amendments on or before the Closing Date, if any, are effective under the Securities Act; the filing of the Prospectus pursuant to Rule 497 under the Securities Act has been made in the manner and within the time period required by Rule 497; and based upon oral inquiries to the Commission staff on [ ], 2002, and on this date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for any such purpose is pending or threatened by the Commission. 2. The Fund has been duly organized and is validly existing and in good standing as an unincorporated voluntary association under and by virtue of the laws of The Commonwealth of Massachusetts and has full power and authority to own or lease its properties and to conduct its business as described in the Registration Statement and the Prospectus. The Fund is duly qualified to do business and is in good standing as a foreign [entity] in New York and California.

Appears in 1 contract

Samples: Underwriting Agreement (Pimco New York Municipal Income Fund Iii)

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 Manager and the Underwriters, please so indicate in the space provided below, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Manager and the Underwriters, severally. Very truly yours, PIMCO CALIFORNIA MUNICIPAL INCOME FUND III _____________________________~~_____~~_ By: Title: PIMCO ~~FUNDS~~ 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 X.X. XXXXXXX & SONS, INC. ~~RBC XXXX XXXXXXXX INCORPORATED WACHOVIA SECURITIES, INC.~~ XXXXXXX XXXXX ~~FARGO SECURITIES, LLC XXXXXXX,~~ XXXXXX ~~& CO. H&R BLOCK FINANCIAL ADVISORS, INC. QUICK & XXXXXX, INC. WEDBUSH XXXXXX SECURITIES~~ INC. By: UBS WARBURG LLC ___________________________ By: ~~Xxxxx Xxxxxxxx~~ Xxxx X. Reit Title: ~~Managing~~ Executive Director ___________________________ By: Xxxx X. ~~Xxxx~~ Key Title: ~~Executive~~ Director SCHEDULE A ~~--------------------------------------------------------------------------------~~ Number of Shares Name to be ~~Name~~ Purchased ---- ~~--------- --------------------------------------------------------------------------------~~ --------------- UBS Warburg LLC ~~--------------------------------------------------------------------------------~~ 3,330 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 2,220 X.X. Xxxxxxx & Sons, Inc. -------------------------------------------------------------------------------- RBC Xxxx Xxxxxxxx Incorporated -------------------------------------------------------------------------------- Wachovia Securities, 1,110 Xxxxxxx Xxxxx Xxxxxx Inc. -------------------------------------------------------------------------------- Xxxxx Fargo Securities, LLC -------------------------------------------------------------------------------- Xxxxxxx, Xxxxxx & Co. -------------------------------------------------------------------------------- H&R Block Financial Advisors, Inc. --------------------------------------------------------------------------- ---- Quick & Xxxxxx, Inc. --------------------------------------------------------------------------- ---- Wedbush Xxxxxx Securities Inc. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TOTAL -------------------------------------------------------------------------------- 740 ----- Total 7,400 SCHEDULE B FORM OF OPINION OF ROPES & XXXX REGARDING THE FUND ~~October [ ]~~December __, 2002 UBS Warburg LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxxx & Sons, Inc. ~~RBC Xxxx Xxxxxxxx Incorporated Wachovia Securities,~~ Xxxxxxx Xxxxx Xxxxxx Inc. ~~Xxxxx Fargo Securities, LLC Xxxxxxx, Xxxxxx & Co. H&R Block Financial Advisors, Inc. Quick & Xxxxxx, Inc. Wedbush Xxxxxx Securities Inc.~~ as Managing Underwriters c/o UBS Warburg LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: We have acted as counsel to PIMCO California Municipal Income Fund III (the "Fund") in connection with the proposed issuance of ~~[ ] common shares of beneficial interest (the "~~3,700 Auction Preferred Shares~~").~~ , Series A, and 3,700 Auction Preferred Shares, Series B. This opinion is furnished to you pursuant to Section ~~7(e~~6(e) of the Underwriting Agreement dated as of ~~October [~~December ___], 2002 (the "Underwriting Agreement") among the Fund, ~~e Funds Advisors LLC (the name of which entity is expected to be changed to "~~PIMCO Advisors Fund Management LLC (formerly, PIMCO Funds Advisors LLC~~," effective October 31, 2002~~) (the "Investment Manager") and UBS Warburg LLC, ~~X.X. Xxxxxxx & Sons, Inc., RBC Xxxx Xxxxxxxx Incorporated, Wachovia Securities, Inc., Xxxxx Fargo Securities, LLC, Xxxxxxx, Xxxxxx & Co., H&R Block Financial Advisors, Inc., Quick & Xxxxxx, Inc.,~~ on behalf of itself and ~~Wedbush Xxxxxx Securities Inc., as representatives of~~ the other underwriters ~~listed on Schedule A thereto~~ 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. 333-98585) under the Securities Act of 1933, as amended (the "Securities Act") (which also constitutes the Fund's Registration Statement on Form N-2 (File No. 811-21188) 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 [ ], 2002 (the "Original Registration Statement"), Pre-Effective Amendment No. 1 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002 ("Pre-Effective Amendment No. 1"), Pre-Effective Amendment No. 2 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002 ("Pre- Effective Amendment No. 2") and Pre-Effective Amendment No. 3 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002 ("Pre-Effective Amendment No. 3," and together with Pre-Effective Amendment No. 1, Pre-Effective Amendment No. 2 and the Original Registration Statement, the "Registration Statement"); the Fund's Notification of Registration on Form N-8A under the Investment Company Act, as filed with the Commission on [ ], 2002 (the "Notification of Registration"); the Fund's Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as filed with the Commission on [ ], 2002 (the "Exchange Act Registration Statement"); 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 By-laws of the Fund, as amended to the date hereof (the "By-laws"); a copy of the Prospectus dated [ ], 2002, relating to the Shares and the Statement of Additional Information of the Fund dated [ ], 2002, each as filed with the Commission pursuant to Rule 497 under the Securities Act on [ ], 2002 (together, the "Prospectus"); the Investment Management Agreement dated as of [ ], 2002, between the Fund and the Investment Manager (the "Investment Management Agreement"); the Portfolio Management Agreement dated as of [ ], 2002, between Pacific Investment Management Company LLC (the "Portfolio Manager") and the Investment Manager (the "Portfolio Management Agreement"); the Custodian Agreement dated as of [ ], 2002, between the Fund and State Street Bank and Trust Company (the "Custodian Agreement") and the Transfer Agency Services Agreement dated as of [ ], 2002, between the Fund and PFPC Inc. (the "Transfer Agency Agreement," and together with the Custodian Agreement, the "Fund Agreements"); the Terms and Conditions of the Fund's Dividend Reinvestment Plan; and the Underwriting Agreement. Additionally, we have relied upon the oral representation of Mr. Xxxxx X'Xxxxxx of the Commission staff to the effect that the Registration Statement and the Exchange Act Registration Statement became effective as of [___ a.m./p.m.] on [ ], 2002; a letter dated [ ], 2002, from Xx. Xxxxxxxxx Xxxxxx, Executive Vice President of the New York Stock Exchange, authorizing the Shares for listing on such Exchange; and the oral representation by the [ ] of the Commission [staff] 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 sole shareholder and the Board of Trustees of the Fund, the documents delivered to the Underwriters by the Fund and the Investment Manager dated as of the date hereof pursuant to the Underwriting Agreement and such other documents, including certificates of officers of the Fund and certificates of the Secretary of State of the State of New York as to the qualification and good standing of the Fund as a foreign entity in New York and the Secretary of State of the State of California as to the qualification and good standing of the Fund as a foreign entity in California, as we have deemed necessary for purposes of rendering our opinions below. 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. 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 the Underwriting Agreement provides that it is to be governed by and construed in accordance with the laws of the State of New York and the Transfer Agency Agreement provides that it is to be governed by and construed in accordance with the laws of the State of Delaware, 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 Underwriting Agreement, the Investment Management Agreement and 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 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. In respect of our opinions set forth in paragraphs [7], [9] and [11] 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 foregoing, we are of the opinion that: 1. The Registration Statement and all post-effective amendments on or before the Closing Date, if any, are effective under the Securities Act; the filing of the Prospectus pursuant to Rule 497 under the Securities Act has been made in the manner and within the time period required by Rule 497; and based upon oral inquiries to the Commission staff on [ ], 2002, and on this date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for any such purpose is pending or threatened by the Commission. 2. The Fund has been duly organized and is validly existing and in good standing as an unincorporated voluntary association under and by virtue of the laws of The Commonwealth of Massachusetts and has full power and authority to own or lease its properties and to conduct its business as described in the Registration Statement and the Prospectus. The Fund is duly qualified to do business and is in good standing as a foreign [entity] in New York and California.

Appears in 1 contract

Samples: Underwriting Agreement (Pimco California Municipal Income Fund Iii)

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 Manager and the Underwriters, please so indicate in the space provided below, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Manager and the Underwriters, severally. Very truly yours, ~~PIMCO CALIFORNIA MUNICIPAL~~ XXXXXXXX-XXXXXXXXX CONVERTIBLE & INCOME FUND ~~III ___________________________________~~ II -------------------------- By: Title: PIMCO ~~FUNDS~~ 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~~ SECURITIES LLC ~~X.X. XXXXXXX & SONS,~~ CITIGROUP GLOBAL MARKETS INC. ~~RBC XXXX XXXXXXXX INCORPORATED WACHOVIA SECURITIES~~XXXXXXX LYNCH, ~~INC. XXXXX FARGO SECURITIES, LLC XXXXXXX~~PIERCE, XXXXXX & ~~CO. H&R BLOCK FINANCIAL ADVISORS~~XXXXX INCORPORATED WACHOVIA CAPITAL MARKETS, ~~INC. QUICK & XXXXXX, INC. WEDBUSH XXXXXX SECURITIES INC.~~ LLC By: UBS ~~WARBURG~~ SECURITIES LLC ~~_________________________~~ -------------------------- By: Xxxxx Xxxxxxxx Title: Managing Director ~~_________________________~~ -------------------------- By: Xxxx X. Xxxx Title: Executive Director SCHEDULE A ~~--------------------------------------------------------------------------------~~ Number of Shares Name to be ~~Name~~ Purchased ---- ~~--------- --------------------------------------------------------------------------------~~ ----------------- UBS ~~Warburg~~ Securities LLC ~~-------------------------------------------------------------------------------- X.X.~~ Citigroup Global Markets Inc. Xxxxxxx ~~& Sons~~Xxxxx, Inc. -------------------------------------------------------------------------------- RBC Xxxx Xxxxxxxx Incorporated -------------------------------------------------------------------------------- Wachovia Securities, Inc. -------------------------------------------------------------------------------- Xxxxx Fargo Securities, LLC -------------------------------------------------------------------------------- XxxxxxxXxxxxx, Xxxxxx & ~~Co. -------------------------------------------------------------------------------- H&R Block Financial Advisors~~Xxxxx Incorporated Wachovia Capital Markets, Inc. --------------------------------------------------------------------------- ---- Quick & Xxxxxx, Inc. --------------------------------------------------------------------------- ---- Wedbush Xxxxxx Securities Inc. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TOTAL -------------------------------------------------------------------------------- LLC -------- Total SCHEDULE B FORM OF OPINION OF ROPES & ~~XXXX~~ GRAY LLP REGARDING THE FUND ~~October [ ]~~September , ~~2002~~ 2003 -- UBS ~~Warburg~~ Securities LLC ~~X.X.~~ Citigroup Global Markets Inc. Xxxxxxx ~~& Sons~~Lynch, ~~Inc. RBC Xxxx Xxxxxxxx Incorporated Wachovia Securities, Inc. Xxxxx Fargo Securities, LLC Xxxxxxx~~Pierce, Xxxxxx & ~~Co. H&R Block Financial Advisors~~Xxxxx Incorporated Wachovia Capital Markets, ~~Inc. Quick & Xxxxxx, Inc. Wedbush Xxxxxx Securities Inc.~~ LLC as Managing Underwriters c/o UBS ~~Warburg~~ Securities LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Dear Ladies and Gentlemen: We have acted as counsel to ~~PIMCO California Municipal~~ Xxxxxxxx-Xxxxxxxxx Convertible & Income Fund ~~III~~ II (the "Fund") in connection with the proposed issuance of ~~[ ] common shares of beneficial interest~~ 4,040 Auction Preferred Shares, Series A, 4,040 Auction Preferred Shares, Series B, 4040 Auction Preferred Shares, Series C, 4040 Auction Preferred Shares, Series D, and 4040 Auction Preferred Shares, Series E (together, the "~~Shares~~APS"). This opinion is furnished to you pursuant to Section ~~7(e~~6(e) of the Underwriting Agreement dated as of ~~October [___]~~September , ~~2002~~ 2003 (the "Underwriting Agreement") among the Fund, ~~e Funds Advisors LLC (the name of which entity is expected to be changed to "~~PIMCO Advisors Fund Management ~~LLC," effective October 31, 2002)~~ LLC (the "Investment Manager") and UBS ~~Warburg~~ Securities LLC, ~~X.X. Xxxxxxx & Sons, Inc., RBC Xxxx Xxxxxxxx Incorporated, Wachovia Securities, Inc., Xxxxx Fargo Securities, LLC, Xxxxxxx, Xxxxxx & Co., H&R Block Financial Advisors, Inc., Quick & Xxxxxx, Inc.,~~ on behalf of itself and ~~Wedbush Xxxxxx Securities Inc., as representatives of~~ the other underwriters ~~listed on Schedule A thereto~~ 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~~ registration statement of the Fund on Form N-2 (File No. 333-~~98585~~107594) under the Securities Act of 1933, as amended (the "Securities Act") (which also constitutes Amendment No. 5 to the Fund's Registration Statement on Form N-2 (File No. 811-~~21188~~21338) 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 ~~[ ]~~August 1, ~~2002~~ 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 ~~[ ]~~----- , ~~2002~~ 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 ~~[ ]~~, ~~2002 ("Pre- Effective Amendment No. 2") and Pre-Effective Amendment No. 3 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002~~ 2003 ("Pre-Effective Amendment No. 32," and ----- -- together with Pre-Effective Amendment No. ~~1, Pre-Effective Amendment No. 2~~ 1 and the Original Registration Statement, the "Registration Statement"); the Fund's Notification of Registration on Form N-8A (File No. 811-21338) under the Investment Company Act, as filed with the Commission on ~~[ ]~~April 23, ~~2002~~ 2003 (the "Notification of Registration"); the Fund's Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as filed with the Commission on [ ], 2002 (the "Exchange Act Registration Statement"); 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 ~~By-laws~~ Bylaws of the Fund, as amended to the date hereof (the "~~By-laws~~Bylaws"); a copy of the Prospectus dated ~~[ ]~~, ~~2002~~2003, relating to the ~~Shares~~ APS ----- -- and the Statement of Additional Information of the Fund dated ~~[ ]~~, ~~2002~~2003, ----- -- each as filed with the Commission pursuant to Rule 497 under the Securities Act on ~~[ ]~~, ~~2002~~ 2003 (together, the "Prospectus"); the Investment Management ----- -- Agreement dated as of ~~[ ]~~July 16, ~~2002~~2003, between the Fund and the Investment Manager (the "Investment Management Agreement"); the Portfolio Management Agreement dated as of ~~[ ]~~July 16, ~~2002~~2003, between ~~Pacific Investment~~ Xxxxxxxx-Xxxxxxxxx Capital Management ~~Company~~ 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 ~~[ ]~~July 16, ~~2002~~2003, between the Fund and ~~State Street Bank and Trust Company~~ Brown Brothers Xxxxxxxx & Co. (the "Custodian Agreement") ); and the ~~Transfer~~ Auction Agency ~~Services~~ Agreement dated as of ~~[ ]~~----- , ~~2002~~2003, between the Fund and ~~PFPC Inc.~~ Deutsche Bank Trust Company Americas (the -- "~~Transfer~~ Auction Agency Agreement," ~~and~~ and, together with the Custodian Agreement, the "Fund Agreements")~~; the Terms and Conditions of the Fund's Dividend Reinvestment Plan~~; and the Underwriting Agreement. Additionally, we have relied upon the oral representation of ~~Mr. Xxxxx X'Xxxxxx~~ [ ] of the staff of the Commission ~~staff~~ to the effect that the Registration Statement ~~and the Exchange Act Registration Statement~~ became effective as of ~~[___ a.m./p.m.]~~ a.m. on ~~[ ]~~, ~~2002; a letter dated [ ]~~---- ----- -- 2003, ~~2002, from Xx. Xxxxxxxxx Xxxxxx, Executive Vice President of the New York Stock Exchange, authorizing the Shares for listing on such Exchange;~~ and the oral representation by a member of the ~~[ ]~~ staff of the Commission ~~[staff]~~ 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 ~~sole shareholder~~ 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 hereof pursuant to the Underwriting Agreement and such other documents, including certificates of officers and Trustees of the Fund and certificates of the Secretary of State of the State of New York as to the qualification and good standing of the Fund as a foreign entity in New York and the Secretary of State of the State of California as to the qualification and good standing of the Fund as a foreign entity in CaliforniaFund, 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 September , 2003, certifying copies of (a) a Certificate of Designation by the Fund dated [ ], 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 September , 2003 relating to the Fund and (4) a LEXIS search on September , 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 the Transfer Agency Agreement provides that it is to be governed by and construed in accordance with the laws of the State of Delaware,~~ 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]~~ 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 Underwriting Agreement, the Investment Management Agreement and~~ 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]~~ 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]~~ 9 and ~~[11]~~ 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 foregoing, we are of the opinion that: 1. The Registration Statement and all post-effective amendments on or before the Closing Date, if any, are effective under the Securities Act; the filing of the Prospectus pursuant to Rule 497 under the Securities Act has been made in the manner and within the time period required by Rule 497; and based upon oral inquiries to the Commission staff on ~~[ ], 2002, and on this date~~the date hereof, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for any such purpose is pending or threatened by the Commission. 2. The Fund has been duly organized and is validly existing and in good standing as an unincorporated voluntary association under and by virtue of the laws of The Commonwealth of Massachusetts and has full power and authority to own or lease its properties and to conduct its business as described in the Registration Statement and the Prospectus. The Certificate of Designation relating to the Fund's conduct of business in the State of New York is on file with the Department of State of the State of New York, and the Fund is ~~duly qualified~~ entitled to do transact intrastate business ~~and is~~ in ~~good standing as a foreign [entity] in New York and~~ the State of California.

Appears in 1 contract

Samples: Underwriting Agreement (Nicholas Applegate 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 the Fund, the Investment Manager and the Underwriters, please so indicate in the space provided below, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Manager and the Underwriters, severally. Very truly yours, PIMCO ~~CALIFORNIA~~ NEW YORK MUNICIPAL INCOME FUND III ~~_________~~__________________________ By: Title: PIMCO ~~FUNDS~~ 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 X.X. XXXXXXX & SONS, INC. ~~RBC XXXX XXXXXXXX INCORPORATED WACHOVIA SECURITIES, INC.~~ XXXXXXX XXXXX ~~FARGO SECURITIES, LLC XXXXXXX,~~ XXXXXX ~~& CO. H&R BLOCK FINANCIAL ADVISORS, INC. QUICK & XXXXXX, INC. WEDBUSH XXXXXX SECURITIES~~ INC. By: UBS WARBURG LLC ___________________________ By: ~~Xxxxx Xxxxxxxx~~ Xxxx X. Reit Title: ~~Managing~~ Executive Director ___________________________ By: Xxxx X. ~~Xxxx~~ Key Title: ~~Executive~~ Director SCHEDULE A ~~--------------------------------------------------------------------------------~~ Number of Shares Name to be ~~Name~~ Purchased ---- ~~--------- --------------------------------------------------------------------------------~~ --------------- UBS Warburg LLC ~~--------------------------------------------------------------------------------~~ 846 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 564 X.X. Xxxxxxx & Sons, Inc. -------------------------------------------------------------------------------- RBC Xxxx Xxxxxxxx Incorporated -------------------------------------------------------------------------------- Wachovia Securities, 282 Xxxxxxx Xxxxx Xxxxxx Inc. -------------------------------------------------------------------------------- Xxxxx Fargo Securities, LLC -------------------------------------------------------------------------------- Xxxxxxx, Xxxxxx & Co. -------------------------------------------------------------------------------- H&R Block Financial Advisors, Inc. --------------------------------------------------------------------------- ---- Quick & Xxxxxx, Inc. --------------------------------------------------------------------------- ---- Wedbush Xxxxxx Securities Inc. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TOTAL -------------------------------------------------------------------------------- 188 ----- Total 1,880 SCHEDULE B FORM OF OPINION OF ROPES & XXXX REGARDING THE FUND ~~October [ ]~~December __, 2002 UBS Warburg LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxxx & Sons, Inc. ~~RBC Xxxx Xxxxxxxx Incorporated Wachovia Securities,~~ Xxxxxxx Xxxxx Xxxxxx Inc. ~~Xxxxx Fargo Securities, LLC Xxxxxxx, Xxxxxx & Co. H&R Block Financial Advisors, Inc. Quick & Xxxxxx, Inc. Wedbush Xxxxxx Securities Inc.~~ as Managing Underwriters c/o UBS Warburg LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: We have acted as counsel to PIMCO ~~California~~ New York Municipal Income Fund III (the "Fund") in connection with the proposed issuance of ~~[ ] common shares of beneficial interest~~ 1,880 Auction Preferred Shares, Series A (the "~~Shares~~APS"). This opinion is furnished to you pursuant to Section ~~7(e~~6(e) of the Underwriting Agreement dated as of ~~October [___]~~December 17, 2002 (the "Underwriting Agreement") among the Fund, ~~e Funds Advisors LLC (the name of which entity is expected to be changed to "~~PIMCO Advisors Fund Management LLC (formerly, PIMCO Funds Advisors LLC~~," effective October 31, 2002~~) (the "Investment Manager") and UBS Warburg LLC, ~~X.X. Xxxxxxx & Sons, Inc., RBC Xxxx Xxxxxxxx Incorporated, Wachovia Securities, Inc., Xxxxx Fargo Securities, LLC, Xxxxxxx, Xxxxxx & Co., H&R Block Financial Advisors, Inc., Quick & Xxxxxx, Inc.,~~ on behalf of itself and ~~Wedbush Xxxxxx Securities Inc., as representatives of~~ the other underwriters ~~listed on Schedule A thereto~~ 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. 333-98585) under the Securities Act of 1933, as amended (the "Securities Act") (which also constitutes the Fund's Registration Statement on Form N-2 (File No. 811-21188) 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 [ ], 2002 (the "Original Registration Statement"), Pre-Effective Amendment No. 1 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002 ("Pre-Effective Amendment No. 1"), Pre-Effective Amendment No. 2 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002 ("Pre- Effective Amendment No. 2") and Pre-Effective Amendment No. 3 to the Original Registration Statement, including all exhibits thereto, as filed with the Commission on [ ], 2002 ("Pre-Effective Amendment No. 3," and together with Pre-Effective Amendment No. 1, Pre-Effective Amendment No. 2 and the Original Registration Statement, the "Registration Statement"); the Fund's Notification of Registration on Form N-8A under the Investment Company Act, as filed with the Commission on [ ], 2002 (the "Notification of Registration"); the Fund's Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as filed with the Commission on [ ], 2002 (the "Exchange Act Registration Statement"); 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 By-laws of the Fund, as amended to the date hereof (the "By-laws"); a copy of the Prospectus dated [ ], 2002, relating to the Shares and the Statement of Additional Information of the Fund dated [ ], 2002, each as filed with the Commission pursuant to Rule 497 under the Securities Act on [ ], 2002 (together, the "Prospectus"); the Investment Management Agreement dated as of [ ], 2002, between the Fund and the Investment Manager (the "Investment Management Agreement"); the Portfolio Management Agreement dated as of [ ], 2002, between Pacific Investment Management Company LLC (the "Portfolio Manager") and the Investment Manager (the "Portfolio Management Agreement"); the Custodian Agreement dated as of [ ], 2002, between the Fund and State Street Bank and Trust Company (the "Custodian Agreement") and the Transfer Agency Services Agreement dated as of [ ], 2002, between the Fund and PFPC Inc. (the "Transfer Agency Agreement," and together with the Custodian Agreement, the "Fund Agreements"); the Terms and Conditions of the Fund's Dividend Reinvestment Plan; and the Underwriting Agreement. Additionally, we have relied upon the oral representation of Mr. Xxxxx X'Xxxxxx of the Commission staff to the effect that the Registration Statement and the Exchange Act Registration Statement became effective as of [___ a.m./p.m.] on [ ], 2002; a letter dated [ ], 2002, from Xx. Xxxxxxxxx Xxxxxx, Executive Vice President of the New York Stock Exchange, authorizing the Shares for listing on such Exchange; and the oral representation by the [ ] of the Commission [staff] 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 sole shareholder and the Board of Trustees of the Fund, the documents delivered to the Underwriters by the Fund and the Investment Manager dated as of the date hereof pursuant to the Underwriting Agreement and such other documents, including certificates of officers of the Fund and certificates of the Secretary of State of the State of New York as to the qualification and good standing of the Fund as a foreign entity in New York and the Secretary of State of the State of California as to the qualification and good standing of the Fund as a foreign entity in California, as we have deemed necessary for purposes of rendering our opinions below. 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. 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 the Underwriting Agreement provides that it is to be governed by and construed in accordance with the laws of the State of New York and the Transfer Agency Agreement provides that it is to be governed by and construed in accordance with the laws of the State of Delaware, 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 Underwriting Agreement, the Investment Management Agreement and 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 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. In respect of our opinions set forth in paragraphs [7], [9] and [11] 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 foregoing, we are of the opinion that: 1. The Registration Statement and all post-effective amendments on or before the Closing Date, if any, are effective under the Securities Act; the filing of the Prospectus pursuant to Rule 497 under the Securities Act has been made in the manner and within the time period required by Rule 497; and based upon oral inquiries to the Commission staff on [ ], 2002, and on this date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for any such purpose is pending or threatened by the Commission. 2. The Fund has been duly organized and is validly existing and in good standing as an unincorporated voluntary association under and by virtue of the laws of The Commonwealth of Massachusetts and has full power and authority to own or lease its properties and to conduct its business as described in the Registration Statement and the Prospectus. The Fund is duly qualified to do business and is in good standing as a foreign [entity] in New York and California.

Appears in 1 contract

Samples: Underwriting Agreement (Pimco New York Municipal Income Fund Iii)

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