Thornburg Income Builder Opportunities Trust [•] [Common Shares of Beneficial Interest] Par Value $0.001 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • July 27th, 2021 • Thornburg Income Builder Opportunities Trust • New York
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • July 27th, 2021 • Thornburg Income Builder Opportunities Trust • New York
This agreement (the “Agreement”) is between Thornburg Investment Management, Inc. (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to the Thornburg Income Builder Opportunities Trust (the “Trust”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement (as defined below).
AGREEMENT AND DECLARATION OF TRUST of THORNBURG INCOME BUILDER OPPORTUNITIES TRUST (a Delaware Statutory Trust) Dated as of October 19, 2020Trust Agreement • July 27th, 2021 • Thornburg Income Builder Opportunities Trust
THIS AGREEMENT AND DECLARATION OF TRUST is made as of October 19, 2020 by the Trustee named hereunder for the purpose of forming a Delaware statutory trust in accordance with the provisions hereinafter set forth.
CLOSED-END FUND DISTRIBUTION SERVICES AGREEMENTClosed-End Fund Distribution Services Agreement • July 27th, 2021 • Thornburg Income Builder Opportunities Trust • New York
THIS CLOSED-END FUND DISTRIBUTION SERVICES AGREEMENT (this “Agreement”) is made, as of December 17, 2020 (the “Effective Date”), by and between Vision 4 Fund Distributors, LLC (“Vision”) and Thornburg Investment Management, Inc. (the “Adviser”), relating to certain services to be provided by Vision to the Adviser with respect to a proposed closed-end investment company currently referred to as Thornburg Income Builder Opportunities Trust (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • July 27th, 2021 • Thornburg Income Builder Opportunities Trust • New York
Reference is made to the Underwriting Agreement dated July 27, 2021 (the “Underwriting Agreement”), by and among Thornburg Income Builder Opportunities Trust (the “Fund”), Thornburg Investment Management, Inc. (the “Adviser”) and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s shares of common stock, $0.001 par value per share (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • July 27th, 2021 • Thornburg Income Builder Opportunities Trust • New York
Reference is made to the Underwriting Agreement dated July 27, 2021 (the “Underwriting Agreement”), by and among Thornburg Income Builder Opportunities Trust (the “Fund”), Thornburg Investment Management, Inc. (the “Adviser”), Stifel, Nicolaus & Company, Incorporated (“Stifel”) and the several other Underwriters named therein, severally, with respect to the issue and sale of the Fund’s shares of common stock, $0.001 par value per share (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • July 27th, 2021 • Thornburg Income Builder Opportunities Trust • New York
Reference is made to the Underwriting Agreement dated July 27, 2021 (the “Underwriting Agreement”), by and among Thornburg Income Builder Opportunities Trust (the “Fund”), Thornburg Investment Management, Inc. (the “Adviser”) and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s shares of common stock, $0.001 par value per share (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • July 27th, 2021 • Thornburg Income Builder Opportunities Trust • New York
Reference is made to the Underwriting Agreement dated July 27, 2021 (the “Underwriting Agreement”), by and among Thornburg Income Builder Opportunities Trust (the “Fund”), Thornburg Investment Management, Inc. (the “Adviser”) and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s shares of common stock, $0.001 par value per share (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
Subscription AgreementSubscription Agreement • July 27th, 2021 • Thornburg Income Builder Opportunities Trust • Delaware
This Subscription Agreement made as of May 10, 2021 by and between Thornburg Income Builder Opportunities Trust, a Delaware statutory trust (the “Trust”), and Thornburg Investment Management, Inc. (the “Subscriber”).
Transfer Agency and Service Agreement Between Thornburg Income Builder Opportunities Trust and Computershare Trust Company, N.A. and Computershare Inc.Transfer Agency and Service Agreement • July 27th, 2021 • Thornburg Income Builder Opportunities Trust • New York
THIS TRANSFER AGENCY AND SERVICE AGREEMENT, effective as of May 10, 2021 (“Effective Date”), is by and between Thornburg Income Builder Opportunities Trust, a Delaware statutory trust, having its principal office and place of business at 2300 North Ridgetop Road, Santa Fe, New Mexico 87506 (“Trust”), and Computershare Inc., a Delaware corporation (“Computershare”), and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”, and together with Computershare, “Agent”), each having a principal office and place of business at 150 Royall Street, Canton, Massachusetts 02021.
INVESTOR SUPPORT SERVICES AND SECONDARY MARKET SERVICES AGREEMENTInvestor Support Services and Secondary Market Services Agreement • July 27th, 2021 • Thornburg Income Builder Opportunities Trust • Delaware
This Agreement is made as of May 7, 2021 by and between the Thornburg Income Builder Opportunities Trust, a Delaware statutory trust (the “Trust”), and XA Investments, LLC, a Delaware limited liability company (“XAI”), relating to certain services to be provided by XAI to the Trust.
SALES INCENTIVE FEE AGREEMENTSales Contracts • July 27th, 2021 • Thornburg Income Builder Opportunities Trust • New York
Reference is made to the Underwriting Agreement dated July 27, 2021 (the “Underwriting Agreement”), by and among Thornburg Income Builder Opportunities Trust (the “Fund”), Thornburg Investment Management, Inc. (the “Adviser”), and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s shares of common stock, $0.001 par value per share (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
UBS SECURITIES LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • July 27th, 2021 • Thornburg Income Builder Opportunities Trust • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of December 4, 2019, is by and between UBS Securities LLC (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).
EXPENSE REIMBURSEMENT AND WAIVER AGREEMENT THORNBURG INCOME BUILDER OPPORTUNITIES TRUST THORNBURG INVESTMENT MANAGEMENT, INC. Santa Fe, New Mexico 87506Expense Reimbursement and Waiver Agreement • July 27th, 2021 • Thornburg Income Builder Opportunities Trust
