Disclaimer of Liability of Trustees and Beneficiaries Sample Clauses

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Declaration of Trust of the Fund is on file with the Secretary of the Commonwealth of Massachusetts, and notice hereby is given that this Agreement is executed on behalf of the Fund by an officer of the Fund in his or her capacity as an officer of the Fund and not individually and that the obligations of the Fund under or arising out of this Agreement are not binding upon any of the trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund.

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Agreement is executed on behalf of the Fund by an officer or trustee of the Fund in his or her capacity as an officer or trustee of the Fund and not individually and that the obligations under or arising out of this Agreement are not binding upon any of the trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund and the Investment Adviser in accordance with its terms. Very truly yours, By: Name: Title: NUVEEN ASSET MANAGEMENT By: Name: Title: THE FOREGOING AGREEMENT IS HEREBY CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX XXXXXXX & CO. INCORPORATED [ ] By: Xxxxxx Xxxxxxx & Co. Incorporated By: Name: Title: For themselves and the other several Underwriters named in Schedule A hereto. 1. The initial public offering price per share for the Securities, determined as provided in said Section 2, shall be $10.00. 2. The purchase price per share for the Securities to be paid by the several Underwriters shall be $9.85, being an amount equal to the initial public offering price set forth above less $0.15 per share; provided that the purchase price per share for any Option Securities purchased upon the exercise of the overallotment option described in Section 2(b) shall be increased by an amount per share equal to the per share amount of the accumulated dividends and distributions (whether or not declared or paid) with respect to the Initial Securities from the date of the original issuance of the Initial Securities through the date prior to the Date of Delivery. (1) The number of MuniFund Term Preferred Shares, [ ]% Series 2015 offered by the Fund (assuming no exercise of the underwriters’ overallotment option) is [ ], the initial public offering price of those shares is $10.00 per share, the dividend rate per share is [ ]% per year and the underwriting discounts and commissions are [ ]%.

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Agreement is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund. If the foregoing correctly sets forth the understanding between the Fund, the Manager and Xxxxx, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Fund and the Manager and Xxxxx. Very truly yours, By: Name: Title: By: Name: Title: By: Name: Title: From: [ ] Cc: [ ] To: [ ] Subject: Capital On Demand - Placement Notice Date: Gentlemen: Pursuant to the terms and subject to the conditions contained in the Capital on Demand™ Sales Agreement between PIMCO Municipal Income Fund (the “Fund”), Pacific Investment Management Company LLC and JonesTrading Institutional Services LLC (“Xxxxx”) dated August 10, 2022, I hereby request on behalf of the Fund that Xxxxx sell up to [•] shares of the Fund’s common shares of beneficial interest, $0.00001 par value per share, at a minimum market price of $ per share. The time period during which sales are requested to be made shall be . [No more than shares may be sold in any one trading day.] Commission/Discount: ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS SPECIFIC DATES THE 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).

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 NEW YORK MUNICIPAL INCOME FUND 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. FIRST UNION SECURITIES, INC. PRUDENTIAL SECURITIES INCORPORATED QUICK & XXXXXX, INC. 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 Purchased ---- --------------- UBS Warburg [_______] 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 [_______] Advest, Inc. [_______] Xxxxxxxxxx & Co., Inc. [_______] Total [_______] SCHEDULE B FORM OF OPINION OF ROPES & XXXX REGARDING THE FUND 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 Ad...

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Certificate of Trust of the Fund is on file with the Secretary of State of the State of Delaware, and notice hereby is given that this Agreement is executed on behalf of the Fund by an officer or trustee of the Fund in his or her capacity as an officer or trustee of the Fund and not individually and that the obligations under or arising out of this Agreement are not binding upon any of the trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund.

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Company is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Agreement is executed on behalf of the Company by an officer or Trustee of the Company in his or her capacity as an officer or Trustee of the Company and not individually and that the obligations under or arising out of this Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Company.

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, the Adviser and the Subadviser, respectively, by an officer or Trustee of the Fund, the Adviser or the Subadviser, as the case may be, in his or her capacity as an officer or Trustee of the Fund, the Adviser or the Subadviser, as the case may be, and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund, the Adviser or the Subadviser, as the case may be.

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund and the Adviser, respectively, by an officer or Trustee of the Fund or the Adviser, as the case may be, in his or her capacity as an officer or Trustee of the Fund or the Adviser, as the case may be, and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund or the Adviser, as the case may be.

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of the Adviser is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Structuring Fee Agreement is executed on behalf of the Adviser by an officer or Trustee of the Adviser in his or her capacity as an officer or Trustee of the Adviser and not individually and that the obligations under or arising out of this Structuring Fee Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Adviser.

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Declaration of the Fund is on file with the Secretary 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 of the Fund 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. Very truly yours, NUVEEN HIGH INCOME 2023 TARGET TERM FUND By: Name: Title: NUVEEN FUND ADVISORS, LLC By: Name: Xxxxx X. XxXxxxxx Title: Senior Managing Director NUVEEN ASSET MANAGEMENT, LLC By: Name: Title: Accepted as of the date hereof Xxxxxx Xxxxxxx & Co. LLC [ ] Nuveen Securities, LLC Acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto By: Xxxxxx Xxxxxxx & Co. LLC By: Name: Xxxxxxx Xxxx Title: Executive Director By: [ ] By: Name: Title: By: Nuveen Securities, LLC By: Name: Title: Xxxxxx Xxxxxxx & Co. LLC [ ] Nuveen Securities, LLC Total [ ] 1. Investor Brochure (printed [ ], 2018) (retail omitting prospectus) 2. Roadshow Presentation (undated) 3. Form of Advisor IPO E-mail Offering and webinar invitation (undated) 4. IPO Webpages (undated) 1. Number of Shares Sold: [ ] 2. Number of Additional Shares: [ ] Xxxxxx Xxxxxxx & Co. LLC [ ] Nuveen Securities, LLC as Representatives and the other several Underwriters named in Schedule I of the Underwriting Agreement referred to below c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx New York, New York 10036 Ladies and Gentlemen: We have acted as special counsel to Nuveen High Income 2023 Target Term Fund, a Massachusetts business trust (the “Fund”), in connection with the Fund’s registration statement on Form N-2 (No. 333-[ ]; No. 811-[23381]), as amended as of the date hereof, filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”) and under the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the “Investment Company Act”), the information deemed to be a part of any such registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act, and the prospectus dated [ ], 2018 filed with the Commission under Rule 497 under the Securities Act (toge...