Thornburg Income Builder Opportunities Trust Sample Contracts

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STRUCTURING FEE AGREEMENT
Structuring 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, 2020
Agreement and Declaration of Trust • 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 AGREEMENT
Closed-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 AGREEMENT
Structuring 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.

AGREEMENT AND DECLARATION OF TRUST of THORNBURG INCOME BUILDER OPPORTUNITIES TRUST (a Delaware Statutory Trust) Dated as of [ ], 2020
Agreement and Declaration • August 5th, 2020 • Thornburg Income Builder Opportunities Trust

THIS AGREEMENT AND DECLARATION OF TRUST is made as of [ ], 2020 by the Trustee named hereunder for the purpose of forming a Delaware statutory trust in accordance with the provisions hereinafter set forth.

STRUCTURING FEE AGREEMENT
Structuring 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 AGREEMENT
Structuring 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 AGREEMENT
Structuring 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 Agreement
Subscription 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.
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.

MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • June 3rd, 2021 • Thornburg Income Builder Opportunities Trust • Massachusetts

This Agreement is made and effective as of May 12th, 2021 (this “Agreement”), between THORNBURG INCOME BUILDER OPPORTUNITIES TRUST (the “Fund”) and each other fund or management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Fund”) as identified on Appendix A, and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

INVESTOR SUPPORT SERVICES AND SECONDARY MARKET SERVICES AGREEMENT
Investor Support Services And • 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 AGREEMENT
Sales Incentive 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.

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).

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • June 3rd, 2021 • Thornburg Income Builder Opportunities Trust • Delaware

THIS AGREEMENT is made effective May 10, 2021 by and between THORNBURG INCOME BUILDER OPPORTUNITIES TRUST, a Delaware statutory trust (the “Trust”), and THORNBURG INVESTMENT MANAGEMENT, INC., a Delaware corporation (“Thornburg”).

INVESTMENT ADVISORY AGREEMENT Santa Fe, New Mexico 87506
Investment Advisory Agreement • June 3rd, 2021 • Thornburg Income Builder Opportunities Trust • Delaware

Thornburg Income Builder Opportunities Trust (the “Trust” and “we” or “our”) herewith confirms our agreement with Thornburg Investment Management, Inc. (“You”).

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