N-2asr Sample Contracts

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Master Custodian Agreement
Master Custodian Agreement • April 30th, 2021 • Calamos Strategic Total Return Fund • Massachusetts

This Agreement is made as of September 11, 2009 by and among each management investment company identified on Appendix A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 19.5 below, shall hereinafter be referred to as a “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

FORM OF DEALER AGREEMENT John Hancock Investment Management Distributors LLC
Dealer Agreement • April 13th, 2022 • John Hancock Premium Dividend Fund • New York

From time to time John Hancock Investment Management Distributors LLC (the “Manager”, “we” or “us”) will act as manager of registered at-the-market offerings by John Hancock Premium Dividend Fund, a Massachusetts business trust (the “Fund”), of up to ______________ common shares (the “Shares”) of beneficial interest, with no par value, of the Fund (the “Common Shares”). In the case of such offerings, the Fund has agreed with the Manager to issue and sell through or to the Manager, as sales agent and/or principal, the Shares.

SUB-PLACEMENT AGENT AGREEMENT Foreside Fund Services, LLC Three Canal Plaza, Suite 100 Portland, Maine 04101
Sub-Placement Agent Agreement • May 27th, 2021 • Calamos Dynamic Convertible & Income Fund • New York
FORM OF DISTRIBUTION AGREEMENT JOHN HANCOCK PREMIUM DIVIDEND FUND Boston, Massachusetts 02116
Distribution Agreement • April 13th, 2022 • John Hancock Premium Dividend Fund • Massachusetts

John Hancock Premium Dividend Fund is a Massachusetts business trust operating as a closed-end management investment company (hereinafter referred to as the “Fund”). The Fund has filed an “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “1933 Act”) on Form N-2ASR (File Nos. 333-_________ and 811-05908) (the “Registration Statement”) pursuant to the Investment Company Act of 1940, as amended, and the1933 Act, to register additional common shares of the Fund, which may be issued and sold from time to time through various specified transactions, including at-the-market (“ATM”) offerings. “Registration Statement” as used herein includes the Prospectus, Statement of Additional Information, including materials incorporated therein and any supplements or amendments thereto, and any free writing prospectus as defined under Rule 433 of the 1933 Act (the “Free Writing Prospectus”).

Master Custodian Agreement
Master Custodian Agreement • April 13th, 2022 • John Hancock Premium Dividend Fund • Massachusetts
FORM OF SUB-PLACEMENT AGENT AGREEMENT Eaton Vance Distributors, Inc. Two International Place Boston, Massachusetts 02110
Agent Agreement • April 6th, 2022 • Eaton Vance Enhanced Equity Income Fund II • New York

From time to time Eaton Vance Distributors, Inc. (the “Distributor”, “we” or “us”) will act as manager of registered at-the-market offerings by Eaton Vance [ ], a Massachusetts business trust (the “Fund”), of up to [ ] common shares (the “Shares”) of beneficial interest, par value $0.01 per share, of the Fund (the “Common Shares”). In the case of such offerings, the Fund has agreed with the Distributor to issue and sell through or to the Distributor, as sales agent and/or principal, the Shares.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • November 12th, 2021 • Blackrock Municipal Income Trust Ii • New York

AGREEMENT, dated September 29, 2006, between BlackRock Municipal Income Trust II (the “Trust”), a Delaware statutory trust, and BlackRock Advisors, LLC (the “Advisor”), a Delaware limited liability company.

DISTRIBUTION AGREEMENT
Distribution Agreement • May 27th, 2021 • Calamos Dynamic Convertible & Income Fund • New York

This DISTRIBUTION AGREEMENT (this “Agreement”) made as of [______], 2021 by and between Calamos Dynamic Convertible and Income Fund, a Delaware statutory trust (the “Fund”), and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”).

EATON VANCE ENHANCED EQUITY INCOME FUND INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 20th, 2022 • Eaton Vance Enhanced Equity Income Fund • Massachusetts

AGREEMENT made as of this 1st day of March, 2021, between Eaton Vance Enhanced Equity Income Fund, a Massachusetts business trust (the “Trust”), and Eaton Vance Management, a Massachusetts business trust (the “Adviser”).

PIMCO CORPORATE & INCOME OPPORTUNITY FUND COMMON SHARES CAPITAL ON DEMAND™ THIRD AMENDED AND RESTATED SALES AGREEMENT
Sales Agreement • September 28th, 2023 • Pimco Corporate & Income Opportunity Fund • New York

PIMCO Corporate & Income Opportunity Fund, an unincorporated voluntary association with transferable shares organized and existing under and by virtue of the laws of The Commonwealth of Massachusetts (commonly referred to as a Massachusetts business trust) (the “Fund”), Pacific Investment Management Company LLC, a Delaware limited liability company (the “Manager”), and JonesTrading Institutional Services LLC (“Jones”) previously entered into a Capital on Demand™ Second Amended and Restated Sales Agreement dated October 5, 2021, as amended (the “Original Agreement”). The parties hereby amend and restate the Original Agreement and the parties hereto collectively confirm their agreement in the form of this Capital on Demand™ Third Amended and Restated Sales Agreement (this “Agreement”), which supersedes and replaces the Original Agreement, as follows:

Transfer Agency and Service Agreement Between Each of the Nuveen Closed-End Investment Companies Listed on Schedule A Attached Hereto and Computershare Inc. and Computershare Trust Company, N.A.
Agency and Service Agreement • March 19th, 2021 • Nuveen Preferred & Income Securities Fund • New York

THIS TRANSFER AGENCY AND SERVICE AGREEMENT, effective as of June 15, 2017 (“Effective Date”), is by and between each of the Nuveen closed-end investment companies listed on Schedule A attached hereto, as may be amended from time to time (“Schedule A”) (each such investment company, a “Fund”), 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, “Transfer Agent”), each having a principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021.

JOHN HANCOCK PREMIUM DIVIDEND FUND AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • April 13th, 2022 • John Hancock Premium Dividend Fund • Massachusetts

Amended and Restated Advisory Agreement dated _____________________, 2020, between John Hancock Premium Dividend Fund, a Massachusetts business trust (the “Fund”), and John Hancock Investment Management LLC, a Delaware limited liability company (“JHIM” or the “Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

AMENDMENT TO THE AMENDED AND RESTATED CUSTODIAN AGREEMENT BETWEEN EACH MANAGEMENT INVESTMENT COMPANY IDENTIFIED ON APPENDIX A OF THE AGREEMENT AND STATE STREET BANK AND TRUST COMPANY
Custodian Agreement • August 26th, 2021 • Nuveen Dynamic Municipal Opportunities Fund

AMENDMENT to the Amended and Restated Custodian Agreement (the “Agreement”) made as of July 15, 2015 by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”) and each management investment company identified on Appendix A of the Agreement and each management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Fund” or “Funds”), including, if applicable, each series of the Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof.

FIRST AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • March 19th, 2021 • Nuveen Preferred & Income Opportunities Fund

This First Amendment (“Amendment”) is entered into and effective as of this the 7th day of September, 2017, and hereby amends that certain Transfer Agency and Service Agreement by and among each Nuveen closed-end investment companies listed on Schedule A attached hereto, as may be amended from time to time (“Schedule A”) (each such investment company, a “Fund”), and Computershare Inc., (“Computershare”) and its fully owned subsidiary Computershare Trust Company, N.A., (“Trust Company”, and together with Computershare, “Transfer Agent”) dated June 15, 2017 (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

ADMINISTRATION AGREEMENT
Administration Agreement • May 27th, 2021 • Calamos Dynamic Convertible & Income Fund • Massachusetts

THIS ADMINISTRATION AGREEMENT (this “Agreement”) is entered into as of October 26, 2018 by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and each registered management investment company identified on Schedule A hereto (each, a “Trust” and, together with the Administrator, the “Parties”), and shall be effective on November 1, 2018 (the “Effective Date”).

CONTINUANCE OF MANAGEMENT AGREEMENTS
Management Agreements • November 18th, 2021 • Nuveen AMT-Free Municipal Credit Income Fund

Agreement made as of this 30th day of July 2021, by and between the entities listed on Appendix A (the “Funds”), and Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”), to be effective August 1, 2021.

FORM OF DEALER AGREEMENT Nuveen Securities, LLC
Form of Dealer Agreement • August 26th, 2021 • Nuveen Dynamic Municipal Opportunities Fund • New York

From time to time Nuveen Securities, LLC (the “Manager,” “we” or “us”) will act as manager of registered at-the-market offerings by the Nuveen Dynamic Municipal Opportunities Fund, a Massachusetts business trust (the “Fund”), of the Fund’s common stock, par value $0.01 per share (the “Common Stock”). In the case of such offerings, the Fund has agreed with the Manager to issue and sell through or to the Manager, as sales agent and/or principal, shares of the Fund’s Common Stock in an amount up to a certain maximum aggregate offering price.

Calamos Strategic Total Return Fund Second Amended and restated Agreement and Declaration of Trust
Agreement and Declaration • April 30th, 2021 • Calamos Strategic Total Return Fund • Delaware

WHEREAS, the Trust has been formed under the Delaware Act upon the filing of the Certificate of Trust in the Office of the Secretary of State of the State of Delaware;

AMENDED & RESTATED SUPPORT SERVICES AGREEMENT
Support Services Agreement • June 23rd, 2022 • PIMCO Dynamic Income Fund • New York

This AMENDED AND RESTATED AGREEMENT is made on this 9th day of December, 2021, by and between PIMCO Investments LLC, a Delaware limited liability company (“PI”), and each of the investment companies listed on Appendix A hereto (each a “Fund” and, collectively, the “Funds”), in each case acting and agreeing with PI severally and neither jointly nor jointly and severally with any other Fund.

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ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • January 20th, 2022 • Eaton Vance Enhanced Equity Income Fund • Massachusetts

AGREEMENT made this 1st day of March, 2021, between Eaton Vance Enhanced Equity Income Fund, a Massachusetts business trust (the “Trust”), and Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”).

NUVEEN AMT-FREE MUNICIPAL CREDIT INCOME FUND UNDERWRITING AGREEMENT (THE “AGREEMENT”) (MFP Shares)
Underwriting Agreement • November 18th, 2021 • Nuveen AMT-Free Municipal Credit Income Fund • New York

Nuveen AMT-Free Municipal Credit Income Fund (the “Fund”), Nuveen Fund Advisors, LLC (the “Investment Adviser”) and Nuveen Asset Management, LLC (the “Sub-Adviser,” and together with the Investment Adviser, the “Advisers”), confirm their respective agreements with [NAME] (the “Underwriter,”), with respect to the issue and sale by the Fund and the purchase by the Underwriter of [-] Series [-] MuniFund Preferred Shares, par value $0.01 per share and liquidation preference of $1,000 per share (the “MFP Shares”), in the Variable Rate Remarketed Mode (the MFP Shares, while in the Variable Rate Remarketed Mode, the “Securities”).

Amended and Restated Transfer Agency and Service Agreement Among Each of the BlackRock Closed-End Investment Companies Listed Herein on Appendix A and Computershare Trust Company, N.A. and Computershare Inc.
Transfer Agency Agreement • November 12th, 2021 • Blackrock Municipal Income Trust Ii • Massachusetts

This Amended and Restated Transfer Agency Agreement (this “Agreement”) is made as of July 13, 2020, by and among each of the BlackRock closed-end investment companies listed on Appendix A, as amended from time to time, having a principal office and place of business at 100 Bellevue Parkway, Wilmington, Delaware 19809 (each a “Customer” or a “Fund”), Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”), both doing business at 150 Royall Street, Canton, Massachusetts 02021 (collectively the “Transfer Agent” or “Computershare”).

CUSTODIAL AGREEMENT
Custodial Agreement • December 17th, 2021 • Hercules Capital, Inc. • New York

THIS CUSTODIAL AGREEMENT (this “Agreement”) dated as of April 23, 2021, is entered into between HERCULES FUNDING IV LLC (the “Owner”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as custodian (in such capacity, the “ Custodian”).

To the Trustees of the John Hancock Group of Funds Boston, MA 02116 Re: Agreement to Waive Advisory Fees and Reimburse Expenses
John Hancock Premium Dividend Fund • April 13th, 2022

John Hancock Variable Trust Advisers LLC (formerly John Hancock Investment Management Services, LLC) and John Hancock Investment Management LLC (formerly John Hancock Advisers, LLC) (collectively, the “Advisers”), each an investment adviser to the investment companies listed in Appendix A (collectively, the “John Hancock Funds”), hereby notify you as follows:

NUVEEN AMT-FREE MUNICIPAL CREDIT INCOME FUND (NVG) AND NUVEEN FUND ADVISORS, LLC AND REMARKETING AGREEMENT Dated as of [●] Series [●] MuniFund Preferred Shares Variable Rate Remarketed Mode (NVG – Series [●] MFP)
Remarketing Agreement • November 18th, 2021 • Nuveen AMT-Free Municipal Credit Income Fund • New York

This REMARKETING AGREEMENT, dated as of [●] (this “Agreement”), by and among Nuveen AMT-Free Municipal Credit Income Fund, a closed-end investment company organized as a Massachusetts business trust (the “Fund”), Nuveen Fund Advisors, LLC, a registered investment adviser and wholly-owned subsidiary of Nuveen Investments, Inc. (the “Investment Adviser”), and [●] (the “Remarketing Agent”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • June 23rd, 2022 • PIMCO Dynamic Income Fund • California

INVESTMENT MANAGEMENT AGREEMENT, made this 8th day of May, 2018, between each Delaware limited liability company listed on Appendix A attached hereto (each a “Fund” and, together, the “Funds”), and Pacific Investment Management Company LLC (“PIMCO”), a Delaware limited liability company. Capitalized terms not otherwise defined herein have the meanings specified in the Limited Liability Company Agreement of each Fund (as amended, restated or otherwise modified from time to time, the “LLC Agreement”).

AMENDMENT TO CUSTODIAN AGREEMENTS
Custodian Agreements • May 31st, 2022 • Pimco High Income Fund

THIS AMENDMENT is made as of the close of business on the 5th day of September, 2014 (the “Amendment”), by and among State Street Bank and Trust Company (“State Street”), each investment company listed on Schedule A hereto (each, a “Fund” and, together, the “Funds”) and Pacific Investment Management Company LLC (“PIMCO”).

THIRD AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN BARINGS BDC, INC. AND BARINGS LLC
Investment Advisory Agreement • July 14th, 2023 • Barings BDC, Inc. • New York

THIS THIRD AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT, dated as of June 24, 2023 (this “Agreement”), between Barings BDC, Inc., a Maryland corporation (the “Company”), and Barings LLC, a Delaware limited liability company (the “Adviser”).

AMENDMENT TO JOHN HANCOCK CLOSED-END FUNDS SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES
Service Agreement • April 13th, 2022 • John Hancock Premium Dividend Fund

THIS AMENDMENT (“Amendment”) dated July 1, 2018 to the Service Agreement for Transfer Agent Services (the “Agreement”) dated June 1, 2002, as amended by and between Computershare Inc., a Delaware corporation, successor-in-interest to Computershare Shareowner Services LLC (“Agent”), and John Hancock Financial Opportunities Fund, John Hancock Hedged Equity & Income Fund, John Hancock Income Securities Trust, John Hancock Investors Trust, John Hancock Preferred Income Fund, John Hancock Preferred Income Fund II, John Hancock Preferred Income Fund III, John Hancock Premium Dividend Fund, John Hancock Tax-Advantaged Dividend Income Fund and John Hancock Tax-Advantaged Global Shareholder Yield Fund, each a Massachusetts Business Trust (collectively, the “Clients”).

AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • April 13th, 2022 • John Hancock Premium Dividend Fund

This Amendment to Master Custodian Agreement (“Amendment”) is made as of [•], 2015, by and among each registered investment company party thereto (each, a “Fund” and collectively, the “Funds”) and State Street Bank and Trust Company (the “Custodian”).

AMENDED AND RESTATED MASTER SERVICES AGREEMENT DOUBLELINE INCOME SOLUTIONS FUND
Master Services Agreement • September 29th, 2023 • DoubleLine Income Solutions Fund • Wisconsin

THIS AGREEMENT is made and entered into as of this 28th day of February, 2021, by and among DOUBLELINE INCOME SOLUTIONS FUND, a Massachusetts business trust (the “Fund”), and U.S. BANCORP FUND SERVICES, LLC, d.b.a. U. S. Bank Global Fund Services, a Wisconsin limited liability company (“USBFS”).

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