0001193125-07-251419 Sample Contracts

PIMCO INCOME OPPORTUNITY FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST November 20, 2007
Agreement and Declaration of Trust • November 21st, 2007 • PIMCO Income Opportunity Fund • Massachusetts

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made this 20th day of November, 2007, by the Trustees hereunder, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided, amending and restating the Agreement and Declaration of Trust made at Boston, Massachusetts the 12th day of September, 2007, for the purposes of eliminating references to the sole initial trustee, adding Trustees as signatories and making certain other changes hereto.

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MASTER DEALER AGREEMENT
Master Dealer Agreement • November 21st, 2007 • PIMCO Income Opportunity Fund • New York
INVESTMENT MANAGEMENT AGREEMENT PIMCO Income Opportunity Fund
Investment Management Agreement • November 21st, 2007 • PIMCO Income Opportunity Fund

This Investment Management Agreement is executed as of November , 2007 by and between PIMCO INCOME OPPORTUNITY FUND, a Massachusetts business trust (the “Fund”), and ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC, a Delaware limited liability company (the “Manager”).

PORTFOLIO MANAGEMENT AGREEMENT PIMCO Income Opportunity Fund
Portfolio Management Agreement • November 21st, 2007 • PIMCO Income Opportunity Fund

This Portfolio Management Agreement is executed as of November , 2007 by and between ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC, a Delaware limited liability company (the “Manager”), and PACIFIC INVESTMENT MANAGEMENT COMPANY LLC, a Delaware limited liability company (the “Portfolio Manager”).

MARKETING AND STRUCTURING FEE AGREEMENT
Marketing and Structuring • November 21st, 2007 • PIMCO Income Opportunity Fund • New York

This agreement is between Allianz Global Investors Fund Management LLC (the “Company”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) with respect to the PIMCO Income Opportunity Fund (the “Fund”).

TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • November 21st, 2007 • PIMCO Income Opportunity Fund

THIS AGREEMENT is made as of , 2007 by and between PFPC INC., a Massachusetts corporation (“PFPC”) and PIMCO INCOME OPPORTUNITY FUND, a Massachusetts business trust (the “Fund”).

CUSTODIAN AND INVESTMENT ACCOUNTING AGREEMENT
Custodian and Investment Accounting Agreement • November 21st, 2007 • PIMCO Income Opportunity Fund • Massachusetts

This Agreement, made this day of November, 2007, between PIMCO INCOME OPPORTUNITY FUND, a business trust organized and existing under the laws of Massachusetts (the “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “State Street”),

MASTER AGREEMENT AMONG UNDERWRITERS
Master Agreement • November 21st, 2007 • PIMCO Income Opportunity Fund • New York
STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 21st, 2007 • PIMCO Income Opportunity Fund • New York

Reference is made to the Underwriting Agreement dated November [ ], 2007 (the “Underwriting Agreement”), by and among PIMCO Income Opportunity Fund (the “Fund”), Allianz Global Investors Fund Management LLC (the “Adviser”) and each of the Underwriters named therein, severally, with respect to the issue and sale of the Fund’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

FORM OF SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • November 21st, 2007 • PIMCO Income Opportunity Fund • Massachusetts

Agreement dated as of June 1, 2005 by and between Allianz Global Investors Fund Management, LLC, a Delaware limited liability company (the “Investment Manager”) and State Street Bank and Trust Company, a Massachusetts trust company (the “Sub-Administrator”).

AMENDED AND RESTATED BYLAWS of PIMCO INCOME OPPORTUNITY FUND (Dated as of November 20, 2007)
Income Opportunity Fund • November 21st, 2007 • PIMCO Income Opportunity Fund
] Shares PIMCO INCOME OPPORTUNITY FUND COMMON SHARES UNDERWRITING AGREEMENT
Underwriting Agreement • November 21st, 2007 • PIMCO Income Opportunity Fund • New York

PIMCO Income Opportunity Fund, a 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”), is a newly organized, non-diversified closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Fund proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) [ ] shares of its common shares, par value $0.00001 per share (the “Firm Shares”). The Fund also proposes to issue and sell to the several Underwriters not more than an additional [ ] shares of its common shares, par value $0.00001 per share (the “Additional Shares”) if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares granted to the Underwriters in Section 3 h

PIMCO INCOME OPPORTUNITY FUND Subscription Agreement
Pimco Income Opportunity Fund • November 21st, 2007 • PIMCO Income Opportunity Fund

This Agreement made as of November 12, 2007, by and between PIMCO Income Opportunity Fund, a Massachusetts business trust (the “Fund”), and Allianz Global Investors of America L.P. (the “Subscriber”).

ORGANIZATIONAL AND OFFERING EXPENSES REIMBURSEMENT AGREEMENT
Organizational and Offering Expenses Reimbursement Agreement • November 21st, 2007 • PIMCO Income Opportunity Fund

AGREEMENT made this [·] day of November 2007, by and between PIMCO INCOME OPPORTUNITY FUND, a Massachusetts business trust (the “Fund”), and ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”).

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 21st, 2007 • PIMCO Income Opportunity Fund • New York

STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of November [•], 2007, between Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Allianz Global Investors Fund Management LLC (the “Adviser”).

ADDITIONAL COMPENSATION AGREEMENT
Additional Compensation Agreement • November 21st, 2007 • PIMCO Income Opportunity Fund • New York

ADDITIONAL COMPENSATION AGREEMENT (the “Agreement”), dated as of November [ ], 2007, between Oppenheimer & Co. Inc. (“Oppenheimer”) and Allianz Global Investors Fund Management LLC (“Allianz”).

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