0001193125-11-346727 Sample Contracts

WELLS FARGO SECURITIES, LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Agreement Among Underwriters • December 20th, 2011 • DoubleLine Opportunistic Credit Fund • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of July 6, 2009, is by and between Wells Fargo Securities, LLC (“Wells Fargo Securities,” “we” or “us”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accep

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CUSTODY AGREEMENT
Custody Agreement • December 20th, 2011 • DoubleLine Opportunistic Credit Fund • Minnesota

THIS AGREEMENT is made and entered into this day of August, 2011, by and between DOUBLELINE OPPORTUNISTIC CREDIT FUND, a Massachusetts business trust (the “Fund”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • December 20th, 2011 • DoubleLine Opportunistic Credit Fund • New York
DOUBLELINE OPPORTUNISTIC CREDIT FUND Common Shares of Beneficial Interest $25.00 per Share UNDERWRITING AGREEMENT
Underwriting Agreement • December 20th, 2011 • DoubleLine Opportunistic Credit Fund • New York
WELLS FARGO SECURITIES, LLC MASTER SELECTED DEALERS AGREEMENT
Master Selected Dealers Agreement • December 20th, 2011 • DoubleLine Opportunistic Credit Fund • New York
FORM OF INVESTMENT MANAGEMENT AGREEMENT DoubleLine Opportunistic Credit Fund
Investment Management Agreement • December 20th, 2011 • DoubleLine Opportunistic Credit Fund • California

This Investment Management Agreement is executed as of , 2011 by and between DOUBLELINE OPPORTUNISTIC CREDIT FUND, a Massachusetts business trust (the “Fund”), and DOUBLELINE CAPITAL LP, a Delaware limited partnership (the “Manager”).

MASTER SERVICES AGREEMENT DOUBLELINE OPPORTUNISTIC CREDIT FUND
Master Services Agreement • December 20th, 2011 • DoubleLine Opportunistic Credit Fund • Wisconsin

THIS AGREEMENT is made and entered into as of this day of August, 2011, by and among DOUBLELINE OPPORTUNISTIC CREDIT FUND, a Massachusetts business trust (the “Fund”), TS CAPITAL, LLC (“TSC”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

DISTRIBUTION AGREEMENT
Distribution Agreement • December 20th, 2011 • DoubleLine Opportunistic Credit Fund • New York

THIS AGREEMENT is made, as of August , 2011 (the “Effective Date”), by and between ABAX Brokerage Services LLC (“ABAX”) and DoubleLine Capital LP (the “Adviser”), relating to certain services to be provided by ABAX to the Adviser with respect to a proposed closed-end investment company to be registered and currently referred to as the DoubleLine Opportunistic Credit Fund, Inc. (the “Fund”).

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • December 20th, 2011 • DoubleLine Opportunistic Credit Fund • New York

This agreement is between DoubleLine Capital LP (including any successor or assign by merger or otherwise, the “Adviser”) and UBS Securities LLC (“UBS”) with respect to DoubleLine Opportunistic Credit Fund (the “Fund”).

ORGANIZATIONAL AND OFFERING EXPENSES REIMBURSEMENT AGREEMENT
Organizational and Offering Expenses Reimbursement Agreement • December 20th, 2011 • DoubleLine Opportunistic Credit Fund

AGREEMENT made this [ ] day of [ ], 2011, by and between DOUBLELINE OPPORTUNISTIC CREDIT FUND, a Massachusetts business trust (the “Fund”), and DOUBLELINE CAPITAL LP, a Delaware limited partnership (the “Adviser”).

DOUBLELINE OPPORTUNISTIC CREDIT FUND Form of Subscription Agreement
Subscription Agreement • December 20th, 2011 • DoubleLine Opportunistic Credit Fund

This Subscription Agreement made as of , 2011, by and between DoubleLine Opportunistic Credit Fund, a Massachusetts business trust (the “Fund”), and DoubleLine Asset Management Company LLC (the “Subscriber”).

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