Morgan Stanley & Co. LLC FORM OF MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement Among Underwriters • May 11th, 2012 • PIMCO Dynamic Income Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of June 1, 2011, is by and between Morgan Stanley & Co. LLC (“Morgan Stanley,” or “we”) 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 accepted an AAU with
Morgan Stanley & Co. LLC FORM OF MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • May 11th, 2012 • PIMCO Dynamic Income Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of June 1, 2011, is by and between Morgan Stanley & Co. 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).
PIMCO DYNAMIC INCOME FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST May 7, 2012Agreement and Declaration of Trust • May 11th, 2012 • PIMCO Dynamic Income Fund • Massachusetts
AGREEMENT AND DECLARATION OF TRUST made this 7th day of May, 2012, 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 19th day of January, 2011, for the purposes of eliminating references to the sole initial trustee, adding Trustees as signatories hereto and making such other changes as the Trustees deemed necessary.
CUSTODIAN AGREEMENTCustodian Agreement • May 11th, 2012 • PIMCO Dynamic Income Fund • Massachusetts
This Agreement, dated as of , 2012, is between PIMCO DYNAMIC INCOME FUND a business trust organized and existing under the laws of The Commonwealth of Massachusetts (the “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • May 11th, 2012 • PIMCO Dynamic Income Fund • New York
Reference is made to the Underwriting Agreement dated [·], 2012 (the “Underwriting Agreement”), by and among PIMCO Dynamic Income Fund (the “Fund”), Allianz Global Investors Fund Management LLC (the “Investment Manager”) and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s common shares, par value $0.00001 (the “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.
AMENDED AND RESTATED BYLAWS of PIMCO DYNAMIC INCOME FUND (Dated as of May 7, 2012)Bylaws • May 11th, 2012 • PIMCO Dynamic Income Fund
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • May 11th, 2012 • PIMCO Dynamic Income Fund • New York
Reference is made to the Underwriting Agreement dated [·], 2012 (the “Underwriting Agreement”), by and among PIMCO Dynamic Income Fund (the “Fund”), Allianz Global Investors Fund Management LLC (the “Adviser”) and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale of the Fund’s 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.
—] Shares PIMCO DYNAMIC INCOME FUND COMMON SHARES, PAR VALUE $0.00001 PER SHARE FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • May 11th, 2012 • PIMCO Dynamic Income Fund • New York
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • May 11th, 2012 • PIMCO Dynamic Income Fund • New York
This agreement (the “Agreement”) is between Pacific Investment Management Company LLC (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to the PIMCO Dynamic Income Fund (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering (as defined below).
FORM OF SYNDICATION FEE AGREEMENTSyndication Fee Agreement • May 11th, 2012 • PIMCO Dynamic Income Fund • New York
This agreement is between Pacific Investment Management Company LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to the PIMCO Dynamic Income Fund (the “Fund”).
FORM OF PORTFOLIO MANAGEMENT AGREEMENT PIMCO Dynamic Income FundPortfolio Management Agreement • May 11th, 2012 • PIMCO Dynamic Income Fund
This Portfolio Management Agreement is executed as of , 2012 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”).
FORM OF INVESTMENT MANAGEMENT AGREEMENT PIMCO Dynamic Income FundInvestment Management Agreement • May 11th, 2012 • PIMCO Dynamic Income Fund
This Investment Management Agreement is executed as of , 2012 by and between PIMCO DYNAMIC INCOME FUND, a Massachusetts business trust (the “Fund”), and ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC, a Delaware limited liability company (the “Manager”).
FORM OF STRUCTURING FEE AGREEMENTFee Agreement • May 11th, 2012 • PIMCO Dynamic Income Fund • New York
This agreement is between Pacific Investment Management Company LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to the PIMCO Dynamic Income Fund (the “Fund”).
SUPPORT SERVICES AGREEMENTSupport Services Agreement • May 11th, 2012 • PIMCO Dynamic Income Fund • New York
AGREEMENT made this day of , 2012, by and between Allianz Global Investors Distributors LLC, a Delaware limited liability company (“AGID”) 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 AGID severally and neither jointly nor jointly and severally with any other Fund.
PIMCO DYNAMIC INCOME FUND Subscription AgreementSubscription Agreement • May 11th, 2012 • PIMCO Dynamic Income Fund
This Subscription Agreement made as of April 13, 2012, by and between PIMCO Dynamic Income Fund, a Massachusetts business trust (the “Fund”), and Allianz Asset Management of America L.P. (the “Subscriber”).
SUPPORT SERVICES AGREEMENTSupport Services Agreement • May 11th, 2012 • PIMCO Dynamic Income Fund • New York
AGREEMENT made this day of , 2012, 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.
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • May 11th, 2012 • PIMCO Dynamic Income Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of [—], 2012 by and among Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Pacific Investment Management Company LLC (the “Sub-Adviser”).
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • May 11th, 2012 • PIMCO Dynamic Income Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of [—], 2012, between Barclays Capital Inc. (“Barclays”) and Pacific Investment Management Company LLC (the “Sub-Adviser”).
TRANSFER AGENCY SERVICES AGREEMENTTransfer Agency Services Agreement • May 11th, 2012 • PIMCO Dynamic Income Fund
THIS AGREEMENT is made as of April , 2012, by and between BNY Mellon Investment Servicing (US) Inc., a Massachusetts corporation (“BNYM”), and PIMCO Dynamic Income Fund, Inc., (the “Fund”).
ORGANIZATIONAL AND OFFERING EXPENSES REIMBURSEMENT AGREEMENTOrganizational and Offering Expenses Reimbursement Agreement • May 11th, 2012 • PIMCO Dynamic Income Fund
AGREEMENT made this [ ] day of [ ], 2012, by and between PIMCO DYNAMIC INCOME FUND, a Massachusetts business trust (the “Fund”), and PACIFIC INVESTMENT MANAGEMENT COMPANY LLC, a Delaware limited liability company (the “Sub-Adviser”).
