UBS 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 • January 28th, 2013 • PIMCO Dynamic Credit Income Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of August 2, 2012, is by and between UBS Securities LLC (“UBS,” or “we”) and the party named on the signature page hereto (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 respect to such
UBS Securities LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • January 28th, 2013 • PIMCO Dynamic Credit Income Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of May 23, 2012, 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).
PIMCO DYNAMIC CREDIT INCOME FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST December 12, 2012Agreement and Declaration of Trust • January 28th, 2013 • PIMCO Dynamic Credit Income Fund • Massachusetts
AGREEMENT AND DECLARATION OF TRUST made this 12th day of December, 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 27th day of September, 2012, 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 • January 28th, 2013 • PIMCO Dynamic Credit Income Fund • Massachusetts
This Agreement, dated as of December 5, 2012, is between PIMCO DYNAMIC CREDIT 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”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • January 28th, 2013 • PIMCO Dynamic Credit Income Fund • New York
Reference is made to the Underwriting Agreement dated [—], 2013 (the “Underwriting Agreement”), by and among PIMCO Dynamic Credit 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 CREDIT INCOME FUND (Dated as of December 12, 2012)Bylaws • January 28th, 2013 • PIMCO Dynamic Credit Income Fund
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • January 28th, 2013 • PIMCO Dynamic Credit Income Fund • New York
Reference is made to the Underwriting Agreement dated [—], 2013 (the “Underwriting Agreement”), by and among PIMCO Dynamic Credit 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.
PIMCO Dynamic Credit Income Fund [•] Common Shares of Beneficial Interest Par Value $0.00001 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2013 • PIMCO Dynamic Credit Income Fund • New York
PORTFOLIO MANAGEMENT AGREEMENT PIMCO Dynamic Credit Income FundPortfolio Management Agreement • January 28th, 2013 • PIMCO Dynamic Credit Income Fund
This Portfolio Management Agreement is executed as of December 17, 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”).
INVESTMENT MANAGEMENT AGREEMENT PIMCO Dynamic Credit Income FundInvestment Management Agreement • January 28th, 2013 • PIMCO Dynamic Credit Income Fund
This Investment Management Agreement is executed as of December 17, 2012 by and between PIMCO DYNAMIC CREDIT INCOME FUND, a Massachusetts business trust (the “Fund”), and ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC, a Delaware limited liability company (the “Manager”).
SUPPORT SERVICES AGREEMENTSupport Services Agreement • January 28th, 2013 • PIMCO Dynamic Credit Income Fund • New York
AGREEMENT made on April 4, 2012, as amended May 23, 2012, and as further amended this 4th day of January, 2013, 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.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • January 28th, 2013 • PIMCO Dynamic Credit 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 Credit Income Fund (the “Fund”).
PIMCO DYNAMIC CREDIT INCOME FUND Subscription AgreementSubscription Agreement • January 28th, 2013 • PIMCO Dynamic Credit Income Fund • New York
This Subscription Agreement made as of December 6, 2012 by and between PIMCO Dynamic Credit Income Fund, a Massachusetts business trust (the “Fund”), and Allianz Asset Management of America L.P. (the “Subscriber”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • January 28th, 2013 • PIMCO Dynamic Credit Income Fund • New York
Reference is made to the Underwriting Agreement dated January [ ], 2013 (the “Underwriting Agreement”), by and among PIMCO Dynamic Credit Income Fund (the “Fund”), Allianz Global Investors Fund Management LLC, (the “Investment Manager”) and each of the Underwriters named in Schedule A thereto, 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.
SUPPORT SERVICES AGREEMENTSupport Services Agreement • January 28th, 2013 • PIMCO Dynamic Credit Income Fund • New York
AGREEMENT made on April 4, 2012, as amended May 23, 2012, and as further amended this 4th day of January, 2013, 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.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • January 28th, 2013 • PIMCO Dynamic Credit Income Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of [•], 2013, between Barclays Capital Inc. (“Barclays”) and Pacific Investment Management Company LLC (the “Sub-Adviser”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • January 28th, 2013 • PIMCO Dynamic Credit 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 Credit 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).
ORGANIZATIONAL AND OFFERING EXPENSES REIMBURSEMENT AGREEMENTOrganizational and Offering Expenses Reimbursement Agreement • January 28th, 2013 • PIMCO Dynamic Credit Income Fund • Massachusetts
AGREEMENT made this 17th day of December, 2012, by and between PIMCO DYNAMIC CREDIT INCOME FUND, a Massachusetts business trust (the “Fund”), and PACIFIC INVESTMENT MANAGEMENT COMPANY LLC, a Delaware limited liability company (the “Sub-Adviser”), and is acknowledged and agreed to by ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC (“AGID”) and PIMCO INVESTMENTS LLC (“PI”).
