0001193125-17-034578 Sample Contracts

PIMCO FLEXIBLE CREDIT INCOME FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST December 14, 2016
Agreement and Declaration of Trust • February 8th, 2017 • PIMCO Flexible Credit Income Fund • Massachusetts

AGREEMENT AND DECLARATION OF TRUST made this 14th day of December, 2016, 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 25th day of October, 2016, 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.

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PIMCO FLEXIBLE CREDIT INCOME FUND Subscription Agreement
Subscription Agreement • February 8th, 2017 • PIMCO Flexible Credit Income Fund • Massachusetts

This Agreement made as of December 14, 2016 by and between PIMCO Flexible Credit Income Fund, a Massachusetts business trust (the “Fund”), and Allianz Fund Investments, Inc. (the “Subscriber”);

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 8th, 2017 • PIMCO Flexible Credit Income Fund • Massachusetts

INVESTMENT MANAGEMENT AGREEMENT, made this 14th day of December, 2016, between PIMCO Flexible Credit Income Fund, a closed-end management investment company organized as a Massachusetts business trust (the “Fund”), and Pacific Investment Management Company LLC (“PIMCO”).

AMENDED AND RESTATED SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • February 8th, 2017 • PIMCO Flexible Credit Income Fund • Massachusetts

This Amended and Restated Sub-Administration Agreement dated as of July 02, 2007 is by and between Pacific Investment Management Company, LLC, a Delaware limited liability company (the “Administrator”) and State Street Bank and Trust Company, a Massachusetts trust company (the “Sub-Administrator”).

FORM OF CUSTODY AGREEMENT
Custody Agreement • February 8th, 2017 • PIMCO Flexible Credit Income Fund • Missouri

This Agreement is made as of , 2017 by and between Pacific Investment Management Company, LLC, a limited liability company organized under the laws of the State of Delaware (“PIMCO”), on behalf of PIMCO Flexible Credit Income Fund, a registered investment company organized under the laws of the Commonwealth of Massachusetts (the “Company”), and UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (the “Custodian”).

EXPENSE LIMITATION AGREEMENT PIMCO Flexible Credit Income Fund New York, New York 10019 December 14, 2016
Expense Limitation Agreement • February 8th, 2017 • PIMCO Flexible Credit Income Fund

This will confirm the agreement between the PIMCO Flexible Credit Income Fund (the “Fund”) and Pacific Investment Management Company LLC (“PIMCO”) as follows:

DISTRIBUTION CONTRACT PIMCO Flexible Credit Income Fund New York, New York 10019 December 14, 2016
Distribution Agreement • February 8th, 2017 • PIMCO Flexible Credit Income Fund
FORM OF AMENDMENT TO CUSTODY AND INVESTMENT ACCOUNTING AGREEMENT
Custody and Investment Accounting Agreement • February 8th, 2017 • PIMCO Flexible Credit Income Fund

This Amendment, effective as of [ ] (the “Amendment”), is entered into by and between, STATE STREET BANK AND TRUST COMPANY, (“State Street”) and EACH REGISTERED INVESTMENT COMPANY LISTED ON SCHEDULE A hereto, as it may be amended from time to time, incorporated therein by this reference (each sometimes referred to as a “Fund” and, collectively, the “Funds”), and PACIFIC INVESTMENT MANAGEMENT COMPANY (“PIMCO”).

CUSTODY AND INVESTMENT ACCOUNTING AGREEMENT
Custody and Investment Accounting Agreement • February 8th, 2017 • PIMCO Flexible Credit Income Fund • Massachusetts

THIS AGREEMENT is made effective the 1st day of January, 2000 by and between STATE STREET BANK AND TRUST COMPANY, a trust company chartered under the laws of the Commonwealth of Massachusetts, having its principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (“State Street”), EACH REGISTERED INVESTMENT COMPANY LISTED ON SCHEDULE A hereto, as it may be amended from time to time, incorporated herein by this reference, each having its principal office and place of business at 840 Newport Center Drive, Newport Beach, CA 92660 (each sometimes referred to as a “Fund” and, collectively, the “Funds”), and PACIFIC INVESTMENT MANAGEMENT COMPANY, a Delaware partnership having its principal office and place of business at 840 Newport Center Drive, Newport Beach, CA 92660 (“PIMCO”), acting as administrator for each Fund.

FORM OF FIFTH AMENDMENT TO AMENDED AND RESTATED SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • February 8th, 2017 • PIMCO Flexible Credit Income Fund

This Fifth Amendment to the Amended and Restated Sub-Administration Agreement (the “Amendment”) is made as of [ ] by and between Pacific Investment Management Company LLC, a Delaware limited liability company (the “Administrator”), and State Street Bank and Trust Company, a Massachusetts trust company (“Sub-Administrator”).

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