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 29th, 2019 • PIMCO Energy & Tactical Credit Opportunities Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of June 6, 2014, 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 O
UBS Securities LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • January 29th, 2019 • PIMCO Energy & Tactical Credit Opportunities 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 ENERGY AND TACTICAL CREDIT OPPORTUNITIES FUND Subscription AgreementSubscription Agreement • January 29th, 2019 • PIMCO Energy & Tactical Credit Opportunities Fund • Massachusetts
This Agreement made as of 12/7/18 by and between PIMCO Energy and Tactical Credit Opportunities Fund, a Massachusetts business trust (the “Fund”), and Allianz Fund Investments, Inc. (the “Subscriber”);
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • January 29th, 2019 • PIMCO Energy & Tactical Credit Opportunities Fund • Massachusetts
INVESTMENT MANAGEMENT AGREEMENT, entered into on December 13, 2018, between PIMCO Energy and Tactical Credit Opportunities Fund (the “Fund”), and Pacific Investment Management Company LLC (“PIMCO”), effective as of December 13, 2018 (the “Effective Date”).
STRUCTURING FEE AGREEMENTFee Agreement • January 29th, 2019 • PIMCO Energy & Tactical Credit Opportunities Fund • New York
This agreement is between Pacific Investment Management Company LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to PIMCO Energy and Tactical Credit Opportunities Fund (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • January 29th, 2019 • PIMCO Energy & Tactical Credit Opportunities Fund • New York
Reference is made to the Underwriting Agreement, dated [ ], 2019, by and among PIMCO Energy and Tactical Credit Opportunities Fund (the “Fund”), Pacific Investment Management Company LLC and each of the respective underwriters named therein (the “Underwriting Agreement”) relating to the Offering (as defined below). This agreement (the “Agreement”) is between Pacific Investment Management Company LLC (including any successor or assign by merger or otherwise, the “Company”) and each qualifying underwriter listed on Schedule I hereto (each a “Qualifying Underwriter”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • January 29th, 2019 • PIMCO Energy & Tactical Credit Opportunities Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of [ ], 2019, by and among Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Pacific Investment Management Company LLC (“Adviser”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • January 29th, 2019 • PIMCO Energy & Tactical Credit Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated [ ], 2019 (the “Underwriting Agreement”), by and among PIMCO Energy and Tactical Credit Opportunities Fund (the “Fund”), Pacific Investment Management Company LLC (the “Adviser”), Stifel, Nicolaus & Company, Incorporated (“Stifel”) and the several other Underwriters named therein, severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, $0.0001 par value per share (the “Common 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.
December , 2018 State Street Bank and Trust CompanyCustody and Investment Accounting Agreement • January 29th, 2019 • PIMCO Energy & Tactical Credit Opportunities Fund
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • January 29th, 2019 • PIMCO Energy & Tactical Credit Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated [ ], 2019 (the “Underwriting Agreement”), by and among PIMCO Energy and Tactical Credit Opportunities Fund (the “Fund”), Pacific Investment Management Company LLC (the “Adviser”) and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, 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.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • January 29th, 2019 • PIMCO Energy & Tactical Credit Opportunities 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 Energy & Tactical Credit Opportunities 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).
TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENTTransfer Agency and Registrar Services Agreement • January 29th, 2019 • PIMCO Energy & Tactical Credit Opportunities Fund • New York
This Transfer Agency and Registrar Services Agreement (this “Agreement”), dated as of April 19, 2016 is between Pacific Investment Management Company LLC, a Delaware limited liability company (“PIMCO”), on behalf of each of the funds listed on Exhibit A (each a “Company” and collectively the “Companies”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“AST”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • January 29th, 2019 • PIMCO Energy & Tactical Credit Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated [ ], 2019 (the “Underwriting Agreement”), by and among PIMCO Energy and Tactical Credit Opportunities Fund (the “Fund”), Pacific Investment Management Company LLC (the “Company”) and each of the Underwriters named in Schedule A thereto, with respect to the issue and sale of the Fund’s common shares of beneficial interest, $0.00001 par value per share (the “Common 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.
CUSTODY AND INVESTMENT ACCOUNTING AGREEMENTCustody and Investment Accounting Agreement • January 29th, 2019 • PIMCO Energy & Tactical Credit Opportunities 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.
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • January 29th, 2019 • PIMCO Energy & Tactical Credit Opportunities Fund • Massachusetts
INVESTMENT MANAGEMENT AGREEMENT, made this day of , 20 , between PIMCO Cayman Commodity Fund IX, Ltd., a Cayman Islands exempted company (the “Fund”), and Pacific Investment Management Company LLC (“PIMCO”), a Delaware limited liability company. Capitalized terms not otherwise defined herein have the meanings specified in the Fund’s Memorandum and Articles of Incorporation (as amended, restated or otherwise modified from time to time, the “Fund’s Governing Documents”).
PIMCO Energy and Tactical Credit Opportunities Fund [ ] Common Shares of Beneficial Interest Par Value $0.00001 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • January 29th, 2019 • PIMCO Energy & Tactical Credit Opportunities Fund • New York
ORGANIZATIONAL AND OFFERING EXPENSES AGREEMENTOrganizational and Offering Expenses Agreement • January 29th, 2019 • PIMCO Energy & Tactical Credit Opportunities Fund • Massachusetts
AGREEMENT made this 13th day of December, 2018, by and between PIMCO Energy and Tactical Credit Opportunities Fund, a Massachusetts business trust (the “Fund”), and Pacific Investment Management Company LLC, a Delaware limited liability company (the “Adviser”), and is acknowledged and agreed to by PIMCO Investments LLC (“PI”).
AMENDMENT TO TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENTTransfer Agency and Registrar Services Agreement • January 29th, 2019 • PIMCO Energy & Tactical Credit Opportunities Fund • New York
THIS AMENDMENT TO TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT (this “Amendment”), dated as of December 13, 2018 (the “Effective Date”), by and between PACIFIC INVESTMENT MANAGEMENT COMPANY LLC, a Delaware limited liability company (“PIMCO”), on behalf of each of the funds listed on Exhibit A hereto and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (“AST”; together with PIMCO, the “Parties” and each, a “Party”).
