0001193125-19-283499 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • November 4th, 2019 • PIMCO Dynamic Income Fund • California

INVESTMENT MANAGEMENT AGREEMENT, made this 8th day of May, 2018, between each Delaware limited liability company listed on Appendix A attached hereto (each a “Fund” and, together, the “Funds”), and Pacific Investment Management Company LLC (“PIMCO”), a Delaware limited liability company. Capitalized terms not otherwise defined herein have the meanings specified in the Limited Liability Company Agreement of each Fund (as amended, restated or otherwise modified from time to time, the “LLC Agreement”).

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AMENDMENT TO TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT
Transfer Agency and Registrar Services Agreement • November 4th, 2019 • PIMCO Dynamic Income 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”).

FORM OF PROSPECTUS SUPPLEMENT1 (To Prospectus dated [ ], 2019) PIMCO Dynamic Income Fund Up to [ ]
Sales Agreement • November 4th, 2019 • PIMCO Dynamic Income Fund

PIMCO Dynamic Income Fund (the "Fund") has entered into a sales agreement (the "Sales Agreement") with [ ] ("[ ]") relating to its common shares of beneficial interest, par value $0.00001 per share ("Common Shares"), offered by this Prospectus Supplement and the accompanying Prospectus. In accordance with the terms of the Sales Agreement, the Fund may offer and sell up to [ ] of its Common Shares, from time to time through [ ] as its agent for the offer and sales of the Common Shares. As of [ ], the Fund has sold in this offering an aggregate of [ ] Common Shares, representing net proceeds to the Fund of $[ ] after payment of commissions. Under the Investment Company Act of 1940, as amended (the "1940 Act"), the Fund may not sell any Common Shares at a price below the current net asset value of such common shares, exclusive of any distributing commission or discount. The Fund seeks current income as a primary objective and capital appreciation as a secondary objective.

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