INVESTMENT MANAGEMENT AGREEMENT dated as of August 1, 2008 BY AND BETWEEN PNMAC MORTGAGE OPPORTUNITY FUND, LLC, a Delaware limited liability company AND PNMAC CAPITAL MANAGEMENT, LLC, a Delaware limited liability companyInvestment Management Agreement • November 12th, 2008 • PNMAC Mortgage Opportunity Fund, LLC • Delaware
This Investment Management Agreement (the "Agreement"), dated as of August 1, 2008, is made by and between PNMAC Mortgage Opportunity Fund, LLC (the "Company"), a Delaware limited liability company which will be registered as a nondiversified closed-end management investment company under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the "1940 Act"), and PNMAC Capital Management, LLC (the "Investment Manager"), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (the "Advisers Act"). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to them in the Limited Liability Company Agreement of the Company dated as of August 1, 2008 (as the same may be amended from time to time, the "Operating Agreement") or the Limited Partnership Agreement of PNMAC Mortgage Opportunity Fund, L.P. (the "Portfolio Partnership"), as the case may be.
CUSTODY AGREEMENTCustody Agreement • November 12th, 2008 • PNMAC Mortgage Opportunity Fund, LLC • California
THIS AGREEMENT is made and entered into as of this 28th day of July, 2008, by and between the investment funds listed on Exhibit A hereto (each a “Fund” and collectively the “Funds”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Cincinnati, Ohio (the “Custodian”).
LIMITED LIABILITY COMPANY AGREEMENT OF PNMAC MORTGAGE OPPORTUNITY FUND, LLC a Delaware Limited Liability Company Dated as of August 1, 2008Limited Liability Company Agreement • November 12th, 2008 • PNMAC Mortgage Opportunity Fund, LLC • Delaware
SUBSCRIPTION AGREEMENT PNMAC Mortgage Opportunity Fund, L.P.Subscription Agreement • November 12th, 2008 • PNMAC Mortgage Opportunity Fund, LLC
The undersigned hereby agrees to use any and all of the proceeds that it receives each time that it draws down Common Share Commitments (as defined in the Operating Agreement of the Fund) pursuant to the Operating Agreement of the Fund, less expenses, to purchase common limited partner interests ("Common Interests") of PNMAC Mortgage Opportunity Fund, L.P. (the "Partnership") having the rights and other terms set forth in the Partnership Agreement of the Partnership (the "Partnership Agreement") at the same price such Common Interests are sold to other subscribers, if any.
