Pimco Income Strategy Fund Sample Contracts

Pimco Income Strategy Fund – TENDER OFFER AND STANDSTILL AGREEMENT (September 18th, 2014)

This Agreement (“Agreement”) is made and entered into as of the 18th day of September, 2014, by and among PIMCO Income Strategy Fund (“PFL”), PIMCO Income Strategy Fund II (“PFN” and, together with PFL, each a “Fund” and, collectively, the “Funds”), Allianz Global Investors Fund Management LLC (“AGIFM”), Pacific Investment Management Company LLC (“PIMCO” and, together with PFL, PFN and AGIFM, the “Fund Parties”) and Brigade Capital Management, LP (“Brigade Capital”), Brigade Leveraged Capital Structures Fund Ltd. (“Brigade Fund”) and Donald E. Morgan, III (“Morgan” and, together with Brigade Capital and Brigade Fund, the “Brigade Parties”).