PIMCO Income Opportunity Fund Sample Contracts

PIMCO INCOME OPPORTUNITY FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST November 20, 2007
Agreement and Declaration of Trust • November 21st, 2007 • PIMCO Income Opportunity Fund • Massachusetts

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made this 20th day of November, 2007, 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 12th day of September, 2007, for the purposes of eliminating references to the sole initial trustee, adding Trustees as signatories and making certain other changes hereto.

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PIMCO INCOME OPPORTUNITY FUND COMMON SHARES CAPITAL ON DEMAND™ AMENDED AND RESTATED SALES AGREEMENT
Sales Agreement • January 28th, 2020 • PIMCO Income Opportunity Fund • New York

PIMCO Income Opportunity Fund, an unincorporated voluntary association with transferable shares organized and existing under and by virtue of the laws of The Commonwealth of Massachusetts (commonly referred to as a Massachusetts business trust) (the “Fund”), and Pacific Investment Management Company LLC, a Delaware limited liability company (the “Manager”), previously entered into a Capital on Demand ™ Sales Agreement with JonesTrading Institutional Services LLC (“Jones”) dated July 6, 2018 (the “Original Agreement”). The Original Agreement is hereby amended and restated as follows (this “Agreement”):

MASTER DEALER AGREEMENT
Master Dealer Agreement • November 21st, 2007 • PIMCO Income Opportunity Fund • New York
INVESTMENT MANAGEMENT AGREEMENT PIMCO Income Opportunity Fund
Investment Management Agreement • November 21st, 2007 • PIMCO Income Opportunity Fund

This Investment Management Agreement is executed as of November , 2007 by and between PIMCO INCOME OPPORTUNITY FUND, a Massachusetts business trust (the “Fund”), and ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC, a Delaware limited liability company (the “Manager”).

PORTFOLIO MANAGEMENT AGREEMENT PIMCO Income Opportunity Fund
Portfolio Management Agreement • November 21st, 2007 • PIMCO Income Opportunity Fund

This Portfolio Management Agreement is executed as of November , 2007 by and between ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC, a Delaware limited liability company (the “Manager”), and PACIFIC INVESTMENT MANAGEMENT COMPANY LLC, a Delaware limited liability company (the “Portfolio Manager”).

SUPPORT SERVICES AGREEMENT
Support Services Agreement • July 2nd, 2018 • PIMCO Income Opportunity Fund • New York

AGREEMENT made on April 4, 2012, as amended May 23, 2012 and January 4, 2013, and as further amended this 5th day of September, 2014, by and between PIMCO Investments LLC, a Delaware limited liability company (“PI”) and each of the investment companies listed on Appendix A hereto (each a “Fund” and, collectively, the “Funds”), in each case acting and agreeing with PI severally and neither jointly nor jointly and severally with any other Fund.

MARKETING AND STRUCTURING FEE AGREEMENT
Marketing and Structuring • November 21st, 2007 • PIMCO Income Opportunity Fund • New York

This agreement is between Allianz Global Investors Fund Management LLC (the “Company”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) with respect to the PIMCO Income Opportunity Fund (the “Fund”).

TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • November 21st, 2007 • PIMCO Income Opportunity Fund

THIS AGREEMENT is made as of , 2007 by and between PFPC INC., a Massachusetts corporation (“PFPC”) and PIMCO INCOME OPPORTUNITY FUND, a Massachusetts business trust (the “Fund”).

CUSTODIAN AND INVESTMENT ACCOUNTING AGREEMENT
Custodian and Investment Accounting Agreement • November 21st, 2007 • PIMCO Income Opportunity Fund • Massachusetts

This Agreement, made this day of November, 2007, between PIMCO INCOME OPPORTUNITY FUND, a business trust organized and existing under the laws of Massachusetts (the “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “State Street”),

AMENDMENT TO CUSTODIAN AGREEMENTS
Custodian Agreements • July 2nd, 2018 • PIMCO Income Opportunity Fund

THIS AMENDMENT is made as of the close of business on the 5th day of September, 2014 (the “Amendment”), by and among State Street Bank and Trust Company (“State Street”), each investment company listed on Schedule A hereto (each, a “Fund” and, together, the “Funds”) and Pacific Investment Management Company LLC (“PIMCO”).

MASTER AGREEMENT AMONG UNDERWRITERS
Master Agreement • November 21st, 2007 • PIMCO Income Opportunity Fund • New York
STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 21st, 2007 • PIMCO Income Opportunity Fund • New York

Reference is made to the Underwriting Agreement dated November [ ], 2007 (the “Underwriting Agreement”), by and among PIMCO Income Opportunity Fund (the “Fund”), Allianz Global Investors Fund Management LLC (the “Adviser”) and each of the Underwriters named therein, severally, with respect to the issue and sale of the Fund’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

AMENDMENT TO TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT
Transfer Agency and Registrar Services Agreement • October 28th, 2020 • PIMCO Income Opportunity Fund • New York

This Amendment (this “Amendment”) is made as of July , 2016, by and between Pacific Investment Management Company LLC, a Delaware corporation, on behalf of each of the funds listed on Exhibit A of the Agreement (as defined below), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“AST”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 2nd, 2018 • PIMCO Income Opportunity Fund • California

INVESTMENT MANAGEMENT AGREEMENT, made this 5th day of September, 2014, between each closed-end management investment company listed on Schedule A attached hereto and made a part hereof, as such Schedule A may be amended from time to time, including to add or remove Funds (each a “Fund” and, collectively, the “Funds”), and Pacific Investment Management Company LLC (“PIMCO”).

CUSTODIAN AND INVESTMENT ACCOUNTING AGREEMENT
Investment Accounting Agreement • July 2nd, 2018 • PIMCO Income Opportunity Fund • Massachusetts

This Agreement, made this 13th day of November, 2007, between PIMCO INCOME OPPORTUNITY FUND, a business trust organized and existing under the laws of Massachusetts (the “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “State Street”),

FORM OF SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • November 21st, 2007 • PIMCO Income Opportunity Fund • Massachusetts

Agreement dated as of June 1, 2005 by and between Allianz Global Investors Fund Management, LLC, a Delaware limited liability company (the “Investment Manager”) and State Street Bank and Trust Company, a Massachusetts trust company (the “Sub-Administrator”).

AMENDED AND RESTATED BYLAWS of PIMCO INCOME OPPORTUNITY FUND (Dated as of November 20, 2007)
Income Opportunity Fund • November 21st, 2007 • PIMCO Income Opportunity Fund
TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT
Transfer Agency and Registrar Services Agreement • July 2nd, 2018 • PIMCO Income Opportunity 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”).

] Shares PIMCO INCOME OPPORTUNITY FUND COMMON SHARES UNDERWRITING AGREEMENT
Underwriting Agreement • November 21st, 2007 • PIMCO Income Opportunity Fund • New York

PIMCO Income Opportunity Fund, a voluntary association with transferable shares organized and existing under and by virtue of the laws of The Commonwealth of Massachusetts (commonly referred to as a Massachusetts business trust) (the “Fund”), is a newly organized, non-diversified closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Fund proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) [ ] shares of its common shares, par value $0.00001 per share (the “Firm Shares”). The Fund also proposes to issue and sell to the several Underwriters not more than an additional [ ] shares of its common shares, par value $0.00001 per share (the “Additional Shares”) if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares granted to the Underwriters in Section 3 h

PIMCO INCOME OPPORTUNITY FUND Subscription Agreement
Pimco Income Opportunity Fund • November 21st, 2007 • PIMCO Income Opportunity Fund

This Agreement made as of November 12, 2007, by and between PIMCO Income Opportunity Fund, a Massachusetts business trust (the “Fund”), and Allianz Global Investors of America L.P. (the “Subscriber”).

FORM OF PROSPECTUS SUPPLEMENT(1) (To Prospectus dated [ ]) PIMCO Income Opportunity Fund Up to $[ ] Common Shares of Beneficial Interest
PIMCO Income Opportunity Fund • January 22nd, 2020

PIMCO Income Opportunity 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 its Common Shares having an aggregate offering price of up to $[ ], from time to time through [ ] as its agent for the offer and sales of the Common Shares. As of [ ] the Fund has sold pursuant to a prior registration statement 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's investment objectives are to seek current i

ORGANIZATIONAL AND OFFERING EXPENSES REIMBURSEMENT AGREEMENT
Organizational and Offering Expenses Reimbursement Agreement • November 21st, 2007 • PIMCO Income Opportunity Fund

AGREEMENT made this [·] day of November 2007, by and between PIMCO INCOME OPPORTUNITY FUND, a Massachusetts business trust (the “Fund”), and ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”).

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 21st, 2007 • PIMCO Income Opportunity Fund • New York

STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of November [•], 2007, between Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Allianz Global Investors Fund Management LLC (the “Adviser”).

ADDITIONAL COMPENSATION AGREEMENT
Additional Compensation Agreement • November 21st, 2007 • PIMCO Income Opportunity Fund • New York

ADDITIONAL COMPENSATION AGREEMENT (the “Agreement”), dated as of November [ ], 2007, between Oppenheimer & Co. Inc. (“Oppenheimer”) and Allianz Global Investors Fund Management LLC (“Allianz”).

AMENDMENT TO TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT
Transfer Agency and Registrar Services Agreement • October 28th, 2020 • PIMCO Income Opportunity 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”).

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