0001193125-19-305546 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • December 4th, 2019 • PIMCO Dynamic Credit & Mortgage 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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PIMCO DYNAMIC CREDIT INCOME FUND AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • December 4th, 2019 • PIMCO Dynamic Credit & Mortgage Income Fund

The undersigned, being at least a majority of the Trustees of PIMCO Dynamic Credit Income Fund (the “Trust”), hereby amend the Trust’s Amended and Restated Agreement and Declaration of Trust (the “Declaration of Trust”), a copy of which is on file in the office of the Secretary of State of the Commonwealth of Massachusetts, as follows:

FORM OF PROSPECTUS SUPPLEMENT1 (To Prospectus dated [ ]) PIMCO Dynamic Credit and Mortgage Income Fund Up to $[ ] Common Shares
PIMCO Dynamic Credit & Mortgage Income Fund • December 4th, 2019

PIMCO Dynamic Credit and Mortgage 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 its Common Shares having an aggregate offering value of up to [ ], from time to time through [ ] as its agent for the offer and sales of the Common Shares. 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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