·] Shares of Beneficial Interest Issuable Upon Exercise of Transferable Rights to Subscribe for Such Shares DEALER MANAGER AGREEMENTAgent Agreement • April 15th, 2013 • Avenue Income Credit Strategies Fund • New York
Avenue Capital Management II, L.P. 6th Floor New York, New York 10022Letter Agreement • April 15th, 2013 • Avenue Income Credit Strategies Fund • New York
Reference is made to that certain Investment Advisory Agreement (the “Advisory Agreement”) between Avenue Income Credit Strategies Fund (the “Fund”) and Avenue Capital Management II, L.P. (the “Adviser”). Reference is further made to that certain Letter Agreement, dated as of December 8, 2011, between the Fund and the Adviser (the “Letter Agreement”). The parties hereto intend hereby to amend and restate the Letter Agreement to extend the term of the Limitation Period (as defined below). Therefore, the Adviser, intending to be legally bound, hereby confirms its agreement as follows in respect of the Fund:
AMENDED AND RESTATED MASTER CUSTODIAN AND FUND ACCOUNTING SERVICES AGREEMENTAgreement • April 15th, 2013 • Avenue Income Credit Strategies Fund • Massachusetts
This Agreement is made as of May 23, 2012 by and among each management investment company identified on Appendix A hereto, severally and not jointly (each such investment company and each management investment company made subject to this Agreement in accordance with Section 18.5 below, shall hereinafter be referred to as a “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • April 15th, 2013 • Avenue Income Credit Strategies Fund • New York
AMENDMENT NO. 1, dated as of March 9, 2012 (this “Amendment”), to the Credit Agreement, dated as of March 11, 2011, between Avenue Income Credit Strategies Fund, a Delaware statutory trust (the “Borrower”), and The Bank of Nova Scotia (the “Bank”) (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
April 12, 2013Letter of Agreement • April 15th, 2013 • Avenue Income Credit Strategies Fund • New York
This Letter of Agreement, including the Appendix attached hereto (collectively, this “Agreement”), sets forth the terms and conditions of the engagement of Georgeson Inc. (“Georgeson”) by Avenue Income Credit Strategies Fund (the “Fund”) to act as Information Agent in connection with its rights offering scheduled for 2013 (the “Offer”). The term of this Agreement shall be the term of the Offer, including any extensions thereof.
SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • April 15th, 2013 • Avenue Income Credit Strategies Fund • New York
This Subscription Agent Agreement (the “Agreement”) is made as of February 17, 2012, by and among Avenue Income Credit Strategies Fund, a statutory trust organized under the laws of the State of Delaware (the “Fund”), Computershare Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking company (collectively, the “Agent” or individually, “Computershare” and the “Trust Company”, respectively). All terms not defined herein shall have the meanings given in the prospectus (the “Prospectus”) included in the registration statement on Form N-2, File No. 333-178838 filed by the Fund with the Securities and Exchange Commission on February 16, 2012, as amended by any amendment filed with respect thereto (the “Registration Statement”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • April 15th, 2013 • Avenue Income Credit Strategies Fund • New York
AMENDMENT NO. 2, dated as of March 8, 2013 (this “Amendment”), to the Credit Agreement, dated as of March 11, 2011, between Avenue Income Credit Strategies Fund, a Delaware statutory trust (the “Borrower”), and The Bank of Nova Scotia (the “Bank”), as amended by Amendment No. 1, dated as of March 9, 2012 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
AMENDED AND RESTATED ADMINISTRATION AGREEMENTAnd Restated Administration Agreement • April 15th, 2013 • Avenue Income Credit Strategies Fund • Massachusetts
This Amended and Restated Administration Agreement (“Agreement”) dated as of May 31, 2012 and effective as of the date the Fund (defined below) is declared effective by the Securities and Exchange Commission (the “SEC”) or such other date as the parties mutually agree in writing, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and each management investment company identified on Appendix A attached hereto, severally and not jointly (each such investment company and each management investment company made subject to this Agreement in accordance with Section 1 below, shall hereinafter be referred to as a “Fund”).
