0001104659-14-014684 Sample Contracts

Avenue Capital Management II, L.P. New York, New York 10022
Letter Agreement • February 28th, 2014 • Avenue Mutual Funds Trust • New York

Reference is made to that certain Investment Advisory Agreement (the “Advisory Agreement”) between Avenue Mutual Funds Trust (the “Trust”), on behalf of its series, Avenue 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 May 15, 2012, between the Trust 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:

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