0001104659-10-064343 Sample Contracts

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • December 27th, 2010 • Avenue Income Credit Strategies Fund • Massachusetts

THIS AGREEMENT is dated as of December 15, 2010 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, by and between STATE STREET BANK AND TRUST COMPANY, a trust company chartered under the laws of the Commonwealth of Massachusetts (“State Street” or the “Transfer Agent”), and AVENUE INCOME CREDIT STRATEGIES FUND, a Delaware statutory trust (the “Fund”).

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 27th, 2010 • Avenue Income Credit Strategies Fund • Delaware

THIS INVESTMENT ADVISORY AGREEMENT, dated as of , 2010 (the “Agreement”), by and between AVENUE INCOME CREDIT STRATEGIES FUND, a Delaware statutory trust (the “Fund”) and AVENUE CAPITAL MANAGEMENT II, L.P. (the “Adviser”), a Delaware limited partnership.

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 27th, 2010 • Avenue Income Credit Strategies Fund • Delaware

THIS SUB-INVESTMENT ADVISORY AGREEMENT, dated as of , 2010 (the “Agreement”), by and between AVENUE INCOME CREDIT STRATEGIES FUND, a Delaware statutory trust (the “Fund”), AVENUE CAPITAL MANAGEMENT II, L.P., a Delaware limited partnership (the “Adviser”), and Avenue Europe International Management, L.P., a Delaware limited partnership (the “Sub-Adviser”).

ADMINISTRATION AGREEMENT
Administration Agreement • December 27th, 2010 • Avenue Income Credit Strategies Fund • Massachusetts

This Administration Agreement (“Agreement”) dated as of December 15, 2010 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 Avenue Income Credit Strategies Fund, a Delaware statutory trust (the “Fund”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • December 27th, 2010 • Avenue Income Credit Strategies Fund

THIS SUBSCRIPTION AGREEMENT is entered into as of the 13th day of December, 2010, between Avenue Income Credit Strategies Fund, a statutory trust organized and existing under the laws of Delaware (the “Fund”), and Avenue Capital Management II, L.P. (the “Purchaser”).

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AVENUE INCOME CREDIT STRATEGIES FUND December 9, 2010
Agreement and Declaration of Trust • December 27th, 2010 • Avenue Income Credit Strategies Fund

This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST, made at this 9 day of December, 2010, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as herein after provided.

MASTER CUSTODIAN AND FUND ACCOUNTING SERVICES AGREEMENT
Master Custodian Agreement • December 27th, 2010 • Avenue Income Credit Strategies Fund • Massachusetts
DISTRIBUTION AGREEMENT
Distribution Agreement • December 27th, 2010 • Avenue Income Credit Strategies Fund • New York

This Agreement is made as of [·], 2010, by and among TS Capital, LLC, a Delaware limited liability company (“TSC”), ABAX Brokerage Services, Inc., a Texas corporation (“ABAX”), Avenue Income Credit Strategies Fund, a Delaware statutory trust (the “Fund”), and Avenue Capital Management II, L.P., a Delaware limited partnership (the “Adviser”).

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