Morgan Stanley & Co. Incorporated MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement • January 20th, 2011 • Avenue Income Credit Strategies Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of February 5, 2010, is by and between Morgan Stanley & Co. Incorporated (“Morgan Stanley,” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accepted
Morgan Stanley & Co. Incorporated MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • January 20th, 2011 • Avenue Income Credit Strategies Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of December 1, 2009, is by and between Morgan Stanley & Co. Incorporated (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).
MARKETING AND STRUCTURING FEE AGREEMENTMarketing and Structuring Fee Agreement • January 20th, 2011 • Avenue Income Credit Strategies Fund • New York
This agreement is between Avenue Capital Management II, L.P. (the “Company”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) with respect to the Avenue Income Credit Strategies Fund (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • January 20th, 2011 • Avenue Income Credit Strategies Fund • New York
Reference is made to the Underwriting Agreement dated January , 2011 (the “Underwriting Agreement”), by and among Avenue Income Credit Strategies Fund (the “Fund”), Avenue Capital Management II, L.P. (the “Adviser”), Avenue Europe International Management, L.P. and each of the Underwriters named in Schedule I thereto, 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.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • January 20th, 2011 • Avenue Income Credit Strategies Fund • New York
Reference is made to the Underwriting Agreement dated January , 2011 (the “Underwriting Agreement”), by and among Avenue Income Credit Strategies Fund (the “Fund”), Avenue Capital Management II, L.P. (the “Adviser”), Avenue Europe International Management, L.P. and each of the Underwriters named in Schedule I thereto, 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.
