The Company’s board of directors unanimously recommends that you vote FOR each of the proposals to be considered and voted on at the Special Meeting.No other business will be presented at the SpecialAnnual Meeting.

It is important that your shares be represented at the SpecialAnnual Meeting. If you are unable to attend the SpecialAnnual Meeting in person, I urge you to complete, date and sign the enclosed proxy card and promptly return it in the envelope provided. If you prefer, you can save time by voting through the Internet or by telephone as described in the proxy statement and on the enclosed proxy card.

Your vote and participation in the governance of the Company is very important.

Sincerely yours,

Michael C. Forman

Chairman and Chief Executive Officer

Important notice regarding the availability of proxy materials for the Special Meeting. The Company’s proxy statement the Notice of Special Meeting of Stockholders and the proxy card are available at www.proxyvote.com.

www.proxyvote.com. If you plan on attending the SpecialAnnual Meeting and voting your shares of common stock in person, you will need to bring photo identification in order to be admitted to the SpecialAnnual Meeting. If your shares are held through a broker and you attend the Annual Meeting in person, please bring a letter from your broker identifying you as the beneficial owner of the shares and authorizing you to vote your shares at the Annual Meeting. To obtain directions to the SpecialAnnual Meeting, please call the Company at (844)(877) 358-7276628-8575. and select Option 1.

By Order of the Board of Directors,

Stephen S. Sypherd

Vice President, TreasurerGeneral Counsel and Secretary

January 18, 2018April 26, 2024

Stockholders are requested to promptly authorize a proxy over the Internet or by telephone, or execute and return promptly the accompanying proxy card, which is being solicited by the board of directors of the Company. You may authorize a proxy over the Internet or by telephone by following the instructions in the proxy card. You may execute the proxy card using the methods described in the proxy card. Authorizing aExecuting the proxy card is important to ensure a quorum at the SpecialAnnual Meeting. Stockholders also have the option to authorize their proxies by telephone or through the Internet by following the instructions printed on the proxy card. Proxies may be revoked at any time before they are exercised by submitting a written notice of revocation or a subsequently executed proxy, or by attending the SpecialAnnual Meeting and voting in person.

FSIC III, FSIC IV, CCT, and CCT II each approve their respective investment advisory agreements with the Joint Advisor, and (ii) Exemptive Relief has been obtained. Furthermore, if the InvestmentCo-Advisory Agreements are in effect and the Joint Advisor Effective Date does not occur, either because Exemptive Relief has not been obtained or because any other condition to the Joint Advisor Effective Date is not satisfied or (to the extent permitted) waived, the InvestmentCo-Advisory Agreements will remain in full force and effect in accordance with their terms.

The Company ultimately intends to receive investment advisory services from the Joint Advisor pursuant to the Joint Advisor Investment Advisory Agreement. However, due to the various conditions required for the InvestmentCo-Advisory Agreements and the Joint Advisor Investment Advisory Agreement to each become effective, the Company is seeking, as required by the 1940 Act, stockholder approval of each of the InvestmentCo-Advisory Agreements and the Joint Advisor Investment Advisory Agreement in order to ensure the continuous provision of investment advisory services to the Company by FB Income Advisor, KKR Credit and/or the Joint Advisor, as applicable. If the Joint Advisor Effective Date occurs on the same day as or prior to the Closing Date, then the Joint Advisor would serve as investment adviser to the Company pursuant to the Joint Advisor Investment Advisory Agreement and the InvestmentCo-Advisory Agreements would not become effective. If the Joint Advisor Effective Date occurs after the Closing Date, then FB Income Advisor and KKR Credit would serve as investmentco-advisers to the Company pursuant to the InvestmentCo-Advisory Agreements from the later of the date approval of such agreements is obtained and the Closing Date until the Joint Advisor Effective Date, and the InvestmentCo-Advisory Agreements would automatically terminate upon the effectiveness of the Joint Advisor Investment Advisory Agreement. Accordingly, the InvestmentCo-Advisory Agreements and the Joint Advisor Investment Advisory Agreement would not be simultaneously effective at any time.

In order for FB Income Advisor and KKR Credit to serve as investmentco-advisers to the Company pursuant to the InvestmentCo-Advisory Agreements, the stockholders of the Company must approve the InvestmentCo-Advisory Agreements Proposal and the other conditions to the Closing Date, including approval by the stockholders of FSIC II of the FSIC II InvestmentCo-Advisory Agreements and the FSIC II Joint Advisor Investment Advisory Agreement, must be satisfied or (to the extent permitted) waived prior to the Joint Advisor Effective Date. In order for the Joint Advisor to serve as investment adviser to the Company pursuant to the Joint Advisor Investment Advisory Agreement, the stockholders of the Company must approve the Joint Advisor Investment Advisory Agreement Proposal and the other conditions to the Joint Advisor Effective Date, including approval by the stockholders of FSIC II, FSIC III, FSIC IV, CCT and CCT II of their respective investment advisory agreements with the Joint Advisor, must be satisfied or (to the extent permitted) waived. As such, even if the Company’s stockholders approve the InvestmentCo-Advisory Agreements and the Joint Advisor Investment Advisory Agreement, such agreements will not go into effect unless the stockholders of certain other BDCs sponsored, advised and/orsub-advised by FS Investments and KKR Credit also approve their respective

investment advisory agreements with affiliates of FS Investments, KKR Credit and/or the Joint Advisor, as applicable.

FB Income Advisor, together with FSIC II Advisor, FSIC III Advisor and FSIC IV Advisor, LLC, the investment adviser to FSIC IV (collectively, the “FS Advisor Entities”), and KKR Credit have agreed to coordinate their activities during the period in which the InvestmentCo-Advisory Agreements and the Joint Advisor Investment Advisory Agreement would be in effect to avoid duplication of efforts and ensure a balanced and effective allocation of responsibilities and net fee revenue earned by the FS Advisor Entities, KKR Credit and the Joint Advisor, and efficiency in the provision of the required services to the Company thereunder. In addition, the FS Advisor Entities and KKR Credit anticipate that in the event the Closing Date occurs prior to the approval of the InvestmentCo-Advisory Agreements Proposal or the Joint Advisor Investment Advisory Agreement Proposal, then the Company may enter into an interim investment advisory agreement pursuant to Rule15a-4 of the 1940 Act with KKR Credit (an “Interim Investment Advisory Agreement”).

Because the Company ultimately intends to receive advisory services from the Joint Advisor pursuant to the Joint Advisor Investment Advisory Agreement and considering the length of time that it may take for such

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agreement to become effective, the Company expects that the approval by its stockholders of the InvestmentCo-Advisory Agreements Proposal and/or the Joint Advisor Investment Advisory Agreement Proposal will remain valid indefinitely. However, even if the Company’s stockholders have approved the InvestmentCo-Advisory Agreements Proposal and the Joint Advisor Investment Advisory Agreement Proposal, FS Investments, together with the FS Advisor Entities, and KKR Credit will each have the right to terminate the Master Transaction Agreement and the proposed relationship described herein if the Closing Date does not occur by January 10, 2019.

What will happen if the InvestmentCo-Advisory Agreements Proposal and/or the Joint Advisor Investment Advisory Agreement Proposal are not approved?

The InvestmentCo-Advisory Agreements Proposal and the Joint Advisor Investment Advisory Agreement Proposal are not contingent on one another. However, if the stockholders of the Company do not approve both the InvestmentCo-Advisory Agreements Proposal and the Joint Advisor Investment Advisory Agreement Proposal, then the Board will consider and evaluate its options to determine what alternatives are in the Company’s best interests and that of the Company’s stockholders, such as resubmitting the InvestmentCo-Advisory Agreements Proposal and/or the Joint Advisor Investment Advisory Agreement Proposal for approval by the Company’s stockholders or entering into an Interim Investment Advisory Agreement. GDFM intends to resign as the Company’s investmentsub-adviser effective as of the GDFM End Date regardless of whether the InvestmentCo-Advisory Agreements Proposal or the Joint Advisor Investment Advisory Agreement Proposal is approved, and the Company would continue to receive its investment advisory services from FB Income Advisor pursuant to the Current Investment Advisory Agreement and/or from KKR Credit pursuant to an Interim Investment Advisory Agreement. FB Income Advisor intends to obtain services from KKR Credit’s broker-dealer affiliate pursuant to the Sourcing Agreement, such as identifying new investment opportunities for FB Income Advisor, prior to the Company’s entry into any advisory agreement with KKR Credit or one of its affiliates, including the Joint Advisor.

How does the Board recommend voting on the proposals at the Special Meeting?

The Board unanimously recommends that you vote “FOR” the InvestmentCo-Advisory Agreements Proposal and “FOR” the Joint Advisor Investment Advisory Agreement Proposal.

Will the base management fee and the incentive fee that the Company pays under the Current Investment Advisory Agreement change under the InvestmentCo-Advisory Agreements or the Joint Advisor Investment Advisory Agreement?

The base management fee will be reduced from 1.75% under the Current Investment Advisory Agreement to 1.50% under the InvestmentCo-Advisory Agreements (in the aggregate) and the Joint Advisor Investment Advisory Agreement. While the Current Investment Advisory Agreement provides that the base management fee is 2.0%, effective October 1, 2017 and through September 30, 2018, FB Income Advisor contractually agreed to permanently waive 0.25% of the base management fee so that the fee received equals 1.75% of the average value of the Company’s gross assets.

Under the Current Investment Advisory Agreement, (i) the hurdle rate is 1.875% per quarter and (ii) the“catch-up” feature begins at 2.34375%. Under the InvestmentCo-Advisory Agreements (in the aggregate) and the Joint Advisor Investment Advisory Agreement, (i) the hurdle rate will be reduced to 1.75% per quarter and (ii) the“catch-up” feature will be reduced to begin at 2.1875%. See “Proposal 1—Terms of the FB Income Advisor InvestmentCo-Advisory Agreement—Fees and Expenses,” “Proposal 1—Terms of the KKR InvestmentCo-Advisory Agreement—Fees and Expenses”, “Proposal 2—Terms of the Joint Advisor Investment Advisory Agreement—Fees and Expenses” and the corresponding Exhibits A, B and C hereto, respectively. As a result of the reduction to the hurdle rate, the payment by the Company of the subordinated incentive fee on income will be triggered at a lower threshold (i.e., upon the Company earning a lower amount of“pre-incentive fee net investment income”) than under the Current Investment Advisory Agreement.

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Will the composition of the Board change following entry into the InvestmentCo-Advisory Agreements and/or the Joint Advisor Investment Advisory Agreement?

On the date that is the later of the Closing Date and the date on which the stockholders of the Company approve either or both the InvestmentCo-Advisory Agreements Proposal and the Joint Advisor Investment Advisory Agreement Proposal (such applicable date, the “Board Appointment Date”), then, subject to nomination by and approval of the Board, FB Income Advisor (acting collectively with the other FS Advisor Entities) and KKR Credit have agreed that they will each be entitled to recommend the appointment of one “interested” director to the Board, to the extent that the applicable party does not have an appointee on the Board at such time. In the event that either FB Income Advisor (acting collectively with the other FS Advisor Entities) or KKR Credit has more than one appointee serving as an “interested” director to the Board, such party will use its reasonable best efforts to cause the resignation of such excess number of its appointed “interested” directors as promptly as practicable, but no later than twelve months following the Board Appointment Date. In addition, FB Income Advisor has agreed that KKR Credit will be entitled to recommend, subject to approval by the Board, the appointment of one “independent” director to the Board on the Board Appointment Date. If such appointments are approved by the Board and such resignations become effective, then the composition of the Board will change, which the Company expects will result in approximately 22% of the directors serving on the Board being “interested” as compared to approximately 36% of the directors serving on the Board being “interested” as of the date of this proxy statement.

Will the officers change on the GDFM End Date or following entry into the InvestmentCo-Advisory Agreements and/or the Joint Advisor Investment Advisory Agreement?

Brad Marshall, the Company’s senior portfolio manager, intends to resign from his position on the GDFM End Date. The officers of the Company are not expected to change following entry into the InvestmentCo-Advisory Agreements and/or the Joint Advisor Investment Advisory Agreement.

What is the “Record Date” and what does it mean?

The record date for the Special Meeting is the close of business on January 18, 2018 (the “Record Date”). The Record Date is established by the Board, and only holders of record of the Company’s shares of common stock, par value $0.001 per share (the “Shares”), at the close of business on the Record Date are entitled to receive notice of the Special Meeting and vote at the Special Meeting and at any adjournments or postponements thereof. As of the Record Date, there were 245,725,416 Shares outstanding.

How many votes do I have?

Each Share held by a holder of record as of the Record Date has one vote on each matter considered at the Special Meeting or any postponement or adjournment thereof.

How do I vote?Voting

You may vote in person at the SpecialAnnual Meeting or by proxy in accordance with the instructions provided below. You may also authorize a proxy by telephone or through the Internet using the toll-free telephone number or web address printed on your proxy card. Authorizing a proxy by telephone or through the Internet requires you to input the control number located on your proxy card. After inputting the control number, you will be prompted to direct your proxy to vote on each proposal. You will have an opportunity to review your directions and make any necessary changes before submitting your directions and terminating the telephone call or Internet link. Stockholders of the Company are entitled to one vote for each Share held.

When voting by proxy and mailing your proxy card, you are required to:

What if a stockholder does not specify a choice for a matter when authorizing a proxy?

All properly executed proxies representing Shares received prior to 11:00 a.m., Eastern Time, on June 21, 2024.

Record Date originally fixed for the Special Meeting without notice, other than the announcement at the Special Meeting, to permit further solicitation of proxies. Any business that might have been transacted at the Special Meeting originally called may be transacted at any such adjourned session(s) at which a quorum is present.

If it appears that there are not enough votes to approve any proposal at the Special Meeting, the chairman of the Special Meeting may adjourn the Special Meeting from time to time to a date not more than 120 days after the Record Date originally fixed for the Special Meeting without notice, other than announcement at the Special Meeting, to permit further solicitation of proxies.

If sufficient votes in favor of one proposal have been received by the time of the Special Meeting, such proposal will be acted upon and such actions will be final, regardless of any subsequent adjournments to consider the other proposal.

What vote is required to approve the InvestmentCo-Advisory Agreements and the Joint Advisor Investment Advisory Agreement?Other Information Regarding This Solicitation

The affirmative vote by the stockholders of the Company holding a majority of the outstanding voting securities is necessary for approval of each InvestmentCo-Advisory Agreement and the Joint Advisor Investment Advisory Agreement. The 1940 Act, defines “a majority of outstanding voting securities” of the Company as the lesser of: (1) 67% or more of the voting securities present at the Special Meeting if the holders of more than 50% of the outstanding voting securities of the Company are present or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Company. Abstentions and brokernon-votes (with respect to any proposal for which a beneficial owner does not instruct its broker, bank or other institution or nominee holding its Shares on its behalf) will not count as affirmative votes cast and will therefore have the same effect as votes against each of the InvestmentCo-Advisory Agreements Proposal and the Joint Advisor Investment Advisory Agreement Proposal.

How will the final voting results be announced?

Preliminary voting results regarding the Company and, to the extent available, FSIC II, FSIC III, FSIC IV, CCT and CCT II, will be announced at the Special Meeting. Final voting results regarding the Company will be published in a current report on Form8-K within four business days after the date of the Special Meeting. Final voting results for FSIC II, FSIC III, FSIC IV, CCT and CCT II will be published when available after the date of the special meeting of the stockholders of each of FSIC II, FSIC III, FSIC IV, CCT and CCT II.

Will you incur expenses in soliciting proxies?

FB Income Advisor and KKR Credit, as participants in the solicitation of the approvals sought pursuant to this proxy statement, will bear the expense of the solicitation of proxies for the SpecialAnnual Meeting, including the cost of preparing, printing and mailing this proxy statement, the accompanying Notice of SpecialAnnual Meeting of Stockholders and the proxy card. FB Income Advisor has retained Broadridge Investor Communication Solutions, Inc. to assist in the solicitation of proxies for an estimated fee of approximately $300,000, plusout-of-pocket expenses.

The Company has requested that brokers, nominees, fiduciaries and other persons holding Shares in their names, or in the name of their nominees, which are beneficially owned by others, forward the proxy materials to, and obtain proxies from, such beneficial owners. FB Income Advisor and KKR CreditThe Company will reimburse such persons for their reasonable expenses in so doing.

In addition to the solicitation of proxies by mail, proxies may be solicited in person and by telephone or facsimile transmission by directors, officers or regular employees of the Company and its affiliates (without special compensation therefor), as applicable.

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What does it mean if I receive more than one. The Company has also retained Broadridge Investor Communication Solutions, Inc. to assist in the solicitation of proxies for an estimated fee of approximately $400,000, plus out-of-pocket expenses. Any proxy card?

Some of your Sharesgiven pursuant to this solicitation may be registered differently or heldrevoked by notice from the person giving the proxy at any time before it is exercised. Any such notice of revocation should be provided in a different account. You should authorize a proxy to votewriting and signed by the Shares in each of your accounts by mail, by telephone or via the Internet. If you mail proxy cards, please sign, date and return each proxy card to guarantee that all of your Shares are voted. If you hold your Shares in registered form and wish to combine your stockholder accounts in the future, you should call the Company at (877)628-8575. Combining accounts reduces excess printing and mailing costs, resulting in cost savings to us that benefit yousame manner as a stockholder.

Are the proxy materials available electronically?

In accordance with regulations promulgated by the SEC, the Company has made this proxy statement, the Notice of Special Meeting of Stockholdersbeing revoked and the proxy card availabledelivered to stockholders on the Internet. Stockholders may (i) access and review the Company’s proxy materials, (ii) authorize their proxies, as described in “How do I Vote,” and/or (iii) elect to receive future proxy materials by electronic delivery, via the Internet address provided below.tabulator.

This proxy statement, the Notice of Special Meeting of Stockholders and the proxy card are available at www.proxyvote.com.

Pursuant to the rules adopted by the SEC, the Company furnishes proxy materials by email to those stockholders who have elected to receive their proxy materials electronically. While the Company encourages stockholders to take advantage of electronic delivery of proxy materials, which helps to reduce the environmental impact of special meetings and the cost associated with the physical printing and mailing of materials, stockholders who have elected to receive proxy materials electronically by email, as well as beneficial owners of Shares held by a broker or custodian, may request a printed set of proxy materials.

Will my vote make a difference?

Yes. Your vote is needed to ensure the proposals can be acted upon. Your vote is very important. Your immediate response will help avoid potential delays and may save significant additional expenses associated with soliciting stockholder votes.

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FORWARD-LOOKING STATEMENTS

This proxy statement may contain certain “forward-looking” statements as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements with regard to future events or the future performance or financial condition of the Company. The forward-looking statements contained in this proxy statement may include statements as to:

In addition, words such as “anticipate,” “believe,” “expect” and “intend” indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this proxy statement involve risks and uncertainties. The Company’s actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Item 1A. Risk Factors” of the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2016. Other factors that could cause actual results to differ materially include:

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The Company has based the forward-looking statements included in this proxy statement on information available to the Company as of the date of this proxy statement. Except as required by the federal securities laws, the Company undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise. Shareholders are advised to consult any additional disclosures that the Company may make directly to shareholders or through reports that the Company may file in the future with the SEC, including annual reports on Form10-K, quarterly reports on Form10-Q and current reports onForm 8-K.

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PROPOSAL 1: APPROVAL OF INVESTMENTCO-ADVISORY AGREEMENTS PROPOSAL

BackgroundReports

The Company currently receives investment advisory and administrative services from FB Income Advisor pursuantwill furnish to the Current Investment Advisory Agreement and the Administration Agreement. GDFM acts as the Company’s investmentsub-adviser pursuant to the Current InvestmentSub-Advisory Agreement. As the Company announced on December 11, 2017, GDFM intends to resign as the investmentsub-adviser to the Company and terminate the Current InvestmentSub-Advisory Agreement on the GDFM End Date. In connection with GDFM’s resignation as the investmentsub-adviser to the Company, FS Investments and KKR Credit desire to enter into a relationship whereby FS Investments and KKR Credit will create a premier alternative lending platform for certain BDCs sponsored, advised and/orsub-advised by them. Accordingly, the FS Advisor Entities and KKR Credit and certain other parties have entered into the Master Transaction Agreement setting out the terms of the relationship between FB Income Advisor and KKR Credit whereby FB Income Advisor, KKR Credit and/or the Joint Advisor (as applicable) would provide certain advisory services to the Company pursuant to the InvestmentCo-Advisory Agreements and/or the Joint Advisor Investment Advisory Agreement. In addition, the FS Advisor Entities and KKR Credit agreed to form the Joint Advisor for the purpose of advising the Company pursuant to the Joint Advisor Investment Advisory Agreement.

To effectuate the proposed investment advisory relationships with KKR Credit, the Company is seeking, as required by the 1940 Act, stockholder approval to enter into the InvestmentCo-Advisory Agreements and the Joint Advisor Investment Advisory Agreement, each of which would replace the Current Investment Advisory Agreement and the Current InvestmentSub-Advisory Agreement as described herein. In addition, other BDCs that FS Investments sponsors, including FSIC II, FSIC III and FSIC IV, and other BDCs that KKR Credit advises orsub-advises, including CCT and CCT II, are each seeking stockholder approval to enter into a new investment advisory relationship with affiliates of FS Investments, KKR Credit and the Joint Advisor, as applicable.

The Board, including a majority of the members of the Board who are not parties to the InvestmentCo-Advisory Agreements or the Joint Advisor Investment Advisory Agreement, or “interested persons,” as defined in Section 2(a)(19) of the 1940 Act, of any such party (the “Independent Directors”), unanimously approved each of the InvestmentCo-Advisory Agreements and the Joint Advisor Investment Advisory Agreement, and has deemed entry into such agreements to be in the best interests of the Company and its stockholders, as described in the sections entitled “Board Consideration” and “Factors Considered by the Board” in this Proposal 1 and “Proposal 2: Approvalfree of Joint Advisor Investment Advisory Agreement Proposal.”

Concurrently with seeking stockholder approval of the InvestmentCo-Advisory Agreements and the Joint Advisor Investment Advisory Agreement, KKR Credit is seeking exemptive relief in the form of either interpretive guidance from the SEC confirming that KKR Credit’s currentco-investment relief order will extend to the Company orcharge, a newco-investment exemptive relief order issued by the SEC to KKR Credit that will cover the Company (“Exemptive Relief”), in each case that would permit the Company, following the effectiveness of the Joint Advisor Investment Advisory Agreement, toco-invest in privately negotiated investment transactions with certain accounts managed by KKR Credit. There can be no assurance of the timing of the approval of the application or whether the requested Exemptive Relief will be granted. As described herein, receipt of Exemptive Relief is one of the conditions to the effectiveness of the Joint Advisor Investment Advisory Agreement. The Company’s stockholders are not being asked to vote on Exemptive Relief or the Company’s decision to seek the Exemptive Relief. Exemptive Relief is related to the Joint Advisor Investment Advisory Agreement and is an integral part of the effectiveness of the Joint Advisor Investment Advisory Agreement.

If the stockholders of the Company approve the InvestmentCo-Advisory Agreements Proposal, FB Income Advisor and KKR Credit would serve as investmentco-advisers to the Company pursuant to the InvestmentCo-Advisory Agreements from the later of the date of such approval and the Closing Date until the Joint Advisor Effective Date. Under no scenario can the Closing Date occur without the approval by the stockholders of FSIC

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II of both the FSIC II Joint Advisor Investment Advisory Agreement and the FSIC II InvestmentCo-Advisory Agreements unless such condition is (to the extent permitted) waived.

If the stockholders of the Company approve the Joint Advisor Investment Advisory Agreement Proposal, then the Joint Advisor would serve as investment adviser to the Company pursuant to the Joint Advisor Investment Advisory Agreement from and after the Joint Advisor Effective Date. Furthermore, if the InvestmentCo-Advisory Agreements are in effect and the Joint Advisor Effective Date does not occur, either because Exemptive Relief has not been obtained or because any other condition to the Joint Advisor Effective Date is not satisfied or (to the extent permitted) waived, the InvestmentCo-Advisory Agreements will remain in full force and effect in accordance with their terms.

The Company ultimately intends to receive investment advisory services from the Joint Advisor pursuant to the Joint Advisor Investment Advisory Agreement. However, due to the various conditions required for the InvestmentCo-Advisory Agreements and the Joint Advisor Investment Advisory Agreement to each become effective, the Company is seeking, as required by the 1940 Act, stockholder approval of each of the InvestmentCo-Advisory Agreements and the Joint Advisor Investment Advisory Agreement in order to ensure the continuous provision of investment advisory services to the Company by FB Income Advisor, KKR Credit and/or the Joint Advisor, as applicable. If the Joint Advisor Effective Date occurs on the same day as or prior to the Closing Date, then the Joint Advisor would serve as investment adviser to the Company pursuant to the Joint Advisor Investment Advisory Agreement and the InvestmentCo-Advisory Agreements would not become effective. If the Joint Advisor Effective Date occurs after the Closing Date, then FB Income Advisor and KKR Credit would serve as investmentco-advisers to the Company pursuant to the InvestmentCo-Advisory Agreements from the later of the date approval of such agreements is obtained and the Closing Date until the Joint Advisor Effective Date, and the InvestmentCo-Advisory Agreements would automatically terminate upon the effectiveness of the Joint Advisor Investment Advisory Agreement. Accordingly, the InvestmentCo-Advisory Agreements and the Joint Advisor Investment Advisory Agreement would not be simultaneously effective at any time.

In order for FB Income Advisor and KKR Credit to serve as investmentco-advisers to the Company pursuant to the InvestmentCo-Advisory Agreements, the stockholders of the Company must approve the InvestmentCo-Advisory Agreements Proposal and the other conditions to the Closing Date, including approval by the stockholders of FSIC II of the FSIC II InvestmentCo-Advisory Agreements and the FSIC II Joint Advisor Investment Advisory Agreement, must be satisfied or (to the extent permitted) waived prior to the Joint Advisor Effective Date. In order for the Joint Advisor to serve as investment adviser to the Company pursuant to the Joint Advisor Investment Advisory Agreement, the stockholders of the Company must approve the Joint Advisor Investment Advisory Agreement Proposal and the other conditions to the Joint Advisor Effective Date, including approval by the stockholders of FSIC II, FSIC III, FSIC IV, CCT and CCT II of their respective investment advisory agreements with the Joint Advisor, must be satisfied or (to the extent permitted) waived. As such, even if the Company’s stockholders approve the InvestmentCo-Advisory Agreements and the Joint Advisor Investment Advisory Agreement, such agreements will not go into effect unless the stockholders of certain other BDCs sponsored, advised and/orsub-advised by FS Investments and KKR Credit also approve their respective investment advisory agreements with affiliates of FS Investments, KKR Credit and/or the Joint Advisor, as applicable.

FB Income Advisor, together with the FS Advisor Entities and KKR Credit have agreed to coordinate their activities during the period in which the InvestmentCo-Advisory Agreements and the Joint Advisor Investment Advisory Agreement would be in effect to avoid duplication of efforts and ensure a balanced and effective allocation of responsibilities and net fee revenue earned by the FS Advisor Entities, KKR Credit and the Joint Advisor, and efficiency in the provision of the required services to the Company thereunder. In addition, the FS Advisor Entities and KKR Credit anticipate that in the event the Closing Date occurs prior to the approval of the InvestmentCo-Advisory Agreements Proposal or the Joint Advisor Investment Advisory Agreement Proposal, then the Company may enter into an Interim Investment Advisory Agreement.

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In order to transition the Company’s advisory services, FB Income Advisor, GDFM and certain of their affiliates have entered into the Transition Agreement, which provides that GDFM will continue to act as the investmentsub-adviser to the Company through the GDFM End Date and will cooperate with FB Income Advisor in implementing the transition of investment advisory services from GDFM for the Company and several other BDCs. GDFM has also agreed to restrictions on its ability to acquire the Company’s Shares and take certain other actions in respect of the Company. In addition, GDFM has agreed (i) to vote the Shares of the Company beneficially owned by GDFM, or over which GDFM has voting control, in favor of the InvestmentCo-Advisory Agreements Proposal and the Joint Advisor Investment Advisory Agreement Proposal and (ii) not to transfer the Shares of the Company beneficially owned by GDFM until after the approval of the InvestmentCo-Advisory Agreements Proposal and the Joint Advisor Investment Advisory Agreement Proposal. GDFM will continue to receive fees under the Current InvestmentSub-Advisory Agreement through the GDFM End Date. GDFM will also receive an additional $582.5 million from FS Investments or onecopy of its affiliates (but not, for the avoidance of doubt, the Company, FSIC II, FSIC III or FSIC IV) as consideration for entering into the Transition Agreementmost recent annual and agreeingquarterly reports upon request to certain obligations thereunder.

FS Investments and its affiliates (including FB Income Advisor) and KKR Credit are committed to seamlessly transitioning the Company’s advisory services as described herein. To help the FS Investments and FB Income Advisor teams during the transition, KKR Credit will provide certain administrative services to the FS Advisor Entities and KKR Credit’s broker-dealer affiliate will provide certain sourcing and other services to the FS Advisor Entities, in each case, pursuant to the Sourcing Agreement. The Sourcing Agreement will terminate with respect to FB Income Advisor on the earlier of the effective date of the InvestmentCo-Advisory Agreements or the Joint Advisor Investment Advisory Agreement.

Because the Company ultimately intends to receive advisory services from the Joint Advisor pursuant to the Joint Advisor Investment Advisory Agreement and considering the length of time that it may take for such agreement to become effective, the Company expects that the approval by its stockholders of the InvestmentCo-Advisory Agreements Proposal and/or the Joint Advisor Investment Advisory Agreement Proposal will remain valid indefinitely. However, even if the Company’s stockholders have approved the InvestmentCo-Advisory Agreements Proposal and the Joint Advisor Investment Advisory Agreement Proposal, FS Investments, together with the FS Advisor Entities, and KKR Credit will each have the right to terminate the Master Transaction Agreement and the proposed relationship described herein if the Closing Date does not occur by January 10, 2019.

The InvestmentCo-Advisory Agreements Proposal and the Joint Advisor Investment Advisory Agreement Proposal are not contingent on one another. However, if the stockholders of the Company do not approve both

the InvestmentCo-Advisory Agreements Proposal and the Joint Advisor Investment Advisory Agreement Proposal, then the Board will consider and evaluate its options to determine what alternatives are in the Company’s best interests and that of the Company’s stockholders, such as resubmitting the InvestmentCo-Advisory Agreements Proposal and/or the Joint Advisor Investment Advisory Agreement Proposal for approval by the Company’s stockholders or entering into an Interim Investment Advisory Agreement. GDFM intends to resign as the Company’s investmentsub-adviser effective as of the GDFM End Date regardless of whether the InvestmentCo-Advisory Agreements Proposal or the Joint Advisor Investment Advisory Agreement Proposal is approved, and the Company would continue to receive its investment advisory services from FB Income Advisor pursuant to the Current Investment Advisory Agreement and/or from KKR Credit pursuant to an Interim Investment Advisory Agreement. FB Income Advisor intends to obtain services from KKR Credit’s broker-dealer affiliate pursuant to the Sourcing Agreement, such as identifying new investment opportunities for FB Income Advisor, prior to the Company’s entry into any advisory agreement with KKR Credit or one of its affiliates, including the Joint Advisor.

About FB Income Advisor

FB Income Advisor is a Delaware limited liability company, located atCapital Corp., Attn: Investor Relations, 201 Rouse Boulevard, Philadelphia, PA 19112, registered as an investment adviser with the SEC under the Advisers Act of 1940, as amended (the19112.

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“Advisers Act”). FB Income Advisor is a subsidiary of the Company’s affiliate, FS Investments, a leading asset manager dedicated to helping individuals, financial professionals and institutions design better portfolios. FB Income Advisor is led by substantially the same personnel as the senior management teams of the investment advisers to certain other BDCs, open andclosed-end management investment companies and a real estate investment trust sponsored by FS Investments (the “FSNon-BDC Funds” and together with the BDCs, the “Fund Complex”).

Michael C. Forman, the Company’s chairman and chief executive officer, serves as the chairman and chief executive officer of FB Income Advisor. The Company’s executive vice president, Zachary Klehr, and vice president, treasurer and secretary, Stephen S. Sypherd, are both officers of FB Income Advisor.

FB Income Advisor’s senior management team has significant experience in private lending and private equity investing, and has developed an expertise in using all levels of a firm’s capital structure to produce income-generating investments, while focusing on risk management. The team also has extensive knowledge of the managerial, operational and regulatory requirements of publicly registered alternative asset entities, such as BDCs. The Company believes that the active and ongoing participation by FS Investments and its affiliates in the credit markets, and the depth of experience and disciplined investment approach of FB Income Advisor’s management team, will allow FB Income Advisor to successfully execute the Company’s investment strategies.

Fees Paid in the Most Recent Fiscal Year. During the year ended December 31, 2017, the Company paid an aggregate of approximately $123.1 million in management and incentive fees to FB Income Advisor pursuant to the Current Investment Advisory Agreement, and $3.2 million in administrative services expenses to FB Income Advisor pursuant to the Administration Agreement.

Because the management and incentive fees under the Current Investment Advisory Agreement are calculated and payable in arrears on either a quarterly or annual basis, as applicable, the aggregate amount paid to FB Income Advisor by the Company during the year ended December 31, 2017 in respect of such fees is inclusive of the amounts accrued and payable to FB Income Advisor as of December 31, 2016 and for the nine months ended September 30, 2017, but otherwise excludes amounts accrued and payable to FB Income Advisor as of December 31, 2017.

Other than the foregoing fees and expenses, no other material payments were made by the Company to FB Income Advisor or any affiliated person of FB Income Advisor in 2017.

About KKR Credit

KKR Credit is a Delaware limited liability company, located at 555 California Street, 50th Floor, San Francisco, CA 94104, registered as an investment adviser with the SEC under the Advisers Act. It had over $41 billion of assets under management as of September 30, 2017 across investment funds, structured finance vehicles, specialty finance companies and separately managed accounts that invest capital in both liquid and illiquid credit strategies on behalf of some of the largest public and private pension plans, global financial institutions, university endowments and other institutional and public market investors. Its investment professionals utilize an industry and thematic approach to investing and benefit from access, where appropriate, to the broader resources and intellectual capital of KKR & Co. L.P. (“KKR & Co.”). KKR Credit is a subsidiary of KKR & Co., a leading global investment firm with over $153 billion in assets under management as of September 30, 2017 that manages investments across multiple asset classes including private equity, energy, infrastructure, real estate, credit and hedge funds. KKR & Co. aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and driving growth and value creation in the assets it manages. KKR & Co. invests its own capital alongside the capital it manages for fund investors and brings debt and equity investment opportunities to others through its capital markets business.

KKR & Co.’s business offers a broad range of investment management services to its fund investors and provides capital markets services to KKR & Co., its portfolio companies and third parties. Throughout KKR &

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Co.’s history, KKR & Co. has consistently been a leader in the private equity industry. KKR & Co. has grown its firm by expanding its geographical presence and building businesses in new areas, such as credit, special situations, hedge funds, collateralized loan obligations, capital markets, infrastructure, energy and real estate. These efforts build on KKR & Co.’s core principles and industry expertise, allowing KKR & Co. to leverage the intellectual capital and synergies in its businesses, and to capitalize on a broader range of the opportunities it sources. Additionally, KKR & Co. has increased its focus on meeting the needs of its existing fund investors and in developing relationships with new investors in its funds.

KKR & Co. conducts its business with offices throughout the world, providing it with apre-eminent global platform for sourcing transactions, raising capital and carrying out capital markets activities. KKR & Co.’s growth has been driven by value that it has created through its operationally focused investment approach, the expansion of its existing businesses, its entry into new lines of business, innovation in the products that it offers investors in its funds, an increased focus on providing tailored solutions to its clients and the integration of capital markets distribution activities.

KKR & Co. has also used its balance sheet as a significant source of capital to further grow and expand its business, increase its participation in its existing businesses and further align its interests with those of its fund investors and other stakeholders.

Similar Investment Strategy.Below are the management fee rate and gross assets of two other BDCs advised orsub-advised by KKR Credit, each of which has a similar investment objective to that of the Company.

Advisory and Sub-Advisory Fees. From January 1, 2017 until November 14, 2017, the date on which the Investment Advisory Agreement between CCT and KKR Credit (the “Current CCT Investment Advisory Agreement”) became effective, CCT’s previous investment adviser paid an aggregate of approximately $40.3 million in management and incentive fees to KKR Credit pursuant to the investment sub-advisory agreement pursuant to which KKR Credit acted as investment sub-adviser to CCT.

For the period from November 15, 2017 through November 30, 2017, KKR Credit received approximately $2.7 million in management and incentive fees from CCT pursuant to the Current CCT Investment Advisory Agreement. Because the management and incentive fees under the Current CCT Investment Advisory Agreement are calculated and payable in arrears on a monthly basis, the amount of such fees accrued and payable to KKR Credit by CCT for any period following November 30, 2017 is not available as of the date of this proxy statement.

During the nine months ended September 30, 2017, CCT II’s current investment adviser paid an aggregate of approximately $760,000 in management fees to KKR Credit pursuant to the investment sub-advisory agreement pursuant to which KKR Credit acts as investment sub-adviser to CCT II (the “CCT II Current Investment Sub-Advisory Agreement”). No incentive fees are payable to KKR Credit under the CCT II Current Investment Sub-Advisory Agreement. The amount of management fees payable by CCT II’s current investment adviser to KKR Credit under the CCT II Current Investment Sub-Advisory Agreement for the three months ended December 31, 2017 is not available as of the date of this proxy statement.

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Management of the InvestmentCo-Advisors

The management of the Company’s investment portfolio will be the responsibility of a joint investment committee which will be comprised of three appointees of FS Investments or one of its affiliates (initially Sean Coleman, Brian Gerson and Michael Kelly) and three appointees of KKR Credit (initially Todd Builione, Daniel Pietrzak and Ryan Wilson). A team of dedicated investment professionals consisting of personnel from FB Income Advisor and KKR Credit will provide services to the Company. Below is biographical information relating to certain key personnel involved in rendering such services:

Sean Coleman serves as a managing director of the Company and as managing director of investment management of FS Investments and its affiliated investment advisers. Mr. Coleman also serves on the investment committee of the investment advisers to the funds in the Fund Complex. Mr. Coleman is primarily responsible for reviewing and assessing the fit of potential investments within each fund’s investment portfolio, performing due diligence on the same and monitoring existing investments. Before joining FS Investments and its affiliated investment advisers in October 2013, Mr. Coleman worked at Golub Capital, where he served in various capacities, including as a managing director in the direct lending group and as chief financial officer and treasurer of its BDC. Before he joined Golub Capital in September 2005, Mr. Coleman worked in merchant and investment banking, including at Goldman, Sachs & Co. and Wasserstein Perella & Co. Mr. Coleman earned a B.A. in History from Princeton University and an M.B.A. with Distinction from Harvard Business School, where he received the Loeb Award for academic excellence in finance.

Brian Gerson joined FS Investments in November 2017 as its Head of Private Credit and has more than 20 years of experience in credit investing and corporate lending, with specific expertise in lending through BDCs. Prior to joining FS Investments, he most recently served as Group Head and Managing Director at LStar Capital, the credit affiliate of Lone Star Funds, from April 2015 to November 2017. At LStar, Mr. Gerson developed and maintained deep relationships with the financial sponsor community and middle market intermediaries while significantly expanding LStar’s corporate credit business. Prior to joining LStar, Mr. Gerson was a founding member of Solar Capital Partners, which serves as investment adviser to two yield-oriented BDCs. At Solar Capital, he spent seven years from January 2007 to September 2014 in various credit, origination, management, and business development roles, most recently serving as Executive Vice President of Solar Capital Limited. Prior to joining Solar Capital, Mr. Gerson spent 12 years in various positions, including Managing Director at CIBC World Markets in its Leveraged Finance and Financial Sponsors Group. Mr. Gerson graduated summa cum laude and Phi Beta Kappa from Tufts University where he earned a Bachelor of Arts in Mathematics.

Michael Kelly currently serves as president of FS Investments and has presided in such role since July 2017. Mr. Kelly also serves as chief investment officer of FS Investments and executive vice president of its affiliated investments advisers, and has presided in such roles since January 2015. Among other things, Mr. Kelly oversees the investment management function at FS Investments and its affiliated investment advisers. Before joining FS Investments and its affiliated investment advisers, Mr. Kelly was the chief executive officer of ORIX USA Asset Management (“ORIX”), where he led the company’s acquisition of Robeco, a $250 billion global asset management company and the largest acquisition in ORIX’s50-year history. Mr. Kelly started his career on Wall Street at Salomon Brothers and went on to join hedge fund pioneers Omega Advisors and Tiger Management. Mr. Kelly then helped build and lead the hedge fund firm, FrontPoint Partners, where he first served as chief investment officer and eventuallyco-chief executive officer. Mr. Kelly is a graduate of Cornell University and earned his M.B.A. at Stanford University. Mr. Kelly is aco-founder and board member of the Spotlight Foundation, and serves as a trustee of the Tiger Foundation and the Stanford Business School Trust.

Todd C. Builioneis a member of the Board of Directors of CCT and CCT’s Chief Executive Officer, and also a trustee of CCT II. Mr. Builione joined KKR & Co. in 2013 and is a Member of KKR & Co. and President of KKR Credit & Capital Markets. Mr. Builione also serves on the KKR Global Risk Committee. Prior to joining KKR &Co., Mr. Builione served as President of Highbridge Capital Management, CEO of Highbridge’s Hedge Fund business and a member of the Investment and Risk Committees. Mr. Builione began his career at the Goldman Sachs Group, where he was predominantly focused on capital markets and mergers and acquisitions for

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financial institutions. He received a B.S., summa cum laude, Merrill Presidential Scholar, from Cornell University and a J.D., cum laude, from Harvard Law School. Mr. Builione serves on the Board of Directors of Marshall Wace, a liquid alternatives provider which formed a strategic partnership with KKR & Co. in 2015. Mr. Builione also serves on the Board of Directors of Harlem RBI (a community-based youth development organization located in East Harlem, New York), on the Advisory Council of Cornell University’s Dyson School of Applied Economics and Management, and on the Board of Directors of the Pingry School.

Daniel Pietrzakcurrently serves as CCT’s Chief Investment Officer. Mr. Pietrzak joined KKR Credit in 2016 and is a Member of KKR & Co. and theCo-Head of Private Credit. Mr. Pietrzak is a portfolio manager for KKR Credit’s private credit funds and portfolios and a member of the Global Private Credit Investment Committee, Europe Direct Lending Investment Committee and KKR Credit Portfolio Management Committee. Prior to joining KKR Credit, Mr. Pietrzak was a Managing Director and theCo-Head of Deutsche Bank’s Structured Finance business across the Americas and Europe. Previously, Mr. Pietrzak was based in New York and held various roles in the structured finance and credit businesses of Société Générale and CIBC World Markets. Mr. Pietrzak started his career at Price Waterhouse in New York and is a Certified Public Accountant. Mr. Pietrzak holds an M.B.A. in Finance from The Wharton School of the University of Pennsylvania and a B.S. in Accounting from Lehigh University.

Ryan L.G. Wilsoncurrently serves as CCT’s Chief Operating Officer and Associate Portfolio Manager. Mr. Wilson joined KKR Credit in 2006 and is a Director. Prior to joining KKR Credit, Mr. Wilson was with PricewaterhouseCoopers, serving a variety of clients across industries. Mr. Wilson holds a B.A. in Economics with honors from Wilfrid Laurier University and a MAcc in Accounting from the University of Waterloo. He also is a CFA charterholder, Chartered Professional Accountant and a Chartered Accountant.

In performing their duties under the InvestmentCo-Advisory Agreements, the FS Advisor Entities and KKR Credit will provide the Company with services to facilitate the conduct of its business, including but not limited to: (a) sourcing, structuring, underwriting, performing diligence, executing and monitoring investments; (b) researching, selecting, trading and underwriting new investment opportunities; (c) investor account management; (d) legal, compliance, finance, accounting, operations and human resources services; and (e) risk management functions. The FS Advisor Entities and KKR Credit are collectively responsible for providing appropriate assets, resources, time and personnel in order to provide to the Company the services required under the InvestmentCo-Advisory Agreements. The FS Advisor Entities and KKR Credit have agreed to coordinate their activities during the period in which the InvestmentCo-Advisory Agreements would be in effect to avoid duplication of efforts and ensure a balanced and effective allocation of responsibilities and net fee revenue earned by the FS Advisor Entities and KKR Credit, and efficiency in the provision of the required services to the Company thereunder.

Terms of the FB Income Advisor InvestmentCo-Advisory Agreement

The terms of the FB Income Advisor InvestmentCo-Advisory Agreement are substantially similar to those of the Current Investment Advisory Agreement, except for, among other things, the fees payable thereunder and the date of effectiveness. Furthermore, the terms of the FB Income Advisor InvestmentCo-Advisory Agreement are substantially similar to those of the KKR InvestmentCo-Advisory Agreement. The description of the FB Income Advisor InvestmentCo-Advisory Agreement that follows is a summary only and is qualified by reference to the more complete information contained in the copy of the form of the FB Income Advisor InvestmentCo-Advisory Agreement included in Exhibit A hereto.

Duties.Subject to the overall supervision of the Board, FB Income Advisor, in coordination with KKR Credit, will oversee the Company’sday-to-day operations and provide the Company with investment advisory services. Under the terms of the FB Income Advisor InvestmentCo-Advisory Agreement, FB Income Advisor will, in coordination with KKR Credit:

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Notwithstanding the foregoing, FB Income Advisor and KKR Credit may, from time to time, designate one or the other as being primarily responsible for certain investments. The duties to be provided under the FB Income Advisor InvestmentCo-Advisory Agreement are substantially the same as those under the Current Investment Advisory Agreement. FB Income Advisor has no obligation to supervise KKR Credit’s provision of services under the KKR InvestmentCo-Advisory Agreement.

Fees and Expenses.The Company will pay FB Income Advisor a fee for its services under the FB Income Advisor InvestmentCo-Advisory Agreement consisting of two components—an annual base management fee based on the average weekly value of the Company’s gross assets and an incentive fee based on the Company’s performance. The cost of both the base management fee payable to FB Income Advisor and any incentive fees it earns will ultimately be borne by the Company’s stockholders.

The base management fee will be calculated at an annual rate of 0.75% of the average weekly value of the Company’s gross assets. The base management fee will be payable quarterly in arrears and will be calculated based on the average weekly value of the Company’s gross assets during the most recently completed calendar quarter. The base management fee may or may not be taken in whole or in part at the discretion of FB Income Advisor. All or any part of the base management fee not taken as to any quarter will be deferred without interest and may be taken in such other quarter as FB Income Advisor shall determine. The base management fee for any partial month or quarter will be appropriately prorated. The other terms of the base management fee are the same as those under the Current Investment Advisory Agreement.

The incentive fee will consist of two parts. The first part of the incentive fee, which is referred to as the subordinated incentive fee on income, will be calculated and payable quarterly in arrears, will equal 10.0% of the Company’s“pre-incentive fee net investment income” for the immediately preceding quarter and will be subject to a hurdle rate, expressed as a rate of return on the value of the Company’s net assets at the end of the most recently completed quarter, equal to 1.75% per quarter, or an annualized hurdle rate of 7.0%. As a result, FB Income Advisor will not earn this incentive fee for any quarter until the Company’spre-incentive fee net investment income for such quarter exceeds the hurdle rate of 1.75%. Once the Company’spre-incentive fee net investment income in any quarter exceeds the hurdle rate, FB Income Advisor will be entitled to a“catch-up” fee equal to 50% of the amount of the Company’spre-incentive fee net investment income in excess of the hurdle rate, until the Company’spre-incentive fee net investment income for such quarter equals 2.1875%, or 8.75% annually, of net assets. This“catch-up” feature will allow FB Income Advisor to recoup the fees foregone as a result of the existence of the hurdle rate. Thereafter, FB Income Advisor will be entitled to receive 10.0% of the Company’spre-incentive fee net investment income.

The subordinated incentive fee on income is subject to a cap equal to 50% of (i) 20% of the per sharepre-incentive fee return for the current quarter and the immediately preceding eleven quarters minus the cumulative per share incentive fees accrued and/or payable for the immediately preceding eleven quarters multiplied by (ii) the weighted average number of Shares outstanding during the calendar quarter for which the subordinated incentive fee on income is being calculated. For the purposes of this calculation, the “per sharepre-incentive fee return” for any calendar quarter is equal to (i) the sum of thepre-incentive fee net investment income for the calendar quarter, realized gains and losses for the calendar quarter and unrealized appreciation

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and depreciation of the Company’s investments for the calendar quarter and, for any calendar quarter ending prior to January 1, 2018, base management fees for the calendar quarter, divided by (ii) the weighted average number of Shares outstanding during such calendar quarter. In addition, the “per share incentive fee” for any calendar quarter is equal to (i) the incentive fee accrued and/or payable for such calendar quarter divided by (ii) the weighted average number of Shares outstanding during such calendar quarter.

The second part of the incentive fee, which is referred to as the incentive fee on capital gains, will be determined and payable in arrears as of the end of each calendar year (or upon termination of the InvestmentCo-Advisory Agreements). This fee will equal (i) 10.0% of the Company’s “incentive fee capital gains” (i.e., the Company’s realized capital gains on a cumulative basis from inception, calculated as of the end of the applicable period, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis), less (ii) 50.0% of the aggregate amount of any previously paid incentive fees on capital gains. The Company will accrue for the incentive fee on capital gains, which, if earned, will be paid annually. The Company will accrue the incentive fee on capital gains based on net realized and unrealized gains; however, under the terms of the FB Income Advisor InvestmentCo-Advisory Agreement, the fee payable to FB Income Advisor will be based on realized gains and no such fee will be payable with respect to unrealized gains unless and until such gains are actually realized. The other terms of the incentive fee are the same as those under the Current Investment Advisory Agreement.

All personnel of FB Income Advisor, when and to the extent engaged in providing advisory services under the FB Income Advisor InvestmentCo-Advisory Agreement, and the compensation of such personnel allocable to such advisory services, shall be provided and paid for by FB Income Advisor or its affiliates and not by the Company. The treatment of expenses is the same under the Current Investment Advisory Agreement.

Term. The FB Income Advisor InvestmentCo-Advisory Agreement will remain in effect initially for two years, and thereafter will continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the Independent Directors in accordance with the requirements of the 1940 Act. The FB Income Advisor InvestmentCo-Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice (a) by the Company to FB Income Advisor, (i) upon the vote of a majority of the outstanding voting securities of the Company (within the meaning of Section 2(a)(42) of the 1940 Act), or (ii) by the vote of the Independent Directors, or (b) by FB Income Advisor to the Company. The FB Income Advisor InvestmentCo-Advisory Agreement will automatically terminate in the event of (x) its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act), or (y) the effectiveness of the Joint Advisor Investment Advisory Agreement.

Indemnification.The FB Income Advisor InvestmentCo-Advisory Agreement provides that FB Income Advisor and anysub-adviser (and their officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons (as defined in the 1940 Act) and any other person or entity affiliated with, or acting on behalf of, FB Income Advisor or any suchsub-adviser) (collectively, the “FB Income Advisor Indemnified Parties”), will not be liable to the Company for any action taken or omitted to be taken by any such FB Income Advisor Indemnified Party in connection with the performance of any of its duties or obligations under the FB Income Advisor InvestmentCo-Advisory Agreement or otherwise as an investment adviser of the Company (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services), and the Company will indemnify, defend and protect the FB Income Advisor Indemnified Parties (each of whom shall be deemed a third party beneficiary thereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (“Losses”) incurred by the FB Income Advisor Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of FB Income Advisor’s duties or obligations under the FB Income Advisor Investment

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Co-Advisory Agreement or otherwise as an investment adviser of the Company, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the Company’s Second Articles of Amendment and Restatement, the laws of the State of Maryland, the 1940 Act or other applicable law. Notwithstanding the preceding sentence, nothing contained in the FB Income Advisor InvestmentCo-Advisory Agreement will protect or be deemed to protect the FB Income Advisor Indemnified Parties against or entitle or be deemed to entitle the FB Income Advisor Indemnified Parties to indemnification in respect of any Losses to the Company or its stockholders to which the FB Income Advisor Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of FB Income Advisor’s duties or by reason of the reckless disregard of FB Income Advisor’s duties and obligations under the FB Income Advisor InvestmentCo-Advisory Agreement.

Brand Usage. The FB Income Advisor InvestmentCo-Advisory Agreement provides, subject to certain limitations, that FB Income Advisor grants anon-exclusive,non-transferrable, non-sublicensable and royalty-free license to the Company for use of the trademark “FB Income Advisor” and the “FB Income Advisor” design in connection with the Company’s public filings, requests for information from state and federal regulators, offering materials and advertising materials and investor communications.

Third Party Beneficiaries.The FB Income Advisor InvestmentCo-Advisory Agreement provides that except for any FB Income Advisor Indemnified Party, the FB Income Advisor InvestmentCo-Advisory Agreement is for the sole benefit of the parties thereto and their permitted assigns.

Insurance. The FB Income Advisor InvestmentCo-Advisory Agreement provides that, subject to the requirements of Rule17d-1(d)(7) under the 1940 Act, the Company shall acquire and maintain a directors and officers liability insurance policy or similar policy with reasonable coverage from a reputable insurer.

Terms of the KKR InvestmentCo-Advisory Agreement

The terms of the KKR InvestmentCo-Advisory Agreement are substantially similar to those of the Current Investment Advisory Agreement, except for, among other things, the fees payable thereunder, the name of the investment adviser and the date of effectiveness. Furthermore, the terms of the KKR InvestmentCo-Advisory Agreement are substantially similar to those of the FB Income Advisor InvestmentCo-Advisory Agreement. The description of the KKR InvestmentCo-Advisory Agreement that follows is a summary only and is qualified by reference to the more complete information contained in the copy of the form of the KKR InvestmentCo-Advisory Agreement included in Exhibit B hereto.

Duties.Subject to the overall supervision of the Board, KKR Credit, in coordination with FB Income Advisor, will oversee the Company’sday-to-day operations and provide the Company with investment advisory services. Under the terms of the KKR InvestmentCo-Advisory Agreement, KKR Credit will, in coordination with FB Income Advisor:

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Notwithstanding the foregoing, FB Income Advisor and KKR Credit may, from time to time, designate one or the other as being primarily responsible for certain investments. The duties to be provided under the KKR InvestmentCo-Advisory Agreement are substantially the same as those under the Current Investment Advisory Agreement. KKR Credit has no obligation to supervise FB Income Advisor’s provision of services under the FB Income Advisor InvestmentCo-Advisory Agreement.

Fees and Expenses.The Company will pay KKR Credit a fee for its services under the KKR InvestmentCo-Advisory Agreement consisting of two components—an annual base management fee based on the average weekly value of the Company’s gross assets and an incentive fee based on the Company’s performance. The cost of both the base management fee payable to KKR Credit and any incentive fees it earns will ultimately be borne by the Company’s stockholders.

The base management fee will be calculated at an annual rate of 0.75% of the average weekly value of the Company’s gross assets. The base management fee will be payable quarterly in arrears and will be calculated based on the average weekly value of the Company’s gross assets during the most recently completed calendar quarter. The base management fee may or may not be taken in whole or in part at the discretion of KKR Credit. All or any part of the base management fee not taken as to any quarter will be deferred without interest and may be taken in such other quarter as KKR Credit shall determine. The base management fee for any partial month or quarter will be appropriately prorated. The other terms of the base management fee are the same as those under the Current Investment Advisory Agreement.

The incentive fee will consist of two parts. The first part of the incentive fee, which is referred to as the subordinated incentive fee on income, will be calculated and payable quarterly in arrears, will equal 10.0% of the Company’s“pre-incentive fee net investment income” for the immediately preceding quarter and will be subject to a hurdle rate, expressed as a rate of return on the value of the Company’s net assets at the end of the most recently completed quarter, equal to 1.75% per quarter, or an annualized hurdle rate of 7.0%. As a result, KKR Credit will not earn this incentive fee for any quarter until the Company’spre-incentive fee net investment income for such quarter exceeds the hurdle rate of 1.75%. Once the Company’spre-incentive fee net investment income in any quarter exceeds the hurdle rate, KKR Credit will be entitled to a“catch-up” fee equal to 50% of the amount of the Company’spre-incentive fee net investment income in excess of the hurdle rate, until the Company’spre-incentive fee net investment income for such quarter equals 2.1875%, or 8.75% annually, of net assets. This“catch-up” feature will allow KKR Credit to recoup the fees foregone as a result of the existence of the hurdle rate. Thereafter, KKR Credit will be entitled to receive 10.0% of the Company’spre-incentive fee net investment income.

The subordinated incentive fee on income is subject to a cap equal to 50% of (i) 20% of the per sharepre-incentive fee return for the current quarter and the immediately preceding eleven quarters minus the cumulative per share incentive fees accrued and/or payable for the immediately preceding eleven quarters multiplied by (ii) the weighted average number of Shares outstanding during the calendar quarter for which the subordinated incentive fee on income is being calculated. For the purposes of this calculation, the “per sharepre-incentive fee return” for any calendar quarter is equal to (i) the sum of thepre-incentive fee net investment income for the calendar quarter, realized gains and losses for the calendar quarter and unrealized appreciation and depreciation of the Company’s investments for the calendar quarter and, for any calendar quarter ending prior to January 1, 2018, base management fees for the calendar quarter, divided by (ii) the weighted average number of Shares outstanding during such calendar quarter. In addition, the “per share incentive fee” for any calendar quarter is equal to (i) the incentive fee accrued and/or payable for such calendar quarter divided by (ii) the weighted average number of Shares outstanding during such calendar quarter.

The second part of the incentive fee, which is referred to as the incentive fee on capital gains, will be determined and payable in arrears as of the end of each calendar year (or upon termination of the InvestmentCo-Advisory Agreements). This fee will equal (i) 10.0% of the Company’s “incentive fee capital gains” (i.e., the Company’s realized capital gains on a cumulative basis from inception, calculated as of the end of the applicable period, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis), less

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(ii) 50.0% of the aggregate amount of any previously paid incentive fees on capital gains. The Company will accrue for the incentive fee on capital gains, which, if earned, will be paid annually. The Company will accrue the incentive fee on capital gains based on net realized and unrealized gains; however, under the terms of the KKR InvestmentCo-Advisory Agreement, the fee payable to KKR Credit will be based on realized gains and no such fee will be payable with respect to unrealized gains unless and until such gains are actually realized. The other terms of the incentive fee are the same as those under the Current Investment Advisory Agreement.

All personnel of KKR Credit, when and to the extent engaged in providing services under the KKR InvestmentCo-Advisory Agreement, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by KKR Credit or its affiliates and not by the Company. The treatment of expenses is the same under the Current Investment Advisory Agreement.

Term. The KKR InvestmentCo-Advisory Agreement will remain in effect initially for two years, and thereafter will continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the Independent Directors in accordance with the requirements of the 1940 Act. The KKR InvestmentCo-Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice (a) by the Company to KKR Credit, (i) upon the vote of a majority of the outstanding voting securities of the Company (within the meaning of Section 2(a)(42) of the 1940 Act), or (ii) by the vote of the Independent Directors, or (b) by KKR Credit to the Company. The KKR InvestmentCo-Advisory Agreement will automatically terminate in the event of (x) its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act), or (y) the effectiveness of the Joint Advisor Investment Advisory Agreement.

Indemnification.The KKR InvestmentCo-Advisory Agreement provides that KKR Credit and anysub-adviser (and their officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons (as defined in the 1940 Act) and any other person or entity affiliated with, or acting on behalf of, KKR Credit or any suchsub-adviser) (collectively, the “KKR Indemnified Parties”), will not be liable to the Company for any action taken or omitted to be taken by any such KKR Indemnified Party in connection with the performance of any of its duties or obligations under the KKR InvestmentCo-Advisory Agreement or otherwise as an investment adviser of the Company (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services), and the Company will indemnify, defend and protect the KKR Indemnified Parties (each of whom shall be deemed a third party beneficiary thereof) and hold them harmless from and against all Losses incurred by the KKR Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of KKR Credit’s duties or obligations under the KKR InvestmentCo-Advisory Agreement or otherwise as an investment adviser of the Company, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the Company’s Second Articles of Amendment and Restatement, the laws of the State of Maryland, the 1940 Act or other applicable law. Notwithstanding the preceding sentence, nothing contained in the KKR InvestmentCo-Advisory Agreement will protect or be deemed to protect the KKR Indemnified Parties against or entitle or be deemed to entitle the KKR Indemnified Parties to indemnification in respect of any Losses to the Company or its stockholders to which the KKR Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of KKR Credit’s duties or by reason of the reckless disregard of KKR Credit’s duties and obligations under the KKR InvestmentCo-Advisory Agreement.

Brand Usage. The KKR InvestmentCo-Advisory Agreement provides, subject to certain limitations, that KKR Credit grants anon-exclusive,non-transferrable, non-sublicensable and royalty-free license to the Company for use of the trademark “KKR” and the “KKR” design in connection with the Company’s public filings, requests for information from state and federal regulators, offering materials and advertising materials and investor communications.

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Third Party Beneficiaries.The KKR InvestmentCo-Advisory Agreement provides that except for KKR Indemnified Party, the KKR InvestmentCo-Advisory Agreement is for the sole benefit of the parties thereto and their permitted assigns.

Insurance. The KKR Advisor InvestmentCo-Advisory Agreement provides that, subject to the requirements of Rule17d-1(d)(7) under the 1940 Act, the Company shall acquire and maintain a directors and officers liability insurance policy or similar policy with reasonable coverage from a reputable insurer.

Board Consideration

At a meeting of the Board held on November 28, 2017, the Board, including a majority of the Independent Directors, approved each of the InvestmentCo-Advisory Agreements as being in the best interests of the Company and its stockholders. The Board then directed that both InvestmentCo-Advisory Agreements be submitted to the Company’s stockholders for approval with the Board’s recommendation that the stockholders of the Company vote to approve the InvestmentCo-Advisory Agreements.

The InvestmentCo-Advisory Agreements Proposal and the Joint Advisor Investment Advisory Agreement Proposal are not contingent on one another. However, if the stockholders of the Company do not approve both the InvestmentCo-Advisory Agreements Proposal and the Joint Advisor Investment Advisory Agreement Proposal, then the Board will consider and evaluate its options to determine what alternatives are in the Company’s best interests and that of the Company’s stockholders, such as resubmitting the InvestmentCo-Advisory Agreements Proposal and/or the Joint Advisor Investment Advisory Agreement Proposal for approval by the Company’s stockholders or entering into an Interim Investment Advisory Agreement. GDFM intends to resign as the Company’s investmentsub-adviser effective as of the GDFM End Date regardless of whether the InvestmentCo-Advisory Agreements Proposal or the Joint Advisor Investment Advisory Agreement Proposal is approved, and the Company would continue to receive its investment advisory services from FB Income Advisor pursuant to the Current Investment Advisory Agreement and/or from KKR Credit pursuant to an Interim Investment Advisory Agreement. FB Income Advisor intends to obtain services from KKR Credit’s broker-dealer affiliate pursuant to the Sourcing Agreement, such as identifying new investment opportunities for FB Income Advisor, prior to the Company’s entry into any advisory agreement with KKR Credit or one of its affiliates, including the Joint Advisor.

Factors Considered by the Board

The Board, in approving and recommending stockholder approval of each InvestmentCo-Advisory Agreement, considered information furnished and discussed throughout the year at Board meetings and executive sessions with management and counsel and provided specifically in relation to the consideration of the approval of the InvestmentCo-Advisory Agreements in response to requests of the Independent Directors and their independent legal counsel, including information regarding GDFM’s willingness to enter into the Transition Agreement, which would result in its resignation as investmentsub-adviser to the Company.

In its deliberations, the Board considered (i) a range of materials and information regarding the nature and quality of services to be provided by FB Income Advisor and KKR Credit, (ii) the past performance of FB Income Advisor and performance of the Company compared to relevant indices and peer funds, (iii) the performance of funds advised by KKR Credit that are comparable in strategy to the Company, (iv) the proposed fees and expenses of the Company under the InvestmentCo-Advisory Agreements compared to the Company’s current fees and those of peer funds with investment objectives and strategies similar to the Company, (v) the estimated profitability of FB Income Advisor and KKR Credit under the InvestmentCo-Advisory Agreements, and (vi) the potential short-term disruption to the Company due to the resignation of GDFM as investmentsub-adviser and the importance of a seamless transition of the Company’s advisory services. The Board also considered information related to potential “fall out” or ancillary benefits enjoyed by FB Income Advisor and to be enjoyed by KKR Credit (and their affiliates) as a result of their relationships with the Company. In addition, the Board noted alternative options, including other investment advisory arrangements, that were considered and

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explored. In addition to evaluating, among other things, the written information provided by FB Income Advisor and KKR Credit, the Board considered the answers to questions posed by the Board to representatives of FB Income Advisor and KKR Credit at various meetings. The Independent Directors met separately in executive sessions with their independent legal counsel to review and consider the information provided regarding the InvestmentCo-Advisory Agreements.

Based on their review, the Independent Directors and the full Board concluded that it was in the best interests of the Company to approve the InvestmentCo-Advisory Agreements. In its deliberations, the Board did not identify any single factor or group of factors asall-important or controlling, but considered all factors together. The material factors and conclusions that formed the basis for the Board’s determinations are discussed below.

Nature, Extent and Quality of Services. In evaluating the nature, extent and quality of the services to be provided by FB Income Advisor and KKR Credit, the Board reviewed information describing the financial strength, experience, resources, compliance programs, and key personnel of FB Income Advisor and KKR Credit, including the personnel who will provide investment management services to the Company, and the proposed strategies to seek favorable investment results for the Company’s portfolio going forward. With respect to FB Income Advisor, the Board considered (i) its overall experience overseeing the activities of FB Income Advisor with regard to the operation of the Company to date, including FB Income Advisor’s provision of investment advisory services that have contributed to the successful operation of the Company, (ii) FB Income Advisor’s role in, among other things, setting investment guidelines for the Company’s portfolio, determining the composition and allocation of the Company’s portfolio, and identifying, evaluating, and negotiating the structure of, the Company’s investments, and (iii) FB Income Advisor’s investment of time and capital to develop additional management resources to benefit the Company. The Board also considered the administrative services FB Income Advisor provides to the Company, including general ledger accounting, fund accounting, legal services, investor relations and other administrative services. With respect to KKR Credit, the Board considered (i) the leading reputation and past performance of the KKR organization and the potential benefits to the Company from the scale, capabilities andco-investment opportunities provided by the proposed relationship between FB Income Advisor and KKR Credit, (ii) KKR Credit’s ability to, among other things, identify and conduct due diligence on prospective investment opportunities for the Company, make and execute investments for the Company, implement the Company’s investment strategies, and provide ongoing monitoring of the Company’s investments, and (iii) KKR Credit’s capabilities and commitment to work with FB Income Advisor toward a seamless transition of advisory services for the Company in view of GDFM’s resignation assub-adviser. The Board also considered the anticipated strong level of proposed collaboration and coordination between FB Income Advisor and KKR Credit in managing the Company’s assets.

The Board and the Independent Directors determined that they were satisfied with the nature, quality and extent of the services to be provided by FB Income Advisor and KKR Credit to the Company, the expertise and capabilities of FB Income Advisor’s and KKR Credit’s personnel, FB Income Advisor’s and KKR Credit’s financial strength and their anticipated allocation of resources necessary to manage the Company’s portfolio.

Review of Performance. The Board and the Independent Directors considered the Company’s historical investment performance as compared to the performance of comparable funds in terms of structure, investment objectives, assets under management, portfolio mix and/or similar criteria, and compared to certain indices spanning the spectrum of primary asset classes in which the Company invests. The Independent Directors noted FB Income Advisor’s explanation regarding the Company’s performance and the relevance of the various indices and benchmarks. The Board also considered the performance of funds managed by KKR Credit that are comparable to the Company. The Board determined that it was generally satisfied with the Company’s and KKR Credit’s performance and would continue to monitor the Company’s performance results.

Costs of Services Provided and Profits Realized. The Board considered the proposed management and incentive fees (together, the “Advisory Fees”) and the Company’s anticipated expense ratios as compared to a group of investment companies that FB Income Advisor believed to be relatively comparable to the Company in

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terms of structure, investment objectives, assets under management, portfolio mix and/or similar criteria. The Independent Directors considered that the base management fee portion of the Advisory Fees would be reduced under the proposed arrangements, which would cause stockholders to pay a decreased Advisory Fee, but that the income incentive fee hurdle would be lowered (as described above), potentially causing the Company to reach the hurdle at a lower performance rate (and consequently, stockholders would pay the income incentive fee at a lower performance rate) than it would have under the current fee structure. The Independent Directors considered the reasons for the changes in Advisory Fees provided by FB Income Advisor, the comparison of the Company’s proposed Advisory Fees to its peers, including that the reduced hurdle rate would substantially align with the hurdle rates of the Company’s peers.

With respect to the Company’s expense ratios, the Board considered the expense ratios compared to a group of investment companies that FB Income Advisor believed to be relatively comparable to the Company in terms of structure, investment objectives, assets under management, portfolio mix and/or similar criteria. The Board reviewed the profitability information provided by FB Income Advisor for the past three years, the estimated profitability after the proposed approval of the InvestmentCo-Advisory Agreements and FB Income Advisor’s methodology for determining profitability. The Independent Directors also noted KKR Credit’s expected profitability and methodology with respect to the Company. The Board determined that the Advisory Fees, proposed expense ratios and profitability were reasonable in relation to the services to be rendered to the Company by FB Income Advisor and KKR Credit.

Economies of Scale. The Board considered the extent to which economies of scale might be realized as the Company grows and whether the Company’s fee levels reflect these economies of scale for the benefit of Company stockholders. The Board considered the fact that such economies are less likely to be significant given the Company’s structure and focus on loans to private middle-market U.S. companies which generally require loan by loan negotiation and monitoring, as well as FB Income Advisor’s commitment to monitor economies of scale on an ongoing basis.

Other Benefits. The Board considered other benefits that may accrue to FB Income Advisor, KKR Credit and their affiliates from their relationships with the Company, including that FB Income Advisor and KKR Credit may potentially benefit from the success of the Company, which could attract other business to FB Income Advisor and KKR Credit.

Overall Conclusions. Based on all of the information considered and the conclusions reached, the Board determined that the terms of the InvestmentCo-Advisory Agreements are fair and reasonable and that the approval of each InvestmentCo-Advisory Agreement is in the best interests of the Company. The Board, including a majority of the Independent Directors, unanimously approved the InvestmentCo-Advisory Agreements and determined to submit the InvestmentCo-Advisory Agreements to stockholders for approval.

Vote Required

The affirmative vote by the stockholders of the Company holding a majority of the outstanding voting securities is necessary for approval of each InvestmentCo-Advisory Agreement. The 1940 Act defines “a majority of outstanding voting securities” of the Company as the lesser of: (1) 67% or more of the voting securities present at the Special Meeting if the holders of more than 50% of the outstanding voting securities of the Company are present or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Company. Abstentions and brokernon-votes will not count as affirmative votes cast and will therefore have the same effect as votes “AGAINST” the InvestmentCo-Advisory Agreements Proposal. Proxies received will be voted “FOR” the InvestmentCo-Advisory Agreements Proposal unless stockholders designate otherwise.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE INVESTMENTCO-ADVISORY AGREEMENTS PROPOSAL.

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PROPOSAL 2: APPROVAL OF JOINT ADVISOR INVESTMENT ADVISORY AGREEMENT PROPOSAL

Background

The information set forth under the heading “Background” in “Proposal 1: Approval of InvestmentCo-Advisory Agreements Proposal” is incorporated herein by reference.

About the Joint Advisor

The Joint Advisor will be a newly-formed Delaware limited liability company, located at 201 Rouse Boulevard, Philadelphia, PA 19112. Prior to the effectiveness of the Joint Advisor Investment Advisory Agreement, the Joint Advisor will register as an investment adviser with the SEC under the Advisers Act. The Joint Advisor will be formed by FS Investments or one of its affiliates to serve as the Company’s investment adviser. Upon receipt of Exemptive Relief, stockholder approval of the Joint Advisor Investment Advisory Agreement and, unless otherwise waived by KKR Credit and the FS Advisor Entities, stockholder approval of each investment advisory agreement between the Joint Advisor and each of FSIC II, FSIC III, FSIC IV, CCT and CCT II, KKR Credit will become a member of the Joint Advisor, which will be jointly controlled by FS Investments or one of its affiliates and KKR Credit.

The Company’s chairman and chief executive officer, Michael C. Forman, will serve as the Joint Advisor’s chairman and chief executive officer, and Todd C. Builione, the president of KKR Credit, will serve as the Joint Advisor’s president.

The Joint Advisor’s senior management team will have significant experience in private lending and private equity investing, and will have developed an expertise in using all levels of a firm’s capital structure to produce income-generating investments, while focusing on risk management. The team will also have extensive knowledge of the managerial, operational and regulatory requirements of publicly registered alternative asset entities, such as BDCs. The Company believes that the active and ongoing participation by FS Investments, KKR Credit and their respective affiliates in the credit markets, and the depth of experience and disciplined investment approach of the Joint Advisor’s management team, will allow the Joint Advisor to successfully execute the Company’s investment strategies.

The Joint Advisor’s investment committee will initially be comprised of Todd Builione, Sean Coleman, Brian Gerson, Michael Kelly, Daniel Pietrzak and Ryan Wilson. See “Proposal 1: Approval of InvestmentCo-Advisory Agreements Proposal—Management of the InvestmentCo-Advisors” in this proxy statement for additional information. The Board, including a majority of the Independent Directors, will oversee and monitor the Company’s investment performance and will review the Joint Advisor Investment Advisory Agreement as required by the 1940 Act, to determine, among other things, whether the fees payable under such agreement are reasonable in light of the services provided.

About FS Investments

FS Investments is a leading asset manager dedicated to helping individuals, financial professionals and institutions design better portfolios. The firm provides access to alternative sources of income and growth and focuses on setting the industry standards for investor education and transparency.

FS Investments is headquartered in Philadelphia with offices in Orlando, FL and Washington, D.C. The firm had more than $20 billion in assets under management as of September 30, 2017.

About KKR Credit

The information set forth under the heading “About KKR Credit” in “Proposal 1: Approval of InvestmentCo-Advisory Agreements Proposal” is incorporated herein by reference.

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Management of the Joint Advisor

The management of the Company’s investment portfolio will be the responsibility of the Joint Advisor’s investment committee which will be comprised of three appointees of FS Investments or one of its affiliates (initially Sean Coleman, Brian Gerson and Michael Kelly) and three appointees of KKR Credit (initially Todd Builione, Daniel Pietrzak and Ryan Wilson). A team of dedicated investment professionals consisting of personnel from FS Investments and KKR Credit will provide services to the Company on behalf of the Joint Advisor. The investment committee will be responsible for establishing and monitoring the Company’s investment program, developing the portfolio, setting the risk parameters for the Company and approving all Company investments. In all matters in which a vote of the investment committee is required, the unanimous vote of all members of the investment committee present at a meeting where a quorum is present (which requires the presence of one designee of FS Investments or one of its affiliates and one designee of KKR Credit) is required to authorize or approve such matters.

In performing its duties under the Joint Advisor Investment Advisory Agreement, the Joint Advisor will provide the Company with services to facilitate the conduct of its business, including but not limited to: (a) sourcing, structuring, underwriting, performing diligence, executing and monitoring investments; (b) researching, selecting, trading and underwriting new investment opportunities; (c) investor account management; (d) legal, compliance, finance, accounting, operations and human resources services; and (e) risk management functions. KKR Credit and FS Investments or one of its affiliates will be collectively responsible for providing appropriate assets, resources, time and personnel to allow the Joint Advisor to provide to the Company the services required under the Joint Advisor Investment Advisory Agreement. KKR Credit and FS Investments or one of its affiliates will coordinate their activities during the period in which the Joint Advisory Agreement would be in effect to avoid duplication of efforts and ensure a balanced and effective allocation of responsibilities and net fee revenue earned by the Joint Advisor and efficiency in the provision of the required services to the Company thereunder.

FS Investments or one of its affiliates, subject to the reasonable consent of KKR Credit and appointment by the board of the Joint Advisor, will designate the Joint Advisor’s chairman and chief executive officer and chief compliance officer. KKR Credit, subject to the reasonable consent of FS Investments or one of its affiliates and appointment by the board of the Joint Advisor, will designate the Joint Advisor’s president and chief credit officer.

The biographical information set forth under the heading “Management of the InvestmentCo-Advisors” in “Proposal 1: Approval of InvestmentCo-Advisory Agreements Proposal” is incorporated herein by reference.

Terms of the Joint Advisor Investment Advisory Agreement

The terms of the Joint Advisor Investment Advisory Agreement are substantially similar to those of the Current Investment Advisory Agreement, except for, among other things, the fees payable thereunder, the name of the investment adviser and the date of effectiveness. The description of the Joint Advisor Investment Advisory Agreement that follows is a summary only and is qualified by reference to the more complete information contained in the copy of the form of the Joint Advisor Investment Advisory Agreement included in Exhibit C hereto.

Duties.Subject to the overall supervision of the Board, the Joint Advisor will oversee the Company’sday-to-day operations and provide the Company with investment advisory services. Under the terms of the Joint Advisor Investment Advisory Agreement, the Joint Advisor will:

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The duties to be provided under the Joint Advisor Investment Advisory Agreement are substantially the same as those under the Current Investment Advisory Agreement.

Fees and Expenses.The Company will pay the Joint Advisor a fee for its services under the Joint Advisor Investment Advisory Agreement consisting of two components—an annual base management fee based on the average weekly value of the Company’s gross assets and an incentive fee based on the Company’s performance. The cost of both the base management fee payable to the Joint Advisor and any incentive fees it earns will ultimately be borne by the Company’s stockholders.

The base management fee will be calculated at an annual rate of 1.5% of the average weekly value of the Company’s gross assets. The base management fee will be payable quarterly in arrears and will be calculated based on the average weekly value of the Company’s gross assets during the most recently completed calendar quarter. The base management fee may or may not be taken in whole or in part at the discretion of the Joint Advisor. All or any part of the base management fee not taken as to any quarter will be deferred without interest and may be taken in such other quarter as the Joint Advisor shall determine. The base management fee for any partial month or quarter will be appropriately prorated. The other terms of the base management fee are the same as those under the Current Investment Advisory Agreement.

The incentive fee will consist of two parts. The first part of the incentive fee, which is referred to as the subordinated incentive fee on income, will be calculated and payable quarterly in arrears, will equal 20.0% of the Company’s“pre-incentive fee net investment income” for the immediately preceding quarter and will be subject to a hurdle rate, expressed as a rate of return on the value of the Company’s net assets at the end of the most recently completed quarter, equal to 1.75% per quarter, or an annualized hurdle rate of 7.0%. As a result, the Joint Advisor will not earn this incentive fee for any quarter until the Company’spre-incentive fee net investment income for such quarter exceeds the hurdle rate of 1.75%. Once the Company’spre-incentive fee net investment income in any quarter exceeds the hurdle rate, the Joint Advisor will be entitled to a“catch-up” fee equal to the amount of the Company’spre-incentive fee net investment income in excess of the hurdle rate, until the Company’spre-incentive fee net investment income for such quarter equals 2.1875%, or 8.75% annually, of net assets. This“catch-up” feature will allow the Joint Advisor to recoup the fees foregone as a result of the existence of the hurdle rate. Thereafter, the Joint Advisor will be entitled to receive 20.0% of the Company’spre-incentive fee net investment income.

The subordinated incentive fee on income is subject to a cap equal to (i) 20% of the per sharepre-incentive fee return for the current quarter and the immediately preceding eleven quarters minus the cumulative per share incentive fees accrued and/or payable for the immediately preceding eleven quarters multiplied by (ii) the weighted average number of Shares outstanding during the calendar quarter for which the subordinated incentive fee on income is being calculated. For the purposes of this calculation, the “per sharepre-incentive fee return” for any calendar quarter is equal to (i) the sum of thepre-incentive fee net investment income for the calendar quarter, realized gains and losses for the calendar quarter and unrealized appreciation and depreciation of the Company’s investments for the calendar quarter and, for any calendar quarter ending prior to January 1, 2018, base management fees for the calendar quarter, divided by (ii) the weighted average number of Shares outstanding during such calendar quarter. In addition, the “per share incentive fee” for any calendar quarter is equal to (i) the incentive fee accrued and/or payable for such calendar quarter divided by (ii) the weighted average number of Shares outstanding during such calendar quarter.

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The second part of the incentive fee, which is referred to as the incentive fee on capital gains, will be determined and payable in arrears as of the end of each calendar year (or upon termination of the Joint Advisor Investment Advisory Agreement). This fee will equal 20.0% of the Company’s “incentive fee capital gains” (i.e., the Company’s realized capital gains on a cumulative basis from inception, calculated as of the end of the applicable period, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis), less the aggregate amount of any previously paid incentive fees on capital gains under the Joint Advisor Investment Advisory Agreement. The Company will accrue for the incentive fee on capital gains, which, if earned, will be paid annually. The Company will accrue the incentive fee on capital gains based on net realized and unrealized gains; however, under the terms of the Joint Advisor Investment Advisory Agreement, the fee payable to the Joint Advisor will be based on realized gains and no such fee will be payable with respect to unrealized gains unless and until such gains are actually realized. The other terms of the incentive fee are the same as those under the Current Investment Advisory Agreement.

All personnel of the Joint Advisor, when and to the extent engaged in providing services under the Joint Advisor Investment Advisory Agreement, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Joint Advisor or its affiliates and not by the Company. The treatment of expenses is the same under the Current Investment Advisory Agreement.

Term. The Joint Advisor Investment Advisory Agreement will remain in effect initially for two years, and thereafter will continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the Independent Directors in accordance with the requirements of the 1940 Act. The Joint Advisor Investment Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice (a) by the Company to the Joint Advisor, (i) upon the vote of a majority of the outstanding voting securities of the Company (within the meaning of Section 2(a)(42) of the 1940 Act), or (ii) by the vote of the Independent Directors, or (b) by the Joint Advisor to the Company. The Joint Advisor Investment Advisory Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act).

Indemnification.The Joint Advisor Investment Advisory Agreement provides that the Joint Advisor and anysub-adviser (and their officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons (as defined in the 1940 Act) and any other person or entity affiliated with, or acting on behalf of, the Joint Advisor or any suchsub-adviser) (collectively, the “Joint Advisor Indemnified Parties”), will not be liable to the Company for any action taken or omitted to be taken by any such Joint Advisor Indemnified Party in connection with the performance of any of its duties or obligations under the Joint Advisor Investment Advisory Agreement or otherwise as an investment adviser of the Company (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services), and the Company will indemnify, defend and protect the Joint Advisor Indemnified Parties (each of whom shall be deemed a third party beneficiary thereof) and hold them harmless from and against all Losses incurred by the Joint Advisor Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Joint Advisor’s duties or obligations under the Joint Advisor Investment Advisory Agreement or otherwise as an investment adviser of the Company, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the Company’s Second Articles of Amendment and Restatement, the laws of the State of Maryland, the 1940 Act or other applicable law. Notwithstanding the preceding sentence, nothing contained in the Joint Advisor Investment Advisory Agreement will protect or be deemed to protect the Joint Advisor Indemnified Parties against or entitle or be deemed to entitle the Joint Advisor Indemnified Parties to indemnification in respect of any Losses to the Company or its stockholders to which the Joint Advisor Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Joint Advisor’s duties or by reason of the reckless disregard of the Joint Advisor’s duties and obligations under the Joint Advisor Investment Advisory Agreement.

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Brand Usage. The Joint Advisor Investment Advisory Agreement provides, subject to certain limitations, that the Joint Advisor grants anon-exclusive,non-transferrable, non-sublicensable and royalty-free license to the Company for use of the trademark “FS/KKR Advisor” in connection with the Company’s public filings, requests for information from state and federal regulators, offering materials and advertising materials and investor communications.

Third Party Beneficiaries.The Joint Advisor Investment Advisory Agreement provides that except for any Joint Advisor Indemnified Party, the Joint Advisor Investment Advisory Agreement is for the sole benefit of the parties thereto and their permitted assigns.

Insurance. The Joint Advisor Investment Advisory Agreement provides that, subject to the requirements of Rule17d-1(d)(7) under the 1940 Act, the Company shall acquire and maintain a directors and officers liability insurance policy or similar policy with reasonable coverage from a reputable insurer.

Board Consideration

At a meeting of the Board held on November 28, 2017, the Board, including a majority of the Independent Directors, approved the Joint Advisor Investment Advisory Agreement as being in the best interests of the Company and its stockholders. The Board then directed that the Joint Advisor Investment Advisory Agreement be submitted to the Company’s stockholders for approval with the Board’s recommendation that the stockholders of the Company vote to approve the Joint Advisor Investment Advisory Agreement.

The InvestmentCo-Advisory Agreements Proposal and the Joint Advisor Investment Advisory Agreement Proposal are not contingent on one another. However, if the stockholders of the Company do not approve both the InvestmentCo-Advisory Agreements Proposal and the Joint Advisor Investment Advisory Agreement Proposal, then the Board will consider and evaluate its options to determine what alternatives are in the Company’s best interests and that of the Company’s stockholders, such as resubmitting the InvestmentCo-Advisory Agreements Proposal and/or the Joint Advisor Investment Advisory Agreement Proposal for approval by the Company’s stockholders or entering into an Interim Investment Advisory Agreement. GDFM intends to resign as the Company’s investmentsub-adviser effective as of the GDFM End Date regardless of whether the InvestmentCo-Advisory Agreements Proposal or the Joint Advisor Investment Advisory Agreement Proposal is approved, and the Company would continue to receive its investment advisory services from FB Income Advisor pursuant to the Current Investment Advisory Agreement and/or from KKR Credit pursuant to an Interim Investment Advisory Agreement. FB Income Advisor intends to obtain services from KKR Credit’s broker-dealer affiliate pursuant to the Sourcing Agreement, such as identifying new investment opportunities for FB Income Advisor, prior to the Company’s entry into any advisory agreement with KKR Credit or one of its affiliates, including the Joint Advisor.

Factors Considered by the Board

The Board, in approving and recommending stockholder approval of the Joint Advisor Investment Advisory Agreement, considered information furnished and discussed at Board meetings and executive sessions with management and counsel and provided specifically in relation to the consideration of the approval of the Joint Advisor Investment Advisory Agreement in response to requests of the Independent Directors and their independent legal counsel, including information regarding GDFM’s willingness to enter into the Transition Agreement, which would result in its resignation as investmentsub-adviser to the Company.

In its deliberations, the Board considered (i) a range of materials and information regarding the nature and quality of services to be provided by the Joint Advisor, (ii) the performance of the Company compared to relevant indices and peer funds, (iii) the performance of funds advised by KKR Credit that are comparable in strategy to the Company, (iv) the proposed fees and expenses of the Company under the Joint Advisor Investment Advisory Agreement compared to those of peer funds with investment objectives and strategies

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similar to the Company, (v) the estimated profitability of the Joint Advisor under the Joint Advisor Investment Advisory Agreement, and (vi) the potential short-term disruption to the Company due to the resignation of GDFM as investmentsub-adviser and the importance of a seamless transition of the Company’s advisory services. The Board also considered information related to potential “fall out” or ancillary benefits that may be enjoyed by the Joint Advisor (and its affiliates) as a result of its relationship with the Company. In addition, the Board noted alternative options, including other investment advisory arrangements, that were considered and explored. In addition to evaluating, among other things, the written information provided by FB Income Advisor and KKR Credit regarding the Joint Advisor, the Board considered the answers to questions posed by the Board to representatives of FB Income Advisor and KKR Credit at various meetings. The Independent Directors met separately in executive sessions with their independent legal counsel to review and consider the information provided regarding the Joint Advisor Investment Advisory Agreement.

Based on their review, the Independent Directors and the full Board concluded that it was in the best interests of the Company to approve the Joint Advisor Investment Advisory Agreement. In its deliberations, the Board did not identify any single factor or group of factors asall-important or controlling, but considered all factors together. The material factors and conclusions that formed the basis for the Board’s determinations are discussed below.

Nature, Extent and Quality of Services. In evaluating the nature, extent and quality of the services to be provided by the Joint Advisor, the Board reviewed information describing the projected financial strength of the Joint Advisor and the financial strength of its future owners and the experience, resources, proposed compliance programs, and key personnel of the Joint Advisor, including the personnel who will provide investment management services to the Company, and the proposed strategies to seek favorable investment results for the Company’s portfolio going forward. The Board considered the roles and responsibilities of the Joint Advisor including, among other things, (i) setting investment guidelines for the Company’s portfolio, (ii) determining the composition and allocation of the Company’s portfolio, (iii) identifying and conducting due diligence on prospective investment opportunities for the Company, (iv) evaluating, negotiating and implementing the structure of the Company’s investments, (v) providing ongoing monitoring of the Company’s investments, and (vi) providing administrative services, including general ledger accounting, fund accounting, legal services, investor relations and other administrative services to the Company.

The Board and the Independent Directors determined that they were satisfied with the nature, quality and extent of the services to be provided by the Joint Advisor to the Company, the expertise and capabilities of the Joint Advisor’s future personnel and FB Income Advisor’s and KKR Credit’s financial strength.

Review of Performance. With respect to the Company’s investment performance, the Board and the Independent Directors noted that the Joint Advisor does not have performance history. The Board noted, however, that the Company’s performance was reasonable as compared to the performance of comparable funds in terms of structure, investment objectives, assets under management, portfolio mix and/or similar criteria, and compared to certain indices spanning the spectrum of primary asset classes in which the Company invests. The Independent Directors noted FB Income Advisor’s explanation regarding the Company’s performance and the relevance of the various indices and benchmarks. The Board also considered the performance of funds managed by KKR Credit that are comparable to the Company.

The Board determined that it was generally satisfied with the Company’s and KKR Credit’s performance and would monitor the Company’s performance results under the Joint Advisor Investment Advisory Agreement.

Costs of Services Provided and Profits Realized. The Board then considered the Advisory Fees and the Company’s expense ratios as compared to a group of investment companies that FB Income Advisor believed to be relatively comparable to the Company in terms of structure, investment objectives, assets under management, portfolio mix and/or similar criteria. The Independent Directors considered that the base management fee portion of the Advisory Fees would be reduced under the proposed arrangements, which would cause stockholders to pay

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a decreased Advisory Fee, but that the income incentive fee hurdle would be lowered (as described above), potentially causing the Company to reach the hurdle at a lower performance rate (and consequently, stockholders would pay the income incentive fee at a lower performance rate) than it would have under the current fee structure. The Independent Directors considered the reasons for the changes in Advisory Fees provided by FB Income Advisor and the comparison of the Company’s proposed Advisory Fees to its peers, including that the reduced hurdle rate would substantially align with the hurdle rates of the Company’s peers.

With respect to the Company’s expense ratios, the Board considered the expense ratios compared to a group of investment companies that FB Income Advisor believed to be relatively comparable to the Company in terms of structure, investment objectives, assets under management, portfolio mix and/or similar criteria. The Board considered FB Income Advisor’s explanations as to the comparability of the expenses.

The Board then reviewed the estimated profitability information provided by FB Income Advisor for the Joint Advisor and the methodology for determining profitability.

The Board determined that the Advisory Fees, proposed expense ratio and profitability are reasonable in relation to the services to be rendered to the Company by the Joint Advisor.

Economies of Scale. The Board considered the extent to which economies of scale would be realized as the Company grows and whether the Company’s fee levels reflect these economies of scale for the benefit of Company stockholders. The Board considered the fact that such economies are less likely to be significant given the Company’s structure and focus on loans to private middle-market U.S. companies which generally require negotiation of the terms of the loans.

Other Benefits. The Board considered other benefits that may accrue to the Joint Advisor and its affiliates from its relationships with the Company, including that the Joint Advisor may potentially benefit from the success of the Company, which could attract other business to the Joint Advisor.

Overall Conclusions. Based on all of the information considered and the conclusions reached, the Board determined that the terms of the Joint Advisor Investment Advisory Agreement are fair and reasonable and that the approval of the Joint Advisor Investment Advisory Agreement is in the best interests of the Company. The Board, including a majority of the Independent Directors, unanimously approved the Joint Advisor Investment Advisory Agreement and determined to submit the Joint Advisor Investment Advisory Agreement to stockholders for approval.

Vote Required

The affirmative vote by stockholders of the Company holding a majority of the outstanding voting securities is necessary for approval of the Joint Advisor Investment Advisory Agreement. For purposes of the Joint Advisor Investment Advisory Agreement Proposal, the 1940 Act defines “a majority of outstanding voting securities” of the Company as the lesser of: (1) 67% or more of the voting securities present at the Special Meeting if the holders of more than 50% of the outstanding voting securities of the Company are present or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Company. You may vote for or against or abstain on the Joint Advisor Investment Advisory Agreement Proposal. Abstentions and brokernon-votes will have the same effect as votes “AGAINST” the Joint Advisor Investment Advisory Agreement Proposal. Proxies received will be voted “FOR” the Joint Advisor Investment Advisory Agreement Proposal unless stockholders designate otherwise.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE JOINT ADVISOR INVESTMENT ADVISORY AGREEMENT PROPOSAL.

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Dollar RangeThe following table sets forth, as of Equity Securities Beneficially Owned by Directors

The table below showsMarch 31, 2024, the dollar range of the Company’s equity securities of the Company and the aggregate dollar range of equity securities of the Fund Complex that wereare beneficially owned by each director asmember of the Record Date stated as oneBoard, based on the closing price of the following dollar ranges: None;$1-$10,000;$10,001-$50,000;$50,001-$100,000; or Over $100,000. For purposes of this proxy statement,Shares as reported on the term “Fund Complex” is defined to include the Company, FS Investment Corporation II, FS Investment Corporation III, FS Investment Corporation IV, FS Energy and Power Fund, FS Global Credit Opportunities Fund, FS Global Credit Opportunities Fund—A, FS Global Credit Opportunities Fund—D, FS Global Credit Opportunities Fund—ADV, FS Global Credit Opportunities Fund—T, FS Global Credit Opportunities Fund—T2, FS Energy Total Return Fund, FS Credit Real Estate Income Trust, Inc., FS Credit Income Fund and FS Multi-Strategy Alternatives Fund.New York Stock Exchange (the “NYSE”) on March 31, 2024.

Section 16(a) Beneficial Ownership Reporting Compliance

Pursuant to Section 16(a) of the Exchange Act, the Company’s directors and executive officers, and any persons holding more than 10% of its Shares, are required to report their beneficial ownership and any changes therein to the SEC and the Company. Specific due dates for those reports have been established, and the Company is required to report herein any failure to file such reports by those due dates. Based on the Company’s review of Forms 3, 4 and 5 filed by such persons and information provided by the Company’s directors and officers, the Company believes that during the fiscal year ended December 31, 2023, all Section 16(a) filing requirements applicable to such persons were timely filed.

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