In addition to these proposals,this proposal, you may be asked to consider any other matters that properly may be presented at the Annual Meeting or any adjournment or postponement of the Annual Meeting, including proposals to adjourn the Annual Meeting with respect to proposals for which insufficient votes to approve were cast, and, with respect to such proposals, to permit further solicitation of additional proxies by the Company.

The Company’s board of directors unanimously recommends that you vote FOR each of the proposalsproposal to be considered and voted on at the Annual Meeting.

It is important that your shares be represented at the Annual Meeting. If you are unable to attend the Annual 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

Even if approved by the Company’s stockholders, none of the following Proposals will be implemented unless and until the Listing occurs: (i) Advisory Agreement Amendment Proposal and (ii) the Transfer Restrictions Proposal (which will remain subject to the approval of the Board) (collectively, the “Contingent Proposals”). If the Contingent Proposals are approved and the Listing does not occur by March 31, 2023, the Company will return to stockholders for reapproval of the Contingent Proposals before implementing any of them.

Any stockholder who has given a proxy has the right to revoke it at any time prior to its exercise. Any stockholder who executes a proxy may revoke it with respect to any proposal by attending the Annual Meeting and voting his or her Shares in person, or by submitting a letter of revocation or a later-dated proxy to the Company at the above address prior to the date of the Annual Meeting.

Quorum

Stockholders of the Company are entitled to one vote for each Common Share or Preferred Share held. Under the Charter of the Company, one-third of the number of Shares entitled to cast votes, present in person or by proxy, constitutes a quorum for the transaction of business. Abstentions will be treated as Shares that are present for purposes of determining the presence of a quorum for transacting business at the Annual Meeting.

Adjournments

In the event that a quorum is not present at the Annual Meeting, the chairman of the Annual Meeting shall have the power to adjourn the Annual Meeting from time to time to a date not more than 120 days after the original record date without notice, other than the announcement at the Annual Meeting to permit further solicitation of proxies. Any business that might have been transacted at the Annual Meeting originally called may be transacted at any such adjourned session(s) at which a quorum is present.

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Broker Non-Votes and Voting Proxies

Shares for which brokers have not received voting instructions from the beneficial owners of the Common Shares and the Preferred Shares may vote for, against or abstain from voting for the Advisory Agreement Amendment Proposal. Abstentions and Shares represented by broker non-votes will not count as affirmative votes cast and will therefore have the same effect as votes against the Advisory Agreement Amendment Proposal. Even if approved by the Company’s stockholders, the Advisory Agreement Amendment Proposal will not be implemented unless and until the Listing occurs.The approval of the Advisory Agreement Amendment Proposal requires the affirmative vote of the holders of the Common Shares and the Preferred Shares, voting together as a single class, holding a majority of the outstanding Shares entitled to vote at the Annual Meeting. Under the Investment Company Act of 1940, as amended (the “1940 Act”), a majority of the outstanding Shares may be the lesser of: (a) 67% of the Shares at the Annual Meeting if the holders of more than 50% of the outstanding Shares are present or represented by proxy or (b) more than 50% of the outstanding Shares.Proposal 3 - Transfer Restrictions ProposalHolders of the Common Shares may vote for, against or abstain from voting for the Transfer Restrictions Proposal. Abstentions and Shares represented by broker non-votes will not count as affirmative votes cast and will therefore have the same effect as votes against the Transfer Restrictions Proposal. Even if approved by the Company’s stockholders, the Transfer Restrictions Proposal will not be implemented unless and until the Listing occurs, and will remain subject to the final approval of the Board. The Board has the discretion toThe approval of the Transfer Restrictions Proposal requires the affirmative vote of the holders of a majority of the Common Shares cast, provided that a quorum is present.

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Broker Non-Votes

Brokers, bankers and other nominees who hold Shares on behalf of their customers may not give a proxy to the Company to vote those Shares with respect to the Proposals without specific instructions from their customers, as banks, brokers and other nominees do not have, discretionary voting power on “non-routine” matters like the Proposals. When a bank, broker or other nominee refrains from voting your Shares on a particular proposal because the bank, broker or other nominee haschoose not received your instructions and hasto exercise, discretionary authority to vote the Shares on the “routine” matters to becertain proposals (which are considered it is called a “broker non-vote.”non-votes” Because therewith respect to such proposals) will be treated as Shares present for quorum purposes. Broker non-votes are no routine matters to benot considered at the Annual Meeting, there should be no broker non-votes. Therefore, if you are a stockholder of the Companyvotes cast and you do not instruct your bank, broker or other nominee on how to vote your Shares, your bank, broker or other nominee may not vote your Shares on the Proposals, which willthus have no effect on the vote count for eachDirector Election Proposal.

Brokers holding Shares of the Proposals, assumingCompany in “street name” for the benefit of the beneficial owners of the Shares will request the instructions of such beneficial owners of the Shares on how to vote their Shares on the Director Election Proposal before the Annual Meeting. The Company understands that, under the rules of the New York Stock Exchange (“NYSE”), such brokers may for certain “routine” matters, without instructions from the beneficial owners of the Shares, grant discretionary authority to the proxies designated by the Board to vote if no instructions have been received prior to the date specified in the broker’s request for voting instructions.

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prefer to receive separate mailings of Company communications, and you are a registered stockholder, please contact the Company’s transfer agent, DST Systems, Inc. by phone at (877) 628-8575 or by mail to FS Credit Opportunities Corp., c/o DST Systems, Inc., P.O. Box 219095, Kansas City, Missouri 64121-9095. If you are a beneficial stockholder, you may contact the broker or bank where you hold the account to discontinue combined mailings of Company communications.

Voting

You may vote at the Annual Meeting in person 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:

The Company’s proxy statement and the proxy card are available atwww.proxyvote.com. If you plan on attending the Annual Meeting and voting your Shares in person, you will need to bring photo identification in order to be admitted to the Annual 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.

Other Information Regarding This Solicitation

The Company will bear the expense of the solicitation of proxies for the Annual Meeting, including the cost of preparing, printing and mailing this proxy statement, the accompanying Notice of Annual Meeting of Stockholders and the proxy card. 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. The Company will reimburse such persons for their reasonable expenses in so doing.

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independent directors has, or within the last two years had, a material business or professional relationship with the Company, other than in his or her capacity as a member of the Board or any Board committee or as a stockholder.

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Board Composition and Leadership Structure

Mr. Forman, who is an “interested person” of the Company as defined in Section 2(a)(19) of the 1940 Act, serves as both the chief executive officer of the Company and chairman of the Board. The Board believes that Mr. Forman, as co-founder and chief executive officer of the Company, is the director with the most knowledge of the Company’s business strategy and is best situated to serve as chairman of the Board. The Company’s Charter, as well as the 1940 Act requirement for closed-end funds, requires that a majority of the Board be persons other than “interested persons” of the Company, as defined in Section 2(a)(19) of the 1940 Act.

While the Company currently does not have a policy mandating a lead independent director, the Board believes that having an independent director fill the lead director role is appropriate. Mr. Buckley currently serves as lead independent director. The lead independent director, among other things, works with the chairman of the Board in the preparation of the agenda for each Board meeting and in determining the need for meetings of the Board, chairs any meeting of the independent directors in executive session, facilitates communications between other members of the Board and the chairman of the Board and/or the chief executive officer and

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December 31, 2021.2022. The Audit Committee charter can be accessed via the Company’s website at https://fsinvestments.com/investments/fsco-corporate-governance/.

Nominating and Corporate Governance Committee

The Board has established a Nominating and Corporate Governance Committee that operates pursuant to a charter and currently consists of one member,three members, including a Chairman of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee member ismembers are Mr. Bethel, Ms. Clark and Mr. Nix, who isall of whom are independent. The primary function of the Nominating and Corporate Governance Committee is to consider and make recommendations to the Board regarding certain governance matters, including selection of directors for election by stockholders, selection of director nominees to fill vacancies on the Board or a committee thereof, development and revision, as appropriate, of applicable corporate governance documentation and practices and oversight of the evaluation of the Board. The Nominating and Corporate Governance Committee did not have anyheld two meetings during the fiscal year ended December 31, 2021, but instead acted by a unanimous written consent.2022.

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Information about Executive Officers Who Are Not Directors

The following table sets forth certain information regarding the executive officers of the Company who are not directors of the Company. Each executive officer holds his office until his successor is chosen and qualified, or until his earlier resignation or removal.

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in hedging or monetization transactions or similar arrangements with respect to the Company’s securities without prior approval of the Company’s chief compliance officer.

Compensation Discussion and Analysis

The Company’s executive officers do not receive any direct compensation from the Company. The Company does not currently have any employees and does not expect to have any employees. As an externally managed closed-end fund, services necessary for the Company’s business are provided by individuals who are employees of the Adviser or its affiliates or by individuals who are contracted by the Adviser, the Company or their respective affiliates to work on behalf of the Company pursuant to the terms of that certain amended and restated investment advisory agreement, dated as of April 18, 2019, and effective as of May 10, 2019,November 14, 2022, between the Company and the Adviser (the “Current“A&R Investment Advisory Agreement”) and that certain administration agreement, dated as of July 15, 2013 (the “Administration Agreement”), between the Company and the Adviser. Each of the Company’s executive officers is an employee of the Adviser or its affiliates and the day-to-day investment operations and administration of the Company’s portfolio are managed by the Adviser. In addition, the Company will reimburse the Adviser for its allocable portion of expenses incurred by the Adviser in performing its obligations under the CurrentA&R Investment Advisory Agreement and the Administration Agreement.

The CurrentA&R Investment Advisory Agreement and the Administration Agreement provide that the Adviser (and its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons and any other person or entity affiliated with, or acting on behalf of, the Adviser) shall be entitled to indemnification (including reasonable attorneys’ fees and amounts reasonably paid in settlement) for any liability or loss suffered by the Adviser, and the Adviser shall be held harmless for any loss or liability suffered by the Company, arising out of the performance of any of its duties or obligations under the CurrentA&R Investment Advisory Agreement or the Administration Agreement, respectively, or otherwise as the Company’s investment adviser or administrator, respectively; provided, however, that the Adviser cannot be indemnified for any liability arising out of willful misfeasance, bad faith, or negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under the CurrentA&R Investment Advisory Agreement or the Administration Agreement, as applicable.

Director Compensation

The Company does not pay compensation to its directors who also serve in an executive officer capacity for the Company or the Adviser. The Company’s directors who do not also serve in an executive officer capacity for the Company or the Adviser are entitled to receive annual cash retainer fees, fees for participating in quarterly Board and Board committee meetings and certain other Board and Board committee meetings, and annual fees for serving

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out-of-pocket expenses incurred in connection with attending each in-person Board meeting and each in-person Board committee meeting not held concurrently with a Board meeting.

The table below sets forth the compensation received by each current and former director from (i) the Company and (ii) all of the companies in the Fund Complex (as defined below), including the Company, in each case, forthat provided service during the fiscal year ended December 31, 2021.2022. Our directors do not receive any retirement benefits from us.

Certain Relationships and Related Party Transactions

Compensation of the Investment Adviser and its Affiliates

Effective May 10, 2019, the Company and the Adviser entered into an investment advisory agreement, dated as of April 18, 2019, or the Investment Advisory Agreement, which was effective through November 13, 2022. Pursuant to the CurrentInvestment Advisory Agreement, the Adviser was entitled to (a) an annual management fee of 1.50% of the Company’s average daily gross assets (gross assets equals total assets set forth on the Company’s consolidated statement of assets and liabilities) and (b) an incentive fee based on the Fund’s performance. Management fees were calculated and payable quarterly in arrears.

Under the Investment Advisory Agreement, the incentive fee was calculated and payable quarterly in arrears based upon the Company’s “pre-incentive fee net investment income” for the immediately preceding quarter, and was subject to a hurdle rate, expressed as a rate of return on the Company’s “adjusted capital,” equal to 1.50% per quarter (or an annualized hurdle rate of 6.00%), subject to a “catch-up” feature. For this purpose, “pre-incentive fee net investment income” was defined as interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or

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Under the Administration Agreement, the Company reimburses the Adviser for its actual costs incurred in providing administrative services to the Company, including the Adviser’s allocable portion of the compensation and related expenses of certain personnel of FS Investments providing administrative services to the Company on behalf of the Adviser. Such services include general ledger accounting, fund accounting, legal services, investor and government relations and other administrative services. The Adviser also performs, or oversees the performance of, the Company’s corporate operations and required administrative services, which includes being responsible for the financial records that the Company is required to maintain and preparing reports to the Company’s stockholders and reports filed with the Securities and Exchange Commission, or the SEC. In addition, the Adviser assists the Company in calculating NAV, overseeing the preparation and filing of tax returns and the printing and dissemination of reports to the Company’s stockholders, and generally overseeing the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. The Adviser is required to allocate the cost of these services to the Company based on factors such as assets, revenues and/or time allocations. At least annually, the Board reviews the methodology employed in determining how the expenses are allocated to the Company and the proposed allocation of administrative expenses among the Company and certain affiliates of the Adviser. The Board then assesses the reasonableness of such reimbursements for expenses allocated to the Company based on the breadth, depth and quality of such services as compared to the estimated cost to the Company of obtaining similar services from third-party service providers known to be available. In addition, the Board considers whether any single third-party service provider would be capable of providing all such services at comparable cost and quality. Finally, the Board compares the total amount paid to the Adviser for such services as a percentage of the Company’s net assets to the same ratio as reported by other comparable investment companies. The Company will not reimburse the Adviser for any services for which it receives a separate fee or for any administrative expenses allocated to a controlling person of the Adviser.

The following table describes the fees and expenses incurred under the CurrentInvestment Advisory Agreement, A&R Investment Advisory Agreement and the Administration Agreement during the year ended December 31, 20212022 (in thousands):

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Potential Conflicts of Interest

The Adviser’s senior management team is comprised of substantially the same personnel as the senior management teams of the investment advisers to certain other BDCs, open- and closed-end management investment companies, a private fund and a real estate investment trust sponsored by FS Investments (the “Fund Complex”). The registered investment companies in the Fund Complex currently consist of the Company, FS SeriesKKR Capital Corp., KKR FS Income Trust and FS Credit IncomeEnergy and Power Fund. As a result, such personnel provide or expect to provide investment advisory services to certain other funds in the Fund Complex and such personnel may serve in similar or other capacities for the investment advisers to future investment vehicles in the Fund Complex. While the investment personnel of the Adviser are not currently providing investment advisory services for clients other than for the Fund Complex, they may do so in the future. In the event that the Adviser provides investment advisory services to other clients in the future, it intends to allocate investment opportunities in a fair and equitable manner consistent with the Company’s investment objectives and strategies, so that the Company will not be disadvantaged in relation to any other client of the Adviser or its management team. In addition, even in the absence of the Adviser retaining additional clients, it is possible that some investment opportunities may be provided to other entities in the Fund Complex, rather than to the Company.

Exemptive Relief

The Company has been granted exemptive relief by the SEC that permits the Company to participate in certain negotiated co-investments alongside other funds managed by the Adviser or certain of its affiliates, subject to certain conditions, including (i) that a majority of the Board who have no financial interest in the co-investment transaction and a majority of the Board who are not “interested persons,” as defined in the 1940 Act, approve the co-investment and (ii) that the price, terms and conditions of the co-investment will be identical for each fund participating pursuant to the exemptive relief.

Bridge Street CLO I Ltd., Bridge Street CLO II Ltd. and Bridge Street CLO IIIII Ltd. (each a “CLO Issuer”) (in thousands)

The collateral manager and administrator of each CLO Issuer, FS Structured Products Advisor, LLC (“FSSPA”), is an affiliate of the Adviser. In accordance with an agreement between FSSPA and the Company, as long as the Company owns more than 4.99% of each CLO Issuer’s equity, FSSPA will reimburse the Company on a quarterly basis in an amount equal to the compensation received by FSSPA from each CLO Issuer for its collateral management and collateral administrator services less certain administrative costs borne by FSSPA during the relevant quarter as defined in the agreement.

Bridge Street Warehouse CLO I Ltd., or Bridge Street Warehouse CLO I, was a CLO Warehouse wholly-owned by the Company as of December 31, 2020.Company. Bridge Street Warehouse CLO I commenced operations in Aprilon March 13, 2020 and was in the warehouse phase as of December 31, 2020. During the warehouse phase and through January 28, 2021, Bridge Street Warehouse CLO I financed the majority of its loan purchases using its warehouse financing facility.facility during the warehouse phase and through January 28, 2021. On January 28, 2021, the CLO Warehouse phase terminated when the collateralized loan obligation vehicle, Bridge Street CLO I Ltd., or Bridge Street CLO I, issued to the market various tranches of notes in the amount of $353,700, including $28,200 principal to the Company for subordinated notes and rights to receive cash flows from collateral management fees. On such date, financing through the issuance of debt and equity securities was used to repay the warehouse financing facility.

Bridge Street Warehouse CLO II Ltd., or Bridge Street Warehouse CLO II, was a CLO Warehouse wholly-owned by the Company during 2021.Company. Bridge Street Warehouse CLO II commenced operations on March 29, 2021 and

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Bridge Street Warehouse CLO III Ltd. (in thousands)

Bridge Street Warehouse CLO III Ltd., or Bridge Street Warehouse CLO III, is a CLO Warehouse wholly-owned by the Company, which is accounted for as a financial instrument at fair value as of December 31, 2021.Company. Bridge Street Warehouse CLO III commenced operations on September 30, 2021 and was in the warehouse phase as of December 31, 2021. During the period ended December 31, 2021, the Company contributed $25,000 to Bridge Street Warehouse CLO III. As of December 31, 2021, the Company had an unfunded commitment to Bridge Street Warehouse CLO III of $10,000. The Company had an investment of $25,297 in Bridge Street Warehouse CLO III, at fair value, as of December 31, 2021. Bridge Street Warehouse CLO III financed the majority of its loan purchases using its warehouse financing facility. Thefacility during the warehouse phase and through December 28, 2022. On December 28, 2022, the CLO Warehouse phase terminated when the collateralized loan obligation vehicle, Bridge Street CLO III, issued to the market various tranches of notes in the amount of interest income$349,500, including $27,600 principal to the Fund for subordinated notes and rights to receive cash flows from thecollateral management fees. On such date, Bridge Street CLO III, following a merger with Bridge Street Warehouse CLO III, recorded onused proceeds from its note issuance to repay the Company’s consolidated statement of operations for the year ended December 31, 2021 was approximately $297.warehouse financing facility.

Independent Registered Public Accounting Firm

Ernst & Young LLP (“Ernst & Young”) is the Company’s independent registered public accounting firm. The appointment of Ernst & Young was previously recommended by the Audit Committee. The Company knows of no direct financial or material indirect financial interest of Ernst & Young in the Company. A representative of Ernst & Young is expected to be available to answer questions during the Annual Meeting and will have an opportunity to make a statement if he or she desires to do. The Company engaged Ernst & Young to act as its independent registered public accounting firm for each of the fiscal years ended December 31, 2013 through December 31, 2022.

Fees

Set forth below are audit fees, audit related fees, tax fees and all other fees billed to the Company by Ernst & Young for professional services performed for the fiscal years ended December 31, 20212022 and 2020:2021:

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The Audit Committee has established a pre-approval policy that describes the permitted audit, audit-related, tax, and other services to be provided by the Company’s independent registered public accounting firm. Pursuant to the policy, the Audit Committee pre-approves the audit and non-audit services performed by the Company’s independent registered public accounting firm in order to assure that the provision of such services does not impair the firm’s independence.

Any requests for audit, audit-related tax and other services that have not received general pre-approval must be submitted to the Audit Committee for specific pre-approval in accordance with its pre-approval policy, irrespective of the amount, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by Ernst & Young to management.

The Audit Committee received and reviewed the written disclosures and the letter from Ernst & Young required by applicable requirements of the PCAOB regarding Ernst & Young’s communications with the Audit Committee concerning independence and has discussed with Ernst & Young its independence. The Audit Committee has reviewed the audit fees paid by the Company to Ernst & Young. It has also reviewed non-audit services and fees to assure compliance with the Company’s and the Audit Committee’s policies restricting Ernst & Young from performing services that might impair its independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements of the Company as of and for the year ended December 31, 2021

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Michael C. Forman is to be elected by the holders of the Common Shares and the Preferred Shares, voting together as a single class. Each of Barbara J. Fouss and Robert N.C. Nix, III is to be elected by the holders of the Preferred Shares. Abstentions and Shares represented by broker non-votes will not be included in determining the number of votes cast and, as a result, will not have any effect on the result of the vote with respect to the Director Election Proposal. There will be no cumulative voting with respect to the Director Election Proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE

“FOR” EACH OF THE DIRECTOR NOMINEES.

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PROPOSAL 2: APPROVAL OF ADVISORY AGREEMENT AMENDMENT PROPOSAL

Background

The Company is seeking approval of a proposed advisory agreement (the “Proposed Advisory Agreement”) that would (i) reduce the annual base management fees payable by the Company to the Company’s investment adviser from an annual rate of 1.5% to an annual rate of 1.35% of the Company’s average daily gross assets, and (ii) amend the structure of the incentive fee on income in a manner that would express the “hurdle rate” required for the investment adviser to earn, and be paid, the incentive fee as a percentage of the Company’s net assets rather than adjusted capital. These changes, in the aggregate, may lead to the payment of higher or lower fees to the Adviser for its management of the Company. As detailed below, had the Proposed Advisory Agreement been in effect over the past year, the fees payable to the Adviser would have been moderately lower.

A copy of the Proposed Advisory Agreement is attached as Exhibit A to this proxy statement and is marked to show the changes against the Current Advisory Agreement.

Even if approved by the Company’s stockholders, the Advisory Agreement Amendment Proposal will not be implemented unless and until the Listing occurs.

Information Concerning the Adviser

The Adviser is a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser has its principal offices at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112. As of December 31, 2021, the Adviser had approximately $2.4 billion in assets under management.

The following table sets forth the name, position and principal occupation of each chief executive officer and each director of the Adviser. Each individual’s address is 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112.

Overview of the Current Advisory Agreement

The Current Advisory Agreement was last re-approved by the Board at a meeting held on March 1, 2022, and was most recently approved by the stockholders of the Company on April 18, 2019.

Advisory Services

The Adviser is registered as an investment adviser under the Advisers Act, and serves as the Company’s investment adviser pursuant to the Current Advisory Agreement in accordance with the 1940 Act.

Subject to the overall supervision of the Board, the Adviser oversees the Company’s day-to-day operations and provides the Company with investment advisory services. Under the terms of the Current Advisory Agreement, the Adviser, among other things: (i) determines the composition and allocation of the Company’s portfolio, the nature and timing of the changes to the Company’s portfolio and the manner of implementing such changes; (ii) identifies, evaluates, negotiates and structures the investments the Company makes; (iii) executes, monitors and services the investments the Company makes; (iv) determines what securities the Company will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies; and (vi) provide the

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Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably request or require for the investment of its funds. The Adviser’s services under the Current Advisory Agreement may not be exclusive and it is free to furnish similar services to other entities so long as its services to the Company are not impaired.

In addition, the Adviser is authorized to enter into one or more sub-advisory agreements with other investment advisers pursuant to which the Adviser may obtain the services of such sub-adviser(s) to assist the Adviser in fulfilling its responsibilities under the Current Advisory Agreement. Specifically, the Adviser may retain a sub-adviser to recommend specific securities or other investments based upon the Company’s investment objectives, policies and restrictions, and work, along with the Adviser, in sourcing, structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Adviser and the Company.

Advisory Fees

Pursuant to the Current Advisory Agreement, the Adviser is entitled to an annual base management fee of 1.5% of the average value of the Company’s daily gross assets and an incentive fee based on the Company’s performance. The Proposed Advisory Agreement would reduce this annual base management fee to 1.35% of the average value of the Company’s daily gross assets (gross assets equals total assets set forth on the Company’s consolidated statement of assets and liabilities).

The incentive fee on income is calculated and payable quarterly in arrears based on “pre-incentive fee net investment income” for the immediately preceding quarter and is subject to a hurdle rate, measured quarterly and expressed as a rate of return on “adjusted capital,” as defined in the Current Advisory Agreement. Under the Current Advisory Agreement, the hurdle rate is equal to 1.50% per quarter, or an annualized rate of 6.00%, and the Company receives 100% of pre-incentive fee net investment income once the hurdle rate is exceeded until the annualized rate of 6.667% is exceeded, at which point the Company receives 10% of all pre-incentive fee net investment income. Under the Proposed Advisory Agreement, the hurdle rate would remain the same, but it would be expressed as a rate of return on “net assets” rather than “adjusted capital.”

Indemnification

The Current Advisory Agreement provides that the Adviser and its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons and any other person or entity affiliated with, or acting on its behalf, the Adviser shall be entitled to indemnification (including reasonable attorneys’ fees and amounts reasonably paid in settlement) for any liability or loss suffered by the Adviser or such other person, and the Adviser or such other person shall be held harmless for any loss or liability suffered by the Adviser or such person 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 charter, the laws of the State of Delaware, the 1940 Act or other applicable law, except the Adviser and such other person shall not be entitled to indemnification against any such loss to the Company or the Company’s stockholders by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under the Current Advisory Agreement. The Company maintains a joint liability insurance policy with the Adviser. The premiums for this policy are allocated between the Company and the Adviser based on the proportional share of the premium that the Company and the Adviser would pay had they purchased the Company’s policies separately. The Company’s independent directors must review and approve this allocation on an annual basis. As a result, the Adviser bears the cost of its own liability insurance.

Revisions to the Current Advisory Agreement in the Proposed Advisory Agreement

The Proposed Advisory Agreement is materially similar to the Current Advisory Agreement, except for the proposed amendments detailed below.

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Reduction in Base Management Fees

The Proposed Advisory Agreement would reduce the annual base management fee to 1.35% of the average value of the Company’s daily gross assets (gross assets equals total assets set forth on the Company’s consolidated statement of assets and liabilities).

Aggregate Effect of Proposed Changes to Base Management and Incentive Fees

As detailed further below, under the Current Advisory Agreement, approximately $44.3 million combined base management and incentive fees were payable to the Adviser for the year ended December 31, 2021. Under the Proposed Advisory Agreement, such fees would have been approximately $41.1 million, a decrease of approximately 7.2%. Depending on the circumstances, including the performance of the Company, the aggregate advisory fees payable under the Proposed Advisory Agreement could ultimately be higher or lower than those payable under the Current Advisory Agreement for any given period.

Pro Forma Comparison of Fees Payable Under the Current Advisory Agreement and the Proposed Advisory Agreement

The following table is intended to assist you in understanding the fees and expenses that a stockholder would bear directly or indirectly under the Current Advisory Agreement as compared to the Proposed Advisory Agreement. Some of the percentages indicated in the table below are estimates and may vary.

Company’s follow-on continuous public offering ended on October 11, 2017, the date on which the Company (through its former feeder funds) closed the public offering of its Shares. Also, upon the Listing, the Company would no longer conduct a share repurchase program. Therefore, the concept of “Adjusted Capital” will no longer be relevant to the Company. The Company believes that using “net assets” rather than “Adjusted Capital” for purposes of the incentive fee on income is appropriate in connection with the potential Listing of the Company and is consistent with provisions in investment advisory agreements of other listed closed-end funds.

Effect of the Proposed Advisory Agreement on Incentive Fees

During the year ended December 31, 2021, the Company accrued an incentive fee on income of approximately $9.7 million based upon the performance of its portfolio and paid the Adviser approximately $6.3 million in respect of such fee. As of December 31, 2021, approximately $3.4 million was payable to the Adviser in respect of the incentive fee on income.

Were the incentive fee on income for the year ended December 31, 2021 calculated under the terms of the Proposed Advisory Agreement, the amount of the incentive fee on income payable by the Company to the Adviser for such period would have increased from approximately $9.7 million to approximately $9.9 million, which represents an increase of approximately 2.7%.

Below is a presentation of the effect of the Proposed Advisory Agreement on a pro forma basis for the year ended December 31, 2021:

The following reflects the FSGCO Board’s considerations in approving the Proposed Advisory Agreement.

At a meeting of the FSGCO Board held on March 1, 2022, the FSGCO Board, including a majority of the Independent Trustees, approved the proposed changes to the Current Advisory Agreement with the Adviser in connection with the Listing. In approving such changes, the FSGCO Board considered information furnished and discussed throughout the year at Board meetings and executive sessions with management and counsel, including information specifically provided for in response to requests for information from the Independent Trustees and their independent legal counsel.

In their deliberations, the FSGCO Board considered a range of materials and information regarding the nature, extent and quality of services provided by the Adviser; the past performance of the Company compared to relevant indices and peer funds; the revised fees and expenses of the Company compared to those of other registered investment companies that the Adviser believed were relatively comparable to the Company in terms of structure, investment objectives, assets under management, portfolio mix and/or other similar criteria; and the profitability of the Adviser. The FSGCO Board also considered information related to potential economies of scale that could be realized as the assets of the Company grow and “fall out” or ancillary benefits enjoyed by the Adviser (and its affiliates) as a result of its relationship with the Company. In addition, the Trustees considered the Listing and the impact that the Listing would have on the Company and the services provided to the Company by the Adviser under the Proposed Advisory Agreement. In addition to evaluating, among other things, the written information provided by the Adviser, the FSGCO Board also considered the presentation provided to the FSGCO Board by representatives of the Adviser and the answers to questions posed by the FSGCO Board to such representatives at the meeting.

The Independent Trustees also met separately in executive session with their independent legal counsel to review and consider the information provided regarding the amendments to the Current Advisory Agreement. Based on their review, the Independent Trustees and the FSGCO Board determined to approve the Proposed Advisory Agreement. In their deliberations, the FSGCO Board did not identify any single factor or group of factors as all-important or controlling, but considered all factors together. The material factors and conclusions that formed the basis for the FSGCO 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 Adviser as investment adviser to the Company, the FSGCO Board reviewed information describing the financial strength, experience, resources, compliance programs and key personnel of the Adviser, including the background and capabilities of the advisory team. The Trustees noted the significant investment of time, capital and human resources provided by the Adviser that resulted in the successful operation of the Company and also recognized the Adviser’s financial strength and continued efforts to develop and allocate resources necessary to continue to manage the Company. The Trustees considered, among other things, the Adviser’s professional staffing, recognizing the quality of its investment professionals, the expertise of the Adviser in determining appropriate investments and the operational expertise of the Adviser. The FSGCO Board also considered the administrative services the Adviser provides to the Company, including general ledger accounting, fund accounting, legal services, investor relations and other administrative services.

The FSGCO Board noted that the Adviser confirmed that the anticipated Listing and the approval of the Proposed Advisory Agreement would not change the nature, quality and extent of the investment advisory and other services currently being provided to the Company under the Current Advisory Agreement.

The FSGCO Board and the Independent Trustees determined that they were satisfied with the nature, quality and extent of the services to be provided by the Adviser, the expertise and capabilities of the Adviser’s personnel, the Adviser’s financial strength and its efforts to support the management of the Company.

Review of Performance. The FSGCO Board and the Independent Trustees considered the Company’s historical investment performance as compared to the performance of comparable funds in terms of structure,

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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 as well as a custom benchmark index, previously requested by the FSGCO Board. The FSGCO Board and the Independent Trustees noted that the Company was in-line with most of its peers and benchmark indices for the one year and since inception periods ended December 31, 2021.

Costs of Services Provided and Profits Realized. The FSGCO Board considered the proposed amendments to thebase management and incentive fees, noting the proposed reduction in the base management fee from 1.50% to1.35% and the change to the calculation of hurdle rate for the incentive fees to be expressed as a percentage ofnet assets, instead of adjusted capital. The Trustees considered that the proposed structure is consistent withother publicly traded closed-end funds that charge incentive fees. The Company considered the Adviser’sestimate that, based on the Company’s current portfolio (e.g. 8.8% gross yield), the proposed fee structurewould reduce the Company’s advisory fees by $3.2 million, but it is possible that the change to the hurdle rate’sbase of calculation (net assets vs. adjusted capital) could result in higher aggregate fees to shareholders (basemanagement fees and incentive fees) in some specific range of outperformance (catch-up). The Trustees alsoconsidered the analysis by Wells Fargo, a financial banker hired in connection with the Listing, on theproposed changes to the investment advisory fees. The Trustees considered the reasons for the proposedchanges including that the calculation of the hurdle rate on adjusted capital was initially designed to work in connection with the Company’s former continuous public offerings and its share repurchase program. The FSGCO Board considered that the Company’s follow-on continuous public offering ended on October 11, 2017, the date on which the Company (through its former feeder funds) closed the public offering of its Shares. Upon the Listing, the Company would no longer conduct a share repurchase program, so the concept of “adjusted capital” would no longer be relevant to the Company.

The FSGCO Board considered the Company’s proposed base management and incentive fees and the Company’s net expense ratios as compared to a group of investment companies that the Adviser believed to be relatively comparable to the Company in terms of structure, investment objectives, assets under management, portfolio mix and/or similar criteria. The FSGCO Board and the Independent Trustees considered that the Company’s fees and expenses were generally consistent with those of the Company’s peers but that in certain circumstances were higher than peers that had different fee structures. The FSGCO Board noted the differences between the Company and its peers including the investment strategies of each and the use of leverage and the event driven and special situations investment strategies employed by the Company, which are more similar to strategies employed by private hedge funds than most publicly-traded closed-end high yield funds.

The FSGCO Board reviewed the profitability information provided by the Adviser and its methodology for determining profitability, as well as the potential for economies of scale. The FSGCO Board determined that the advisory fees, expense ratios and profitability were reasonable in relation to the services to be rendered to the Company by the Adviser. The FSGCO Board also considered that the potential for economies of scale are less likely to be significant given the Company’s structure and focus on identifying and capitalizing upon event driven, special situations and market price inefficiency investment opportunities, which requires considerable resources. The FSGCO Board also considered the Adviser’s commitment to monitor economies of scale on an

ongoing basis.

Other Benefits. The FSGCO Board considered other benefits that may accrue to the Adviser and its affiliates from their relationships with the Company, such as the potential benefit that could be experienced by the Adviser from the success of the Company, which could attract other business to the Adviser, and the indirect benefits that the Adviser’s co-investment affiliates and their advisers receive from their relationship with the Company in connection with the Company’s co-investment order.

Overall Conclusions. Based on all of the information considered and the conclusions reached, the FSGCO Board determined that the terms of the Proposed Advisory Agreement are fair and reasonable and that the approval of the Proposed Advisory Agreement is in the best interests of the Company and its shareholders. The FSGCO Board, including a majority of the Independent Trustees, approved the Proposed Advisory Agreement.

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If stockholders of the Company do not approve this proposal, the Current Advisory Agreement will remain in effect and 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.

Conclusion

Based on its consideration of each of the above factors and such other information as the Board deemed relevant, the Board concluded that the Advisory Agreement Amendment Proposal is in the best interests of the Company and the stockholders and recommended that the stockholders approve the Advisory Agreement Amendment Proposal.

Vote Required

The approval of the Advisory Agreement Amendment Proposal requires the affirmative vote of the stockholders of the Common Shares and the Preferred Shares, voting together as a single class, holding a majority of the outstanding Shares entitled to vote at the Annual Meeting. Under the 1940 Act, a majority of the outstanding Shares may be the lesser of: (a) 67% of the Shares at the Annual Meeting if the holders of more than 50% of the outstanding Shares are present or represented by proxy or (b) more than 50% of the outstanding Shares. You may vote for, against or abstain from voting for the Advisory Agreement Amendment Proposal. Abstentions and Shares represented by broker non-votes will not count as affirmative votes cast and will therefore have the same effect as votes against the Advisory Agreement Amendment Proposal. Even if approved by the Company’s stockholders, the Advisory Agreement Amendment Proposal will not be implemented unless and until the Listing occurs.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE

“FOR” THE APPROVALEACH OF THE ADVISORY AGREEMENT AMENDMENT PROPOSAL.DIRECTOR NOMINEES.

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PROPOSAL 3: APPROVAL OF THE TRANSFER RESTRICTIONS PROPOSAL

Background

In light of the Company’s potential Listing, the Board considered that the existence of a large number of outstanding Common Shares and stockholders prior to a Listing could negatively affect the market price of the Common Shares, if following the Listing, there was a significant number of sales of these Common Shares or there was a perception that there could be a significant number of sales of these Common Shares.

The Board considered a number of options to mitigate the concerns arising from the existence of a large number of the Common Shares and stockholders at the time of a potential Listing and determined that it was in the best interest of the Company and its stockholders to include a provision in the Charter that would limit the transferability of the Common Shares outstanding at the time of a Listing for the 180-day period following the Listing. Specifically, the Board determined that without the prior written consent of the Board, a stockholder should not be able to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber (collectively, “Transfer”):

Any purported Transfer in violation of this provision would be void and have no force or effect. If approved, these transfer restrictions will only affect a stockholder’s ability to Transfer their Common Shares following a Listing. Approval of these transfer restrictions will not affect the manner in which stockholders own their Common Shares or other stockholders’ obligations.

In making the determination that Transfer Restrictions Proposal is in the best interest of the Company and its stockholders, the Board considered the following:

Conclusion

Based on its consideration of each of the above factors and such other information as the Board deemed relevant, the Board concluded that the Transfer Restrictions Proposal is in the best interests of the Company and the stockholders and recommended that the stockholders approve the Transfer Restrictions Proposal. Even if the Transfer Restrictions Proposal is not approved, the Company expects to continue to seek to move forward with the Listing.

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Vote Required

The approval of the Transfer Restrictions Proposal requires the affirmative vote of the holders of a majority of the Common Shares cast, provided that a quorum is present. You may vote for, against or abstain from voting for the Transfer Restrictions Proposal. Abstentions and Shares represented by broker non-votes will not count as affirmative votes cast and will therefore have the same effect as votes against the Transfer Restrictions Proposal. Even if approved by the Company’s stockholders, the Transfer Restrictions Proposal will not be implemented unless and until the Listing occurs, and will remain subject to the final approval of the Board. The Board has the discretion to waive the application of the transfer restrictions as to any particular holder of the Common Shares without making such waiver applicable to the entire class of the holders of the Common Shares; however, the Board currently intends that any such waiver would be applicable to the entire class of the holders of the Common Shares or, if not applicable to the entire class, any such waiver would be based on an objective set of criteria. Further, the Board has retained the absolute discretion to withdraw the Transfer Restrictions Proposal at any time prior to the Annual Meeting and the Board has retained for itself the absolute authority to reject (and not implement) the Transfer Restrictions Proposal (even after approved by the stockholders) if it subsequently determines that the Transfer Restrictions Proposal, for any reason, is not then in the best interests of the Company and its stockholders.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE

“FOR” THE APPROVAL OF THE TRANSFER RESTRICTIONS PROPOSAL.

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INVESTMENT ADVISER AND ADMINISTRATOR

AND CO-ADMINISTRATOR

Set forth below are the names and addresses of the Company’s investment adviser and administrator and co-administrator:

PLEASE VOTE PROMPTLY BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE ACCOMPANYING POSTAGE PAID RETURN ENVELOPE OR BY FOLLOWING THE INSTRUCTIONS PRINTED ON THE PROXY CARD, WHICH PROVIDES INSTRUCTIONS FOR AUTHORIZING A PROXY BY TELEPHONE OR THROUGH THE INTERNET. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

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Exhibit A

Proposed Advisory Agreement

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AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

BETWEEN

FS GLOBALCREDIT OPPORTUNITIES FUNDCORP.

AND

FS GLOBAL ADVISOR, LLC

This Investment Advisory Agreement (the “Agreement”) is made this 18^th[●] day of April,[●], 2022 by and between FS GLOBALCREDIT OPPORTUNITIES FUND, a Delaware statutory trustCORP., a Maryland corporation (the “Fund”), and FS GLOBAL ADVISOR, LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Fund is a non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”);

WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”);

WHEREAS, the Fund and the Adviser are parties to that certain Amended and RestatedInvestment Advisory Agreement, dated as of October 9April 18, 20132019 (the “Amended and RestatedPriorAgreement”), pursuant to which the Adviser was retained to furnish investment advisory services to the Fund on the terms and conditions contained therein; and

WHEREAS, the Fund and the Adviser wish to terminate the Amended and Restateddesire to amend and restate the Prior Agreement and enter into thein its entirety as set forth in this Agreement effective as of May 10, 2019 (the “Effective Date”); and.

WHEREAS, the Fund desires to retain the Adviser to furnish investment advisory services to the Fund on the terms and conditions hereinafter set forth, and the Adviser wishes to be retained to provide such services.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:

1.    Duties of the Adviser.

(a)    Retention of Adviser. The Fund hereby employs the Adviser to act as the investment adviser to the Fund and to manage the investment and reinvestment of the assets of the Fund, subject to the supervision of the board of trusteesdirectors of the Fund (the “Board”), for the period and upon the terms herein set forth:

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(b)    Responsibilities of Adviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement:

(c)    Power and Authority. To facilitate the Adviser’s performance of these undertakings, but subject to the restrictions contained herein, the Fund hereby delegates to the Adviser, and the Adviser hereby accepts, the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt or other financing, the Adviser shall arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments on behalf of the Fund through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

(d)    Acceptance of Employment. The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein, subject to the limitations contained herein.

(e)    Sub-Advisers. The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Fund’s investment objectives, policies and restrictions, and work, along with the Adviser, in sourcing, structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Fund, subject to the oversight of the Adviser and the Fund.

(f)    Independent Contractor Status. The Adviser shall, for all purposes herein provided, be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.

(g)    Record Retention. Subject to review by, and the overall control of, the Board, the Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the

40

provision of its investment advisory services to the Fund and shall specifically maintain all books and records with respect to the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request or as may be required under applicable federal and state law, and shall make such records available for inspection by the Board and its authorized agents, at any time and from time to time during normal business hours. The Adviser agrees that all records that it maintains for the Fund are the property of the Fund and shall surrender promptly to the Fund any such records upon the Fund’s request and upon termination of this Agreement pursuant to Section 9, provided that the Adviser may retain a copy of such records.

2.     The Fund’s Responsibilities and Expenses Payable by the Fund.

(a)    Adviser Personnel. All personnel of the Adviser, when and to the extent engaged in providing investment advisory services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Fund.

(b)    Costs. The Fund shall bear all other costs and expenses of its operations and transactions, as provided in the administration agreement between the Fund and the Adviser (the “Administration Agreement”).

3.    Compensation of the Adviser.

The Fund agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Adviser may agree to temporarily or permanently waive, in whole or in part, the Base Management Fee and/or the Incentive Fee. See Appendix A for examples of how these fees are calculated.

(a)    Base Management Fee. The Base Management Fee shall be calculated at an annual rate of 1.51.35% of the Fund’s average daily gross assets. The Base Management Fee shall be payable quarterly in arrears, and shall be calculated based on the average daily value of the Fund’s gross assets during the most recently completed calendar quarter. All or any part of the Base Management Fee not taken as to any quarter shall be deferred without interest and may be taken in any such other quarter prior to the occurrence of a Liquidity Event (as defined in the Registration Statement)as the Adviser shall determine. The Base Management Fee for any partial quarter shall be appropriately pro ratedpro-rated.

(b)    Incentive Fee. The Incentive Fee shall be calculated and payable quarterly in arrears based on the Fund’s “Pre-Incentive Fee Net Investment Income” for the immediately preceding quarter. The payment of the Incentive Fee shall be subject to payment of a preferred return to investors each quarter, expressed as a quarterly rate of return on the average Adjusted Capital (as defined below) forvalue of the Fund’s net assets at the end of the most recently completed calendar quarter, of 1.50% (6.00% annualized), subject to a “catch up” feature (as described below).

For purposes of this fee, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies) accrued during the calendar quarter, minus the Fund’s operating expenses for the quarter (including the Base Management Fee, expenses reimbursed to the Adviser under the Administration Agreement, and any interest expense and distributions paid on any issued and outstanding preferred shares, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

For purposes of this fee, “Adjusted Capital” shall mean cumulative gross proceeds received by the Fund from the sale of Common Shares (including proceeds from the Fund’s distribution

41

reinvestment plan), reduced by amounts paid in connection with purchases of Common Shares pursuant to the Fund’s share repurchase program.

The calculation of the Incentive Fee for each quarter is as follows:

4.    Covenants of the Adviser.

The Adviser covenants that it will beis registered as an investment adviser under the Advisers Act as of the date the Fund commences investment operations andand covenants that it will maintain such registration. The Adviser agrees that its activities will at all times be in compliance in all material respects with all applicable federal and state laws governing its operations and investments.

5.    Brokerage Commissions.

The Adviser is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Fund to pay a member of a national securities exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities, that such amount of commission is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Fund’s portfolio, and constitutes the best net results for the Fund.

6.    Other Activities of the Adviser.

The services of the Adviser to the Fund are not exclusive, and the Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Fund, so long as its services to the Fund hereunder are not impaired thereby, and nothing in this Agreement shall limit or restrict the right of any manager, partner, member (including its members and the owners of its members), officer or employee of the Adviser to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a

42

director or trustee of, or providing consulting services to, one or more of the Fund’s portfolio companies, subject to applicable law). The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that trusteesdirectors, officers, employees and shareholders of the Fund are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, interest holders, members, managers or otherwise, and that the Adviser and directors, officers, employees, partners, interest holders, members and managers of the Adviser and its affiliates are or may become similarly interested in the Fund as shareholders or otherwise.

7.    Responsibility of Dual TrusteesDirectors, Officers and/or Employees.

If any person who is a manager, partner, member, officer or employee of the Adviser is or becomes a trustee,director,officer and/or employee of the Fund and acts as such in any business of the Fund, then such manager, partner, member, officer and/or employee of the Adviser shall be deemed to be acting in such capacity solely for the Fund, and not as a manager, partner, member, officer or employee of the Adviser or under the control or direction of the Adviser, even if paid by the Adviser.

8.    Indemnification.

The Adviser (and its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons and any other person or entity affiliated with the Adviser) shall not be liable to the Fund for any action taken or omitted to be taken by the Adviser or such other person in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Fund (except to the extent specified in Section 36(b) of the Investment Company 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 Fund shall indemnify, defend and protect the Adviser (and its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons and any other person or entity affiliated with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the 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 Fund or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Fund, to the extent such damages, liabilities, costs and expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of DelwareMarylandor the Declaration of TrustArticles. Notwithstanding the preceding sentence of this Section 8 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of any liability to the Company or its shareholders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder).

9.    Effectiveness, Duration and Termination of Agreement.

(a)    Term and Effectiveness. This Agreement shall become effective as of the date hereof (the “Effective Date”) and shall remain in effect for two years from the Effective Date, and thereafter shall 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 Fund and (ii) the vote of a majority of the Fund’s trusteesdirectors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act.

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(b)     Termination. This Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, (i) by the vote of a majority of the outstanding voting securities of the Fund, (ii) by the vote of the Board, or (iii) by the Adviser. This Agreement shall automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). The provisions of Section 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed to it under Section 3 through the date of termination or expiration and Section 8 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable.

10.    Notices.

Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the other party at its principal office.

11.    Amendments.

This Agreement may be amended in writing by mutual consent of the parties hereto, subject to the provisions of the Investment Company Act and the Declaration of TrustArticles.

12.    Entire Agreement; Governing Law.

This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, this Agreement shall be construed in accordance with the laws of the State of DelwareNew York. This Agreement shall also be construed in accordance with the applicable provisions of the Investment Company Act. To the extent the applicable laws of the State of DelwareNew York, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.

FS GLOBALCREDIT OPPORTUNITIES FUNDCORP.

FS GLOBAL ADVISOR, LLC

Appendix A

NOTE: All percentages herein refer to Adjusted Capital.

Example 1: Incentive Fee for Each Calendar Quarter

Scenario 1

Assumptions

Investment income (including interest, dividends, fees, etc.) = 1.25%

Preferred Return⁽¹⁾ = 1.50%

Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.2%

Pre-Incentive Fee Net Investment Income

(investment income – (Base Management Fee + other expenses)) = 0.675%

Pre-Incentive Fee Net Investment Income does not exceed the preferred return rate, therefore there is no Incentive Fee payable.

Scenario 2

Assumptions

Investment income (including interest, dividends, fees, etc.) = 2.2%

Preferred Return⁽¹⁾ = 1.50%

Base Management Fee⁽²⁾ = 0.375%

Other expenses (legal, accounting, custodian, transfer agent, etc.)⁽³⁾ = 0.2%

Pre-Incentive Fee Net Investment Income

(investment income – (Base Management Fee + other expenses)) = 1.625%

Incentive Fee = 100% × Pre-Incentive Fee Net Investment Income (subject to “catch-up”)⁽⁴⁾

= 100% x (1.625% – 1.5%)

= 0.125%

Pre-Incentive Fee Net Investment Income exceeds the preferred return rate, but does not fully satisfy the “catch-up” provision, therefore the Incentive Fee is 0.125%.

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Scenario 3

Assumptions

Investment income (including interest, dividends, fees, etc.) = 2.75%

Preferred Return⁽¹⁾ = 1.50%

Base Management Fee⁽²⁾ = 0.375%

Other expenses (legal, accounting, custodian, transfer agent, etc.)⁽³⁾ = 0.2%

Pre-Incentive Fee Net Investment Income

(investment income – (Base Management Fee + other expenses)) = 2.175%

Catch up = 100% × Pre-Incentive Fee Net Investment Income (subject to “catch-up”)⁽⁴⁾

Incentive Fee = 100% × “catch-up” + (10.0% × (Pre-Incentive Fee Net Investment Income –1.667%))Catch up = 1.667% – 1.5%

= 0.1667%

Incentive Fee = (100% × 0.1667%) + (10.0% × (2.175% – 1.667%))

= 0.1667% + (10.0% × 0.508%)

= 0.1667% + 0.0508%

= 0.2175%

Pre-Incentive Fee Net Investment Income exceeds the preferred return and fully satisfies the “catch-up” provision, therefore the Incentive Fee is 0.2175%.

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