SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Rule 14a-101)
Exchange Act of 1934
x
¨
¨
¨
¨
FS Global Credit Opportunities Fund –— T
FS Global Credit Opportunities Fund –— A
FS Global Credit Opportunities Fund –— D
FS Global Credit Opportunities Fund –— T2
x
¨
¨
¨
(1)
FS Global Credit Opportunities Fund –— ADV
FS Global Credit Opportunities Fund –— T
FS Global Credit Opportunities Fund –— A
FS Global Credit Opportunities Fund –— D
FS Global Credit Opportunities Fund –— T2
SHAREHOLDERS
If you have any questions before you vote, please call (877) 628-8575.
President and Chief Executive Officer
FS Global Credit Opportunities Fund –— ADV
FS Global Credit Opportunities Fund –— T
FS Global Credit Opportunities Fund –— A
FS Global Credit Opportunities Fund –— D
FS Global Credit Opportunities Fund –— T2
OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO
BE HELD ONApril [18], APRIL 18, 2019
President and Chief Executive Officer
Proxy Solicitation Period exceed the amount of advisory fees that the Adviser would have earned under the existing investment advisory agreement.
Feeder Fund Name | | | Shares Outstanding | ||
FS Global Credit Opportunities Fund | | | | 7,346,944.890 | |
FS Global Credit Opportunities Fund | | | | 24,714,250.933 | |
FS Global Credit Opportunities Fund | | | | 138,792,023.372 | |
FS Global Credit Opportunities Fund | | | | 26,786,555.159 | |
FS Global Credit Opportunities Fund | | | | 860,358.074 |
Each Feeder Fund will vote proportionately to the instructions to vote for or against the Master Fund Proposal received from its respective Shareholders. Abstentions and broker non-votes have the effect of a negative vote.
Feeder Fund Name | | | Date of Organization | | | Commencement of
| |
FS Global Credit Opportunities Fund | | | February 17, 2016 | | | July 6, 2016 | |
FS Global Credit Opportunities Fund | | | February 16, 2016 | | | June 1, 2016 | |
FS Global Credit Opportunities Fund | | | January 28, 2013 | | | December 12, 2013 | |
FS Global Credit Opportunities Fund | | | January 28, 2013 | | | December 12, 2013 | |
FS Global Credit Opportunities Fund | | | February 27, 2017 | | | August 2, 2017 | |
Name and Address | | | Principal Occupation with Adviser | |
Michael C. Forman* | | | Chairman, President and Chief Executive Officer | |
David J. Adelman* | | | Vice-Chairman | |
*Mr.
INVESTMENT ADVISORY AGREEMENT
officers and trustees regularly. The Existing Agreement was both approved by the Master Fund Board and became effective on December 12, 2013. In May 2017, the Boards approved the renewal of the Existing Agreement and extended its respective term for a period of twelve months commencing on June 15, 2017, subject to earlier termination in accordance with its terms. Additionally, in connection with the resignation of the Master Fund’s sub-adviser, on November 27, 2017, the Boards approved the continuation of the Existing Agreement for an additional one-year period, effective as of December 10, 2017.
(including (including pursuant to the Master Fund’s distribution re-investment program), reduced by amounts paid in connection with purchases of Master Fund Shares pursuant to the Master Fund’s share repurchase program.
Preferred Return(1) = 2.25%
Base Management Fee(2) = 0.5%
Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.2%
Pre-Incentive Fee Net Investment Income
(investment income – (Base Management Fee + other expenses)) = 0.55%
Scenario 2
Preferred Return(1) = 2.25%
Base Management Fee(2) = 0.5%
Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.2%
Pre-Incentive Fee Net Investment Income (investment income – (Base Management Fee + other expenses)) = 2.315%
Incentive Fee = 100% × Pre-Incentive Fee Net Investment Income (subject to “catch-up”)(4)
= 100% x (2.315% – 2.25%)
= 0.065%
Preferred Return(1) = 2.25%
Base Management Fee(2) = 0.5%
Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.2%
Pre-Incentive Fee Net Investment Income
(investment income – (Base Management Fee + other expenses)) = 3.8%
| Catch up | | | = | | | 100% × Pre-Incentive Fee Net Investment Income (subject to “catch-up”)(4) | |
| Incentive Fee | | | = | | | 100% × “catch-up” + (20.0% × (Pre-Incentive Fee Net Investment Income – 2.8125%)) | |
| Catch up | | | = | | | 2.8125% – 2.25% | |
| | | | = | | | 0.5625% | |
| Incentive Fee | | | = | | | (100% × 0.5625%) + (20.0% × (3.8% – 2.8125%)) | |
| | | | = | | | 0.5625% + (20.0% × 0.9875%) | |
| | | | = | | | 0.5625% + 0.1975% | |
| | | | = | | | 0.76% | |
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)) = 0.675%
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%
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% | |
The table below compares the annual investment advisory fees under the Existing Agreement for the year ended December 31, 20172018 to the pro forma annual investment advisory fees assuming the New Agreement had been in effect for the year ended December 31, 2017.2018. The following tables are for illustrative purposes only and do not represent actual results.
Annual Investment Advisory Fees (in thousands) | Existing Agreement | Pro forma for the New Agreement | Difference | |||||||||
Incentive Fees | $ | 15,629 | $ | 17,571 | $ | 1,942 | ||||||
Base Management Fees | $ | 45,140 | $ | 33,855 | $ | (11,285 | ) | |||||
Total Operating Expenses | $ | 84,483 | $ | 75,140 | $ | (9,343 | ) |
Annual Investment Advisory Fees (in thousands) | | | Existing Agreement(1) | | | Pro forma for the New Agreement | | | Difference | | |||||||||
Incentive Fees | | | | $ | — | | | | | $ | 13,769 | | | | | $ | 13,769 | | |
Base Management Fees | | | | $ | 44,640 | | | | | $ | 33,480 | | | | | $ | (11,160) | | |
Total Operating Expenses | | | | $ | 75,494 | | | | | $ | 78,103 | | | | | $ | 2,609 | | |
(dollars in thousands) | ||||||||||||||
Dollar Amount of Quarterly Pre- Incentive Fee Net Investment Income | Pre-Incentive Fee Net Investment Income Expressed as a Percentage of Value of the Master Fund’s Net Assets | PROPOSED Dollar Amount of | EXISTING Dollar Amount of | |||||||||||
$ | 24,000 | 1.5% | - | - | ||||||||||
$ | 26,000 | 1.7% | $ | 447 | - | |||||||||
$ | 28,000 | 1.8% | $ | 2,447 | - | |||||||||
$ | 30,000 | 1.9% | $ | 3,000 | - | |||||||||
$ | 32,000 | 2.1% | $ | 3,200 | - | |||||||||
$ | 34,000 | 2.2% | $ | 3,400 | - | |||||||||
$ | 36,000 | 2.3% | $ | 3,600 | - | |||||||||
$ | 38,000 | 2.5% | $ | 3,800 | - | |||||||||
$ | 40,000 | 2.6% | $ | 4,000 | $ | 1,670 |
Dollar Amount of Quarterly
Pre-Incentive Fee Net
Investment Income Pre-Incentive Fee Net
Investment Income
Expressed as a Percentage
of Value of the Master
Fund’s Net Assets PROPOSED
Dollar Amount of Quarterly
Income Incentive Fee
Payable to Adviser under
New Agreement EXISTING
Dollar Amount of Quarterly
Income Incentive Fee
Payable to Adviser under
Existing Agreement $24,000 1.5% — — $26,000 1.7% $ 447 — $28,000 1.8% $ 2,447 — $30,000 1.9% $ 3,000 — $32,000 2.1% $ 3,200 — $34,000 2.2% $ 3,400 — $36,000 2.3% $ 3,600 — $38,000 2.5% $ 3,800 — $40,000 2.6% $ 4,000 $ 1,670
lower required equity contributions and tighter pricing exists), from seeking to invest in senior assets with lower absolute, yet potentially higher risk-adjusted returns, due to a lower probability of defaults when compared to higher yielding junior assets. The Board noted the desirability of setting the correct parameters to evaluate risk and best align the interests of the Master Fund, including the Feeder Funds, and the interests of the Adviser.
terms of structure, investment objectives, portfolio mix and/or similar criteria. The independent trustees considered that the Funds’ fees were generally comparable with the peer group funds. The Board noted factors driving higher gross expense levels, including the heightened regulatory, compliance and operational requirements for a master-feeder, non-traded, continuously-offered, closed-end investment company as compared to those of publicly-traded investment companies, the investment advisory fees applicable to each, the use of leverage and the event driven and special situations investment strategies employed by the Master Fund, which are more similar to strategies employed by private hedge funds than publicly-traded closed-end high yield funds.
[
The beneficial owners of more than 5% of the outstanding shares of each Feeder Fund as of the Record Date are as follows:
|
|
| |
|
Feeder Fund | | | Name and Address | | | Number of Shares Owned | | | Percent of Fund Owned | | ||||||
FS Global Credit Opportunities Fund — ADV | | | Jeffrey Green 3342 Dell Road Mountain Brk, Alabama 35223-1320 | | | | | 454,215.116 | | | | | | 6.18% | | |
Should the Shareholder require additional information regarding the voting instructions or a replacement Voting Instruction Card, the Shareholder may contact the Feeder Funds at (877) 628-8575. Any instruction given by a Shareholder, whether in writing or by telephone, is revocable.
(THE “FUND”)
This- ADV201 ROUSE BLVD.PHILADELPHIA, PA 19112VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic deliveryof information. Vote by 11:59 P.M. ET on April 17, 2019. Have your proxy cardin hand when you access the web site and follow the instructions to obtain yourrecords and to create an electronic voting instruction form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by our company in mailing proxymaterials, you can consent to receiving all future proxy statements, proxycards and annual reports electronically via e-mail or the Internet. To sign upfor electronic delivery, please follow the instructions above to vote using theInternet and, when prompted, indicate that you agree to receive or access proxymaterials electronically in future years.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by11:59 P.M. ET on April 17, 2019. Have your proxy card in hand when you calland then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paidenvelope we have provided or return it to Vote Processing, c/o Broadridge,51 Mercedes Way, Edgewood, NY 11717.
the Board of Trustees of the Fund
FSFundFS Global Credit Opportunities Fundfund - ADV (the “Master Fund”"Fund") is seeking the vote of its shareholders regarding the approval of a new investment advisory agreement (the “Master"Master Fund Proposal”Proposal") at a special meeting of the Fund to be held on April [18],18, 2019, or any adjournments or postponements thereof. As a shareholder of the Master Fund, the Fund will vote its shares in the Master Fund on the Master Fund Proposal. The undersigned hereby directs that the Fund vote its pro-rata portion of the Master Fund shares in the manner directed on the reverse. Voting instructions must be received prior to April [18], 2019.
DATED: ___________________
NOTE:18, 2019.EVERY PROPERLY SIGNED PROXY CARD WILL BE VOTED IN THE MANNER SPECIFIED HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO VOTE "FOR" THE PROPOSAL.Continued and to be signed on reverse side
Importanthereto.Note: Such other business as may properly come before the Meeting or any adjournment thereof.SCAN TOVIEW MATERIALS & VOTE w FS GLOBAL CREDIT OPPORTUNITIES FUND - T201 ROUSE BLVD.PHILADELPHIA, PA 19112VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic deliveryof information. Vote by 11:59 P.M. ET on April 17, 2019. Have your proxy cardin hand when you access the web site and follow the instructions to obtain yourrecords and to create an electronic voting instruction form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by our company in mailing proxymaterials, you can consent to receiving all future proxy statements, proxycards and annual reports electronically via e-mail or the Internet. To sign upfor electronic delivery, please follow the instructions above to vote using theInternet and, when prompted, indicate that you agree to receive or access proxymaterials electronically in future years.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by11:59 P.M. ET on April 17, 2019. Have your proxy card in hand when you calland then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paidenvelope we have provided or return it to Vote Processing, c/o Broadridge,51 Mercedes Way, Edgewood, NY 11717.
ShareholderMaterialsShareholder Meeting to Be Held on April [18], 2019.
18, 2019:The Proxy Statement for this meeting is available at www.proxyvote.com
Please fillwww.proxyvote.com.FS GLOBAL CREDIT OPPORTUNITIES FUND - T(THE "FUND")This proxy card is solicited on behalf ofthe Board of Trustees of the FundFS Global Credit Opportunities Fund - T (the "Fund") is seeking the vote of its shareholders regarding the approval of a new investment advisory agreement (the "Master Fund Proposal") at a special meeting of the Fund to be held on April 18, 2019,or any adjournments or postponements thereof. As a shareholder of the Master Fund, the Fund will vote its shares in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS. x
EVERYtheMaster Fund on the Master Fund Proposal. The undersigned hereby directs that the Fund vote its pro-rata portion of theMaster Fund shares in the manner directed on the reverse. Voting instructions must be received prior to April 18, 2019.EVERY PROPERLY SIGNED VOTING INSTRUCTIONPROXY CARD WILL BE VOTED IN THE MANNER SPECIFIED HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO VOTE “FOR”"FOR" THE PROPOSAL.
The BoardPROPOSAL.Continued and to be signed on reverse side
name of two or more persons is valid if executed by one of them unless at or before exercise of the proxy card, the Fundreceives specific written notice to the contrary from any one of them. The execution of this proxy card is not intended to and does notrevoke any prior powers of attorney other than the revocation, in accordance with Statutory Trust Act and applicable federal securitieslaws, of any voting instruction previously granted specifically in connection with the securities subject hereto.FS GLOBAL CREDIT OPPORTUNITIES FUND - ASCAN TOVIEW MATERIALS & VOTE w FS GLOBAL CREDIT OPPORTUNITIES FUND – T
(THE “FUND”)
This- A201 ROUSE BLVD.PHILADELPHIA, PA 19112VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic deliveryof information. Vote by 11:59 P.M. ET on April 17, 2019. Have your proxy cardin hand when you access the web site and follow the instructions to obtain yourrecords and to create an electronic voting instruction form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by our company in mailing proxymaterials, you can consent to receiving all future proxy statements, proxycards and annual reports electronically via e-mail or the Internet. To sign upfor electronic delivery, please follow the instructions above to vote using theInternet and, when prompted, indicate that you agree to receive or access proxymaterials electronically in future years.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by11:59 P.M. ET on April 17, 2019. Have your proxy card in hand when you calland then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paidenvelope we have provided or return it to Vote Processing, c/o Broadridge,51 Mercedes Way, Edgewood, NY 11717.
theofthe Board of Trustees of the Fund
FSFundFS Global Credit Opportunities Fund - A (the “Master Fund”"Fund") is seeking the vote of its shareholders regarding the approval of a new investment advisory agreement (the “Master"Master Fund Proposal”Proposal") at a special meeting of the Fund to be held on April [18],18, 2019,or any adjournments or postponements thereof. As a shareholder of the Master Fund, the Fund will vote its shares in the Master Fund on the Master Fund Proposal. The undersigned hereby directs that the Fund vote its pro-rata portion of the MastertheMaster Fund shares in the manner directed on the reverse. Voting instructions must be received prior to April [18], 2019.
DATED: ___________________
NOTE:18, 2019.EVERY PROPERLY SIGNED PROXY CARD WILL BE VOTED IN THE MANNER SPECIFIED HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO VOTE "FOR" THE PROPOSAL.Continued and to be signed on reverse side
Importanthereto.FS GLOBAL CREDIT OPPORTUNITIES FUND - DSCAN TOVIEW MATERIALS & VOTE w FS GLOBAL CREDIT OPPORTUNITIES FUND - D201 ROUSE BLVD.PHILADELPHIA, PA 19112VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic deliveryof information. Vote by 11:59 P.M. ET on April 17, 2019. Have your proxy cardin hand when you access the web site and follow the instructions to obtain yourrecords and to create an electronic voting instruction form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by our company in mailing proxymaterials, you can consent to receiving all future proxy statements, proxycards and annual reports electronically via e-mail or the Internet. To sign upfor electronic delivery, please follow the instructions above to vote using theInternet and, when prompted, indicate that you agree to receive or access proxymaterials electronically in future years.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by11:59 P.M. ET on April 17, 2019. Have your proxy card in hand when you calland then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paidenvelope we have provided or return it to Vote Processing, c/o Broadridge,51 Mercedes Way, Edgewood, NY 11717.
ShareholderMaterialsShareholder Meeting to Be Held on April [18], 2019.
18, 2019:The Proxy Statement for this meeting is available at www.proxyvote.com
Please fillwww.proxyvote.com.FS GLOBAL CREDIT OPPORTUNITIES FUND - D(THE "FUND")This proxy card is solicited on behalf ofthe Board of Trustees of the FundFS Global Credit Opportunities Fund - D (the "Fund") is seeking the vote of its shareholders regarding the approval of a new investment advisory agreement (the "Master Fund Proposal") at a special meeting of the Fund to be held on April 18, 2019,or any adjournments or postponements thereof. As a shareholder of the Master Fund, the Fund will vote its shares in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS x
EVERYtheMaster Fund on the Master Fund Proposal. The undersigned hereby directs that the Fund vote its pro-rata portion of theMaster Fund shares in the manner directed on the reverse. Voting instructions must be received prior to April 18, 2019.EVERY PROPERLY SIGNED VOTING INSTRUCTIONPROXY CARD WILL BE VOTED IN THE MANNER SPECIFIED HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO VOTE “FOR”"FOR" THE PROPOSAL.
The BoardPROPOSAL.Continued and to be signed on reverse side
FSAGREEMENT.FS GLOBAL CREDIT OPPORTUNITIES FUND – A
(THE “FUND”)
- T2201 ROUSE BLVD.PHILADELPHIA, PA 19112NOTE: This voting instruction card is solicited on behalf of
the Board of Trustees of the Fund
FS Global Credit Opportunities Fund (the “Master Fund”) is seeking the vote of its shareholders regarding the approval of a new investment advisory agreement (the “Master Fund Proposal”) at a special meeting of the Fund to be held on April [18], 2019, or any adjournments or postponements thereof. As a shareholder of the Master Fund, the Fund will vote its shares in the Master Fund on the Master Fund Proposal. The undersigned hereby directs that the Fund vote its pro-rata portion of the Master Fund shares in the manner directed on the reverse. Voting instructions must be received prior to April [18], 2019.
DATED: ___________________
NOTE: This voting instructionproxy card must be signed exactly as your name(s) appearsappear(s) hereon. If signing as an attorney, executor, guardian or in some representativesomerepresentative capacity or as an officer of a corporation, please indicate this by adding an appropriate title. A voting instructionproxy card with respect to sharestoshares held in the name of two or more persons is valid if executed by one of them unless at or before exercise of the voting instructionproxy card, the Fund receivesFundreceives specific written notice to the contrary from any one of them. The execution of this voting instructionproxy card is not intended to and does not revokenotrevoke any prior powers of attorney other than the revocation, in accordance with Statutory Trust Act and applicable federal securities laws,securitieslaws, of any voting instruction previously granted specifically in connection with the securities subject hereto.
Importanthereto.VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic deliveryof information. Vote by 11:59 P.M. ET on April 17, 2019. Have your proxy cardin hand when you access the web site and follow the instructions to obtain yourrecords and to create an electronic voting instruction form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by our company in mailing proxymaterials, you can consent to receiving all future proxy statements, proxycards and annual reports electronically via e-mail or the Internet. To sign upfor electronic delivery, please follow the instructions above to vote using theInternet and, when prompted, indicate that you agree to receive or access proxymaterials electronically in future years.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by11:59 P.M. ET on April 17, 2019. Have your proxy card in hand when you calland then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paidenvelope we have provided or return it to Vote Processing, c/o Broadridge,51 Mercedes Way, Edgewood, NY 11717.SCAN TOVIEW MATERIALS & VOTE wImportant Notice Regarding the Availability of Proxy Materials
ShareholderMaterialsShareholder Meeting to Be Held on April [18], 2019.
18, 2019:The Proxy Statement for this meeting is available at www.proxyvote.com
Please fillwww.proxyvote.com.
EVERYtheMaster Fund on the Master Fund Proposal. The undersigned hereby directs that the Fund vote its pro-rata portion of theMaster Fund shares in the manner directed on the reverse. Voting instructions must be received prior to April 18, 2019.EVERY PROPERLY SIGNED VOTING INSTRUCTIONPROXY CARD WILL BE VOTED IN THE MANNER SPECIFIED HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO VOTE “FOR”"FOR" THE PROPOSAL.
PROPOSAL.Continued and to be signed on reverse side
AGREEMENT
BETWEEN
FS GLOBAL CREDIT OPPORTUNITIES FUND – D
(THE “FUND”)
This voting instruction card is solicited on behalf of
the Board of Trustees of the Fund
FS Global Credit Opportunities Fund (the “Master Fund”) is seeking the vote of its shareholders regarding the approval of a new investment advisory agreement (the “Master Fund Proposal”) at a special meeting of the Fund to be held on April [18], 2019, or any adjournments or postponements thereof. As a shareholder of the Master Fund, the Fund will vote its shares in the Master Fund on the Master Fund Proposal. The undersigned hereby directs that the Fund vote its pro-rata portion of the Master Fund shares in the manner directed on the reverse. Voting instructions must be received prior to April [18], 2019.
DATED: ___________________
NOTE: This voting instruction card must be signed exactly as your name(s) appears hereon. If signing as an attorney, executor, guardian or in some representative capacity or as an officer of a corporation, please indicate this by adding an appropriate title. A voting instruction card with respect to shares held in the name of two or more persons is valid if executed by one of them unless at or before exercise of the voting instruction card, the Fund receives specific written notice to the contrary from any one of them. The execution of this voting instruction card is not intended to and does not revoke any prior powers of attorney other than the revocation, in accordance with Statutory Trust Act and applicable federal securities laws, of any voting instruction previously granted specifically in connection with the securities subject hereto.
Important Notice Regarding the Availability of Proxy Materials
Shareholder Meeting to Be Held on April [18], 2019.
The Proxy Statement for this meeting is available at www.proxyvote.com
Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS. x
EVERY PROPERLY SIGNED VOTING INSTRUCTION CARD WILL BE VOTED IN THE MANNER SPECIFIED HEREON
AND IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO VOTE “FOR” THE PROPOSAL.
The Board of TRUSTEES recommends THAT YOU VOTE FOR THE APPROVAL OF the NEW investment ADVISORY agreement.
FS GLOBAL CREDIT OPPORTUNITIES FUND – T2
(THE “FUND”)
This voting instruction card is solicited on behalf of
the Board of Trustees of the Fund
FS Global Credit Opportunities Fund (the “Master Fund”) is seeking the vote of its shareholders regarding the approval of a new investment advisory agreement (the “Master Fund Proposal”) at a special meeting of the Fund to be held on April [18], 2019, or any adjournments or postponements thereof. As a shareholder of the Master Fund, the Fund will vote its shares in the Master Fund on the Master Fund Proposal. The undersigned hereby directs that the Fund vote its pro-rata portion of the Master Fund shares in the manner directed on the reverse. Voting instructions must be received prior to April [18], 2019.
DATED: ___________________
NOTE: This voting instruction card must be signed exactly as your name(s) appears hereon. If signing as an attorney, executor, guardian or in some representative capacity or as an officer of a corporation, please indicate this by adding an appropriate title. A voting instruction card with respect to shares held in the name of two or more persons is valid if executed by one of them unless at or before exercise of the voting instruction card, the Fund receives specific written notice to the contrary from any one of them. The execution of this voting instruction card is not intended to and does not revoke any prior powers of attorney other than the revocation, in accordance with Statutory Trust Act and applicable federal securities laws, of any voting instruction previously granted specifically in connection with the securities subject hereto.
Important Notice Regarding the Availability of Proxy Materials
Shareholder Meeting to Be Held on April [18], 2019.
The Proxy Statement for this meeting is available at www.proxyvote.com
Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS. x
EVERY PROPERLY SIGNED VOTING INSTRUCTION CARD WILL BE VOTED IN THE MANNER SPECIFIED HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO VOTE “FOR” THE PROPOSAL.
The Board of TRUSTEES recommends THAT YOU VOTE FOR THE APPROVAL OF the NEW investment ADVISORY agreement.
Appendix A
AMENDED AND RESTATEDINVESTMENT ADVISORY AGREEMENT
BETWEEN
FS GLOBAL CREDIT OPPORTUNITIES FUND
AND
FS GLOBAL ADVISOR, LLC
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.
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) No Incentive Fee shall be payable to the Adviser in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income does not exceed the preferred return rate of 2.251.50% (or 9.006.00% annualized) (the “Preferred Return”) on Adjusted Capital; (B) 100% of the Fund’s Pre-Incentive Fee Net Investment Income, if any, that exceeds the Preferred Return but is less than or equal to 2.81251.667% in any calendar |
quarter (11.256.667% annualized) shall be payable to the Adviser. This portion of the Fund’s
assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that trustees, officers, employees and shareholders of the Fund are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, interestholders, members, managers or otherwise, and that the Adviser and directors, officers, employees, partners, interestholders, members and managers of the Adviser and its affiliates are or may become similarly interested in the Fund as shareholders or otherwise.
9. Effectiveness, Duration and Termination of Agreement.
By: | | | | | | | | |
| ||||||||
Name: | | | | | ||||
| Title: | | | | |
| By: | | | | | | | |
| ||||||||
Name: | | | | | | | ||
| Title: | | | Chief Executive |
| | |
Investment income (including interest, dividends, fees, etc.) = 1.25%
Preferred Return(1) =2.251.50%
Base Management Fee(2) =0.50.375%
Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.2%
Pre-Incentive Fee Net Investment Income
(investment income – (Base Management Fee + other expenses)) =0.550.675%
| | | | Investment income (including interest, dividends, fees, etc.) = 1.25% | |
| | | | Preferred Return(1) = 2.251.50% | |
| | | | Base Management Fee(2) = 0.50.375% | |
| | | | Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.2% | |
| | | | Pre-Incentive Fee Net Investment Income (investment income – (Base Management Fee + other expenses)) = 0.550.675% | |
Investment income (including interest, dividends, fees, etc.) =3.0152.2%
Preferred Return(1) =2.251.50%
Base Management Fee(2) =0.50.375%
Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.2%
Pre-Incentive Fee Net Investment Income
(investment income – (Base Management Fee + other expenses)) =2.3151.625%
Incentive Fee = 100% × Pre-Incentive Fee Net Investment Income (subject to “catch-up”)(4)
= 100% x (2.3151.625% –2.251.5%)
=0.0650.125%
| | | | Investment income (including interest, dividends, fees, etc.) = 3.0152.2% | |
| | | | Preferred Return(1) = 2.251.50% Base Management Fee(2) = 0.50.375% | |
| | | | Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.2% | |
| | | | Pre-Incentive Fee Net Investment Income (investment income – (Base Management Fee + other expenses)) = 2.3151.625% | |
| | | | Incentive Fee = 100% × Pre-Incentive Fee Net Investment Income (subject to “catch-up”)(4) | |
| | | | = 100% x (2.3151.625% – 2.251.5%) | |
| | | | = 0.0650.125% | |
Investment income (including interest, dividends, fees, etc.) =4.52.75%
Preferred Return(1) =2.251.50%
Base Management Fee(2) =0.50.375%
Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.2%
| | | Investment income (including interest, dividends, fees, etc.) = 4.52.75% | | |
| | | | Preferred Return(1) = 2.251.50% | |
| | | | Base Management Fee(2) = 0.50.375% | |
| | | | Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.2% | |
| | | | Pre-Incentive Fee Net Investment Income | |
| | | | (investment income – (Base Management Fee + other expenses)) = 3.82.175% | |
| | | | Catch up= 100% × Pre-Incentive Fee Net Investment Income (subject to “catch-up”)(4) | |
| | | | Incentive Fee= 100% × “catch-up” + (20.010.0% × (Pre-Incentive Fee Net Investment Income – 2.81251.667%)) | |
Pre-Incentive Fee Net Investment Income
(investment income – (Base Management Fee + other expenses)) =3.82.175%
Catch up= 100% × Pre-Incentive Fee Net Investment Income (subject to “catch-up”)(4)
Incentive Fee= 100% × “catch-up” + (20.010.0% × (Pre-Incentive Fee Net Investment Income –2.81251.667%))
Catch up =2.81251.667% –2.251.5%
=0.56250.1667%
Incentive Fee = (100% ×0.56250.1667%) + (20.010.0% × (3.82.175% –2.81251.667%))
=0.56250.1667% + (20.010.0% ×0.98750.508%)
=0.56250.1667% +0.19750.0508%
=0.760.2175%
| | | | Catch up = 2.81251.667% – 2.251.5% | |
| | | | = 0.56250.1667% | |
| | | | Incentive Fee = (100% × 0.56250.1667%) + (20.010.0% × (3.82.175% – 2.81251.667%)) | |
| | | | = 0.56250.1667% + (20.010.0% × 0.98750.508%) | |
| | | | = 0.56250.1667% + 0.19750.0508% | |
| | | | = 0.760.2175% | |