FS CREDIT INCOME ADVISOR, LLC
000 Xxxxx Xxxxxxxxx
Xxxxxxxxxxxx, XX 00000
April 6, 2018
To: FS Credit Income Fund
000 Xxxxx Xxxxxxxxx
Xxxxxxxxxxxx, XX 00000
Re: Permanent Waiver of Portion of Management Fee
Pursuant to the investment advisory agreement
between FS Credit Income Fund ("FSCI") and FS Credit
Income Advisor, LLC ("FS Credit Income Advisor"),
dated as of September 18, 2017 (as may be amended
and restated from time to time) (the "Advisory
Agreement"), FSCI has agreed to pay FS Credit Income
Advisor a management fee of 1.75% of the average
daily value of FSCI's gross assets, payable quarterly in
arrears. This letter serves to confirm that FS Credit
Income Advisor has agreed, effective April 6, 2018, to
permanently waive a portion of the management fee to
which it is entitled under the Advisory Agreement so
that the fee received equals 1.60% of the average daily
value of FSCI's gross assets.
In connection with this permanent
management fee waiver, FS Credit Income Advisor
represents that the quality and quantity of services
under the Advisory Agreement will not be affected by
such reduction in fees and that its obligations under the
Advisory Agreement will remain unchanged in all
respects. Any future amendment to increase or
otherwise reinstate the management fee rate under the
Advisory Agreement as in effect prior to the date of this
letter must be approved by the shareholders of FSCI
and to the extent required by the Investment Company
Act of 1940. FSCI and FS Credit Income Advisor agree
that this letter shall be attached to and made a part of
the Advisory Agreement, which shall continue in full
force and effect as modified hereby.
Sincerely,
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Manager, FS Credit Income Advisors, LLC
Accepted and Agreed as of the Date
First Set Forth Above:
FS CREDIT INCOME FUND
By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
Name: Xxxxxx X. Xxxxxxxx, Xx.
Title: Chief Financial Officer
