FORM OF INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT BETWEEN FS INVESTMENT CORPORATION II AND FSIC II ADVISOR, LLCInvestment Advisory and Administrative Services Agreement • January 13th, 2012 • FS Investment Corp II • New York
This Investment Advisory and Administrative Services Agreement (the “Agreement”) is made this [ ] day of [ ] 2012, by and between FS INVESTMENT CORPORATION II, a Maryland corporation (the “Corporation”), and FSIC II ADVISOR, LLC, a Delaware limited liability company (the “Adviser”).
FORM OF CUSTODIAN AGREEMENTCustodian Agreement • January 13th, 2012 • FS Investment Corp II • Massachusetts
This Agreement, dated as of [ ], 2012, is by and between FS INVESTMENT CORPORATION II, a Maryland corporation (the “Company”), on behalf of itself and each entity listed on Schedule D hereto, as may be amended from time to time in accordance with Section 19.14 hereof (each such entity, a “Company Subsidiary,” and collectively, the “Company Subsidiaries”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
FS INVESTMENT CORPORATION II Up to $2,000,000,000 in Shares of Common Stock, $0.001 par value per share FORM OF DEALER MANAGER AGREEMENTDealer Manager Agreement • January 13th, 2012 • FS Investment Corp II • Delaware
FORM OF ESCROW AGREEMENTEscrow Agreement • January 13th, 2012 • FS Investment Corp II • Missouri
This Escrow Agreement (this “Agreement”) made and entered into as of this [ ] day of [ ], 2012 by and among FS Investment Corporation II, a Maryland corporation (the “Corporation”), UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”), and FS² Capital Partners, LLC, a Delaware limited liability company (the “Dealer Manager”), for itself and for and on behalf of its selected dealers (the “Selected Dealers”).
INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN FSIC II ADVISOR, LLC AND GSO / BLACKSTONE DEBT FUNDS MANAGEMENT LLCInvestment Sub-Advisory Agreement • January 13th, 2012 • FS Investment Corp II • New York
THIS INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) made this day of , 2012, by and between FSIC II ADVISOR, LLC, a Delaware limited liability company (the “Adviser”) and GSO / BLACKSTONE DEBT FUNDS MANAGEMENT LLC, a Delaware limited liability company (the “Sub-Adviser”).
