INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT BETWEEN FS INVESTMENT CORPORATION II AND FSIC II ADVISOR, LLCInvestment Advisory and Administrative Services Agreement • February 10th, 2012 • FS Investment Corp II • New York
This Investment Advisory and Administrative Services Agreement (the “Agreement”) is made this 8th day of February 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”).
CUSTODIAN AGREEMENTCustodian Agreement • February 10th, 2012 • FS Investment Corp II • Massachusetts
This Agreement, dated as of February 8, 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 DEALER MANAGER AGREEMENT February 8, 2012Dealer Manager Agreement • February 10th, 2012 • FS Investment Corp II • Delaware
FS Investment Corporation II, a Maryland corporation (the “Corporation”), has registered for public sale (the “Offering”) a maximum of $2,000,000,000 in shares of its common stock, $0.001 par value per share (the “Common Stock”), to be issued and sold to the public on a “best efforts” basis (the “Offered Shares”) through you as the managing dealer (the “Dealer Manager”) and the broker-dealers participating in the offering (the “Selected Dealers”) at an initial offering price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased). Terms not otherwise defined herein shall have the same meaning as in the Prospectus, as that term is defined in Section 2.1 below.
ESCROW AGREEMENTEscrow Agreement • February 10th, 2012 • FS Investment Corp II • Missouri
This Escrow Agreement (this “Agreement”) made and entered into as of this 23rd day of January, 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 • February 10th, 2012 • FS Investment Corp II • New York
THIS INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) made this 8th day of February, 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”).
