0001193125-13-412181 Sample Contracts

INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT BETWEEN FS INVESTMENT CORPORATION III AND FSIC III ADVISOR, LLC
Investment Advisory and Administrative Services Agreement • October 28th, 2013 • FS Investment Corp III • New York

Pre-Incentive Fee Net Investment Income exceeds the preferred return rate, but does not fully satisfy the “catch-up” provision, therefore the Subordinated Incentive Fee on Income is 0.20%.

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FS INVESTMENT CORPORATION III Up to 300,000,000 Shares of Common Stock, $0.001 par value per share DEALER MANAGER AGREEMENT
Dealer Manager Agreement • October 28th, 2013 • FS Investment Corp III • Delaware
ESCROW AGREEMENT
Escrow Agreement • October 28th, 2013 • FS Investment Corp III • Missouri

This Escrow Agreement (this “Agreement”) made and entered into as of this [—] day of [—], 2013 by and among FS Investment Corporation III, 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”).

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