POS AMI 1 d144943dposami.htm AMENDMENT NO. 6 TO FORM N-2 Amendment No. 6 to Form N-2

As filed with the Securities and Exchange Commission on April 29, 2016

Registration File No. 811-22802

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-2

(CHECK APPROPRIATE BOX OR BOXES)

REGISTRATION STATEMENT

UNDER

   THE INVESTMENT COMPANY ACT OF 1940   x
   Amendment No. 6   x

 

 

FS GLOBAL CREDIT OPPORTUNITIES FUND

(Exact name of Registrant as Specified in Charter)

 

 

201 Rouse Boulevard

Philadelphia, PA 19112

(Address of Principal Executive Offices)

(215) 495-1150

(Registrant’s Telephone Number, including Area Code)

 

 

Michael C. Forman

FS Global Credit Opportunities Fund

201 Rouse Boulevard

Philadelphia, PA 19112

(Name and Address of Agent for Service)

 

 

COPY TO:

James A. Lebovitz, Esq.

David J. Harris, Esq.

Dechert LLP

Cira Centre

2929 Arch Street

Philadelphia, PA 19104

Tel: (215) 994-4000

Fax: (215) 994-2222

 

 

This Registration Statement has been filed by the Registrant pursuant to Section 8(b) of the Investment Company Act of 1940, as amended (the “1940 Act”). Interests in the Registrant are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued solely in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of and/or Regulation D under the Securities Act. This Registration Statement does not constitute an offer to sell, or the solicitation of an offer to buy, any interest in the Registrant.

 

 

 

FS GLOBAL CREDIT OPPORTUNITIES FUND

CROSS REFERENCE SHEET

PARTS A AND B

 

ITEM
NO.

  

REGISTRATION STATEMENT CAPTION

   

CAPTION IN PART A OR PART B

1.

   Outside Front Cover    Not Required

2.

   Inside Front and Outside Back Cover Page    Not Required

3.

   Fee Table and Synopsis    Fee Table and Synopsis

4.

   Financial Highlights    Not Required

5.

   Plan of Distribution    Not Required

6.

   Selling Shareholders    Not Required

7.

   Use of Proceeds    Not Required

8.

   General Description of the Registrant    General Description of the Registrant

9.

   Management    Management

10.

  

Capital Stock, Long-Term Debt, and Other Securities

    Capital Stock, Long-Term Debt, and Other Securities

11.

   Defaults and Arrears on Senior Securities    Not Applicable

12.

   Legal Proceedings   

Not Applicable

13.

   Table of Contents of the Statement of Additional     Information    Not Applicable

14.

   Cover Page    Not Applicable

15.

   Table of Contents    Not Applicable

16.

   General Information and History    Not Applicable

17.

   Investment Objective and Policies    Investment Objectives and Policies

18.

   Management    Management

19.

   Control Persons and Principal Holders of Securities    Control Persons and Principal Holders of Securities

20.

   Investment Management and Other Services    Investment Advisory and Other Services

21.

   Portfolio Managers    Portfolio Managers

22.

   Brokerage Allocation and Other Practices    Brokerage Allocation and Other Practices

23.

   Tax Status    Tax Status

24.

   Financial Statements    Financial Statements

PART C

The information required to be included in Part C is set forth under the appropriate Item, so numbered, in Part C of this Registration Statement.

PART A

Responses to Items 1, 2, 3.2, 4, 5, 6 and 7 of Part A have been omitted pursuant to Paragraph 3 of Instruction G of the General Instructions to Form N-2.

Responses to certain Items required to be included in Part A of this Registration Statement are incorporated herein by reference from the Registration Statement on Form N-2 of FS Global Credit Opportunities Fund—T (the “Feeder Fund”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 19, 2016, as amended by Pre-Effective Amendment Nos. 1 and 2 thereto, filed with the SEC on April 4, 2016 and April 27, 2016, respectively (as so amended, the “Feeder Fund’s Registration Statement on Form N-2”). The Feeder Fund and FS Global Credit Opportunities Fund (the “Master Fund”) are organized in what is commonly referred to as a “master-feeder” structure. The Feeder Fund is one of four feeder funds (collectively, the “Feeder Funds”) in this “master-feeder” structure and the Master Fund may from time to time permit feeder funds in addition to the Feeder Funds to invest in the Master Fund.

ITEM 3. FEE TABLE AND SYNOPSIS.

The following table illustrates the fees and expenses that the Master Fund expects to incur and that the holders (“Shareholders”) of the Master Fund’s common shares of beneficial interest, par value $0.001 per share (“Shares”), can expect to bear directly or indirectly.

 

SHAREHOLDER TRANSACTION EXPENSES

(as a percentage of the Master Fund’s net asset value per Share)

       

Maximum sales load imposed on purchases

      None   

Offering costs(1)

      0.0%   

 

ANNUAL EXPENSES

(as a percentage of the Master Fund’s average net assets)(2)

       

Management fee(3)

      2.7%   

Incentive fee(4)

      0.0%   

Interest payments on borrowed funds(5)

      0.7%   

Other expenses(6)

      0.6%   
  

 

 

  

Total annual expenses

      4.0%   

 

(1) Amount reflects estimated offering costs to be paid by the Master Fund of up to $0.0 million if the Master Fund raises $418.5 million in proceeds in this offering during the year ending December 31, 2016. Offering costs consist of costs incurred by FS Global Advisor, LLC, the Master Fund’s investment adviser (“FS Global Advisor”), and its affiliates on the Master Fund’s behalf for legal, accounting, printing and other offering costs, including salaries and direct expenses of FS Global Advisor’s employees, employees of its affiliates and others. Any such reimbursements will not exceed actual expenses incurred by FS Global Advisor. FS Global Advisor is responsible for the payment of the Master Fund’s cumulative organization and offering costs to the extent they exceed 1.5% of the aggregate proceeds raised in its offering, without recourse against or reimbursement by the Master Fund. It is expected that the Master Fund’s offering costs will be de minimis because no Shares are being offered to the public.
(2)

Assumes the Master Fund sells $418.5 million worth of Shares during the year ending December 31, 2016, which represents the average monthly rate of capital raising by the Feeder Funds during the first three months of 2016, annualized over twelve months. As of December 31, 2015, the Master Fund had net assets of approximately $925.8 million. Assuming the Master Fund raises an additional $418.5 million of proceeds during the year ending December 31, 2016, the Master Fund would receive proceeds (costs) of approximately $418.5 million, resulting in estimated net assets of approximately $1,344.3 million and average net assets of approximately $1,135.1 million, based on the Master Fund’s net assets of approximately $925.8 million as of December 31, 2015. The amounts also assume the inclusion of $250.0 million of proceeds from the Dauphin Funding facility (as defined below) and $150.0 million of proceeds

 

A-1

  from the Bucks Funding facility (as defined below) (see Note 5 below). Dauphin Funding and Bucks Funding (each as defined below) may draw down less than the full amounts available under the financing arrangements. Actual expenses will depend on the number of Shares the Master Fund sells in its offering and the amount of leverage the Master Fund employs. For example, if the Master Fund were to raise proceeds significantly less than this amount during the year ending December 31, 2016, the Master Fund’s expenses as a percentage of its average net assets would be significantly higher. There can be no assurance that the Master Fund will sell $418.5 million worth of Shares during the year ending December 31, 2016.
(3) Pursuant to the amended and restated investment advisory agreement, dated as of October 9, 2013 (as amended, the “Investment Advisory Agreement”), by and between the Master Fund and FS Global Advisor, and in consideration of the advisory services provided by FS Global Advisor to the Master Fund, FS Global Advisor is entitled to a fee consisting of two components—a base management fee (the “Management Fee”) and an incentive fee (the “Incentive Fee”). For more information on the Management Fee and the Incentive Fee, see the section entitled “Management and Incentive Fees” in the Feeder Fund’s prospectus filed with the SEC on April 29, 2016 (as supplemented, the “Feeder Fund’s Prospectus”). The Management Fee is calculated and payable quarterly in arrears at the annual rate of 2.0% of the Master Fund’s average daily gross assets during such period, which are assumed to equal 135.2% of the Master Fund’s average net assets as described above. The management fee shown in the table above is higher than the contractual rate because the management fee in the table is required to be calculated as a percentage of average net assets, rather than gross assets. Because the Management Fee is based on the Master Fund’s average daily gross assets, the Master Fund’s use of leverage will increase the Management Fee paid to FS Global Advisor.
(4) The Master Fund anticipates that it may have interest income that could result in the payment of an Incentive Fee to FS Global Advisor during certain periods. However, the Incentive Fee is based on the Master Fund’s performance and will not be paid unless the Master Fund achieves certain performance targets. The Master Fund expects the Incentive Fee the Master Fund pays to increase to the extent the Master Fund earns greater interest income through its investments in portfolio companies. The Incentive Fee is calculated and payable quarterly in arrears based upon the Master Fund’s “pre-incentive fee net investment income” for the immediately preceding quarter and is subject to a hurdle rate, expressed as a rate of return on the Master Fund’s adjusted capital, equal to 2.25% per quarter, or an annualized hurdle rate of 9.00%, subject to a “catch-up” feature. For a full explanation of how the Incentive Fee is calculated, see the section entitled “Management and Incentive Fees” in the Feeder Fund’s Prospectus. The amount in the table assumes that the Incentive Fee will be 0.00% of the Master Fund’s average net assets. The Master Fund accrued no Incentive Fee for the year ended December 31, 2015 and does not currently expect to accrue an Incentive Fee during the year ending December 31, 2016. The figure in the table is based upon the estimated Incentive Fee for the year ending December 31, 2016, expressed as a percentage of the Master Fund’s estimated average net assets for the year ending December 31, 2016. The actual Incentive Fee as a percentage of the Fund’s average net assets for the year ending December 31, 2016 may be higher than this amount.
(5) On August 26, 2014, the Master Fund’s wholly-owned financing subsidiary, Dauphin Funding LLC, a Delaware limited liability company (“Dauphin Funding”), entered into a revolving credit facility (the “Dauphin Funding Facility”) with Deutsche Bank AG, New York Branch (“Deutsche Bank”). The Dauphin Funding facility was amended on December 9, 2014 and August 25, 2015. The Dauphin Funding facility provides for borrowings in an aggregate amount up to $250.0 million. Borrowings under the Dauphin Funding facility accrue interest at a rate equal to the three-month London Interbank Offered Rate (“LIBOR”) plus 1.55% per annum. The obligations of Dauphin Funding under the Dauphin Funding facility are non-recourse to the Master Fund and the Master Fund’s exposure under the Dauphin Funding facility is limited to the value of the Master Fund’s investment in Dauphin Funding. In addition, certain events of default under the Dauphin Funding facility would permit Deutsche Bank to declare the outstanding principal and interest and all other amounts owing under the Dauphin Funding facility immediately due and payable. A description of such events of default is included in the Master Fund’s annual report for the year ended December 31, 2015 (see Note 9 to the Master Fund’s consolidated financial statements included therein).

On March 10, 2015, the Master Fund’s wholly-owned financing subsidiary, Bucks Funding, an exempted company incorporated in the Cayman Islands with limited liability, entered into a committed facility

 

A-2

arrangement (the “Bucks Funding facility”) with BNP Paribas Prime Brokerage, Inc. (“BNP Paribas”). The Bucks Funding facility was amended on July 20, 2015, October 15, 2015 and March 16, 2016. The Bucks Funding facility provides for borrowings in an aggregate amount up to $150.0 million. Borrowings under the Bucks Funding facility accrue interest at a rate equal to three-month LIBOR plus 1.10% per annum. The obligations of Bucks Funding under the Bucks Funding facility are non-recourse to the Master Fund and the Master Fund’s exposure under the Bucks Funding facility is limited to the value of the Master Fund’s investment in Bucks Funding. In addition, certain events of default and termination events under the Bucks Funding facility would permit BNP Paribas to declare the outstanding principal and interest and all other amounts owing under the Bucks Funding facility immediately due and payable. A description of such events of default and termination events is included in the Master Fund’s annual report for the year ended December 31, 2015 (see Note 9 to the Master Fund’s consolidated financial statements included therein).

The figure in the table assumes that Dauphin Funding and Bucks Funding borrow the full amounts available under the financing arrangements described above and that the weighted average borrowing costs under the financing arrangements, including amortized costs and expenses, is 2.02%. Because the total assumed borrowing ($400.0 million) represents 35.2% of the Fund’s assumed average net assets for the year ending December 31, 2016 ($1,135.0 million), the borrowing cost as a percentage of net assets set forth in the table above is 0.71% (or 35.2% of 2.02%).

(6) Other expenses include accounting, legal and auditing fees of the Master Fund, as well as the reimbursement of the compensation of administrative personnel and fees payable to the members (each, a “Trustee”) of the board of trustees of the Master Fund (the “Board”) who do not also serve in an executive officer capacity for the Master Fund, the Feeder Funds or FS Global Advisor. The amount presented in the table estimates the amounts the Master Fund expects to pay during the year ending December 31, 2016, assuming the Master Fund raises $418.5 million of proceeds (net of offering costs) during such time.

Example:

The following example demonstrates the projected dollar amount of total expenses that would be incurred over various periods with respect to a hypothetical investment in Shares. In calculating the following expense amounts, the Master Fund has assumed its direct and indirect annual operating expenses would remain at the percentage levels set forth in the table above:

 

     1 Year      3 Years      5 Years      10 Years  

A Feeder Fund would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return

    $ 40       $ 122       $ 205       $ 421   

The example and the expenses in the tables above should not be considered a representation of the Master Fund’s future expenses, and actual expenses may be greater or less than those shown. While the example assumes a 5.0% annual return, as required by the SEC, the Master Fund’s performance will vary and may result in a return greater or less than 5.0%. For a more complete description of the various fees and expenses borne directly and indirectly by the Master Fund, see the sections entitled “Company and Fund Expenses,” “Management and Incentive Fees” and “Purchases of Shares” in the Feeder Fund’s Prospectus.

ITEM 8. GENERAL DESCRIPTION OF THE REGISTRANT.

The Master Fund is a non-diversified, closed-end management investment company that was organized as a Delaware statutory trust on January 28, 2013. The Master Fund’s primary investment objective is to generate an attractive total return consisting of a high level of current income and capital appreciation, with a secondary objective of capital preservation. Information on the Master Fund’s investment objectives, strategies and policies, the types of securities in which the Master Fund expects to invest, other investment practices of the Master Fund and the risk factors associated with investments in the Master Fund are incorporated herein by reference from the sections entitled “Investment Objectives, Opportunities and Strategies” and “Types of Investments and Related Risks” in the Feeder Fund’s Prospectus, to the extent applicable to the Master Fund.

 

A-3

Interests in the Master Fund are being issued solely to the Feeder Funds in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of and/or Regulation D under the Securities Act. This Registration Statement does not constitute an offer to sell, or the solicitation of an offer to buy, any “security” within the meaning of the Securities Act.

ITEM 9. MANAGEMENT.

A description of how the business of the Master Fund is managed is incorporated herein by reference from the sections entitled “Summary of Terms,” “Management of the Company and the Fund,” “Company and Fund Expenses,” “The Adviser,” “The Sub-Adviser” and “Management and Incentive Fees” in the Feeder Fund’s Prospectus, to the extent applicable to the Master Fund. The following list identifies the specific sections of the Feeder Fund’s Prospectus under which the information required by Item 9 of Form N-2 may be found; each listed section is incorporated herein by reference, to the extent applicable to the Master Fund.

 

Item 9.1(a) Management of the Company and the Fund—General

 

Item 9.1(b) The Adviser; The Sub-Adviser; and Management and Incentive Fees

 

Item 9.1(c) Management of the Company and the Fund—Investment Personnel

 

Item 9.1(d) Management of the Company and the Fund—Administrative Services

 

Item 9.1(e) Management of the Company and the Fund—Custodian, Distribution Paying Agent, Transfer Agent and Registrar

 

Item 9.1(f) Company and Fund Expenses

 

Item 9.1(g) Not Applicable

 

Item 9.2(a) Not Applicable

 

Item 9.2(b) Not Applicable

 

Item 9.2(c) Not Applicable

 

Item 9.2(d) Not Applicable

 

Item 9.3 A control person generally is a person who beneficially owns more than 25% of the voting securities of a company or has the power to exercise control over the management or policies of such company. As of April 26, 2016, FS Global Credit Opportunities Fund—A and FS Global Credit Opportunities Fund—D owned 84% and 16% of the outstanding Shares, respectively.

ITEM 10. CAPITAL STOCK, LONG-TERM DEBT, AND OTHER SECURITIES.

ITEM 10.1 CAPITAL STOCK.

The following description is based on relevant portions of the Delaware Statutory Trust Act and on the Master Fund’s declaration of trust and bylaws. This summary is not intended to be complete. Please refer to the Delaware Statutory Trust Act and the Master Fund’s declaration of trust and bylaws, copies of which have been filed as exhibits to this Registration Statement, for a more detailed description of the provisions summarized below.

 

A-4

Shares of Beneficial Interest

The Master Fund’s declaration of trust authorizes the Master Fund to issue an unlimited number of Shares. There is currently no market for Shares and the Master Fund does not expect that a market for Shares will develop in the foreseeable future. Pursuant to the Master Fund’s declaration of trust and as permitted by Delaware law, Shareholders are entitled to the same limitation of personal liability extended to stockholders of private corporations organized for profit under the General Corporation Law of the State of Delaware and therefore generally will not be personally liable for the Master Fund’s debts or obligations.

Set forth below is a chart describing the classes of the Master Fund’s securities outstanding as of April 26, 2016:

 

(1)    (2)      (3)  

Title of Class

    Amount Held by the
Master Fund or for
its Account		      Amount Outstanding Exclusive
of Amount Under Column (2)		  

Common shares of beneficial interest, par value $0.001 per share

      —           154,744,034   

Shares

Under the terms of the Master Fund’s declaration of trust, all Shares, when consideration for Shares is received by the Master Fund, will be fully paid and nonassessable. Distributions may be paid to Shareholders if, as and when authorized and declared by the Board. Shares will have no preference, preemptive, appraisal, conversion, exchange or redemption rights, and will be freely transferable, except where their transfer is restricted by law or contract. The Master Fund’s declaration of trust provides that the Board shall have the power to repurchase or redeem Shares. In the event of the Master Fund’s dissolution, after the Master Fund pays or adequately provides for the payment of all claims and obligations of the Master Fund, and upon the receipt of such releases, indemnities and refunding agreements deemed necessary by the Board, each Share will be entitled to receive, according to its respective rights, a pro rata portion of the Master Fund’s assets available for distribution, subject to any preferential rights of holders of the Master Fund’s outstanding preferred shares, if any. Each whole Share will be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share will be entitled to a proportionate fractional vote. Shareholders shall be entitled to vote on all matters on which a vote of Shareholders is required by the 1940 Act, the Master Fund’s declaration of trust or a resolution of the Board. There will be no cumulative voting in the election or removal of Trustees. Under the Master Fund’s declaration of trust, the Master Fund is not required to hold annual meetings of Shareholders. The Master Fund only expects to hold Shareholder meetings to the extent required by the 1940 Act or pursuant to special meetings called by the Board or a majority of Shareholders.

Preferred Shares and Other Securities

The Master Fund’s declaration of trust provides that the Board may, subject to the Master Fund’s investment policies and restrictions and the requirements of the 1940 Act, authorize and cause the Master Fund to issue securities of the Master Fund other than Shares (including preferred shares, debt securities or other senior securities), by action of the Board without the approval of Shareholders. The Board may determine the terms, rights, preferences, privileges, limitations and restrictions of such securities as the Board sees fit.

Preferred shares could be issued with rights and preferences that would adversely affect Shareholders. Preferred shares could also be used as an anti-takeover device. Every issuance of preferred shares will be required to comply with the requirements of the 1940 Act. The 1940 Act requires, among other things, that (i) immediately after issuance of preferred shares and before any distribution is made with respect to Shares and before any purchase of Shares is made, the aggregate involuntary liquidation preference of such preferred shares together with the aggregate involuntary liquidation preference or aggregate value of all other senior securities must not exceed an amount equal to 50% of the Master Fund’s total assets after deducting the amount of such distribution

 

A-5

or purchase price, as the case may be, and (ii) the holders of preferred shares, if any are issued, must be entitled as a class to elect two Trustees at all times and to elect a majority of the Trustees if distributions on such preferred shares are in arrears by two years or more. Certain matters under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred shares.

Limitation on Liability of Trustees and Officers; Indemnification and Advance of Expenses

Pursuant to the Master Fund’s declaration of trust, Trustees and officers of the Master Fund will not be subject in such capacity to any personal liability to the Master Fund or Shareholders, unless the liability arises from bad faith, willful misfeasance, gross negligence or reckless disregard for the Trustee’s or officer’s duty.

Except as otherwise provided in the Master Fund’s declaration of trust, the Master Fund will indemnify and hold harmless any current or former Trustee or officer of the Master Fund against any liabilities and expenses (including reasonable attorneys’ fees relating to the defense or disposition of any action, suit or proceeding with which such person is involved or threatened), while and with respect to acting in the capacity of a Trustee or officer of the Master Fund, except with respect to matters in which such person did not act in good faith in the reasonable belief that his or her action was in the best interest of the Master Fund, or in the case of a criminal proceeding, matters for which such person had reasonable cause to believe that his or her conduct was unlawful. In accordance with the 1940 Act, the Master Fund will not indemnify any Trustee or officer for any liability to which such person would be subject by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of the duties of his or her position. The Master Fund will provide indemnification to Trustees and officers prior to a final determination regarding entitlement to indemnification as described in the declaration of trust.

The Master Fund has entered into the Investment Advisory Agreement with FS Global Advisor. The Investment Advisory Agreement provides that, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard for its obligations and duties thereunder, FS Global Advisor is not liable for any error of judgment or mistake of law or for any loss the Master Fund suffers.

FS Global Advisor has also entered into the investment sub-advisory agreement, dated as of August 12, 2013 (as amended, the “Investment Sub-Advisory Agreement”), with GSO Capital Partners LP, the Master Fund’s investment sub-adviser (“GSO”). The Investment Sub-Advisory Agreement provides that, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard for its obligations and duties thereunder, GSO is not liable for any error of judgment or mistake of law or for any loss the Master Fund suffers. In addition, the Investment Sub-Advisory Agreement provides that GSO will indemnify the Master Fund, FS Global Advisor and any of their respective affiliates and controlling persons for any liability and expenses, including reasonable attorneys’ fees, which the Master Fund, FS Global Advisor or any of their respective affiliates and controlling persons may sustain as a result of GSO’s willful misfeasance, bad faith, gross negligence or reckless disregard for its obligations and duties thereunder or violation of applicable law.

Pursuant to the Master Fund’s declaration of trust, the Master Fund will advance the expenses of defending any action for which indemnification is sought if the Master Fund receives a written undertaking by the indemnitee which provides that the indemnitee will reimburse the Master Fund unless it is subsequently determined that the indemnitee is entitled to such indemnification.

Number of Trustees; Appointment of Trustees; Vacancies; Removal

The Master Fund’s declaration of trust provides that the number of Trustees shall be no less than two and no more than 15, as determined in writing by a majority of the Trustees then in office. As set forth in the declaration of trust, a Trustee’s term of office shall continue until his or her death, resignation or removal. Subject to the provisions of the 1940 Act, individuals may be appointed by the Trustees at any time to fill vacancies on the Board by the appointment of such persons by a majority of the Trustees then in office. Each Trustee shall hold

 

A-6

office until his or her successor shall have been appointed pursuant to the Master Fund’s declaration of trust. To the extent that the 1940 Act requires that Trustees be elected by Shareholders, any such Trustees will be elected by a plurality of all Shares voted at a meeting of Shareholders at which a quorum is present.

The Master Fund’s declaration of trust provides that any Trustee may be removed (provided that after the removal the aggregate number of Trustees is not less than the minimum required by the declaration of trust) (1) with or without cause, at any meeting of Shareholders by a vote of three quarters (75%) of the outstanding Shares or (2) with or without cause, by at least two-thirds (66 2⁄3%) of the remaining Trustees.

As of April 26, 2016, the Master Fund had a total of nine members of the Board, six of whom were Trustees that are considered independent and are not “interested persons” (as defined in the 1940 Act) of the Master Fund, the Feeder Funds or FS Global Advisor (“Independent Trustees”). Pursuant to the 1940 Act, at least 40% of the Trustees must be Independent Trustees.

Action by Shareholders

The Master Fund’s declaration of trust provides that Shareholder action can be taken only at a meeting of Shareholders or by unanimous written consent in lieu of a meeting. Subject to the 1940 Act, the Master Fund’s declaration of trust or a resolution of the Board specifying a greater or lesser vote requirement, the affirmative vote of a majority of Shares present in person or represented by proxy at a meeting and entitled to vote on the subject matter shall be the act of the Shareholders with respect to any matter submitted to a vote of the Shareholders.

Amendment of Declaration of Trust and Bylaws

Subject to the provisions of the 1940 Act, pursuant to the Master Fund’s declaration of trust, the Board may amend the declaration of trust without any vote of Shareholders. Pursuant to the Master Fund’s declaration of trust and bylaws, the Board has the exclusive power to amend or repeal the bylaws or adopt new bylaws at any time.

No Appraisal Rights

In certain extraordinary transactions, some jurisdictions provide the right to dissenting Shareholders to demand and receive the fair value of their Shares, subject to certain procedures and requirements set forth in such statute. Those rights are commonly referred to as appraisal rights. The Master Fund’s declaration of trust provides that Shares shall not entitle Shareholders to appraisal rights.

Conflict with Applicable Laws and Regulations

The Master Fund’s declaration of trust provides that if and to the extent that any provision of the Master Fund’s declaration of trust conflicts with any provision of the 1940 Act, the provisions of the Internal Revenue Code of 1986, as amended, applicable to the Master Fund as a regulated investment company or other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of the Master Fund’s declaration of trust; provided, however, that such determination shall not affect any of the remaining provisions of the declaration of trust or affect the validity of any action taken or omitted to be taken prior to such determination.

Other Information

Information regarding the Master Fund’s share repurchase program, liquidity strategy and distributions, including as they relate to the Feeder Fund’s share repurchase program, liquidity strategy and distributions, is incorporated herein by reference from the sections entitled “Share Repurchase Program,” “Liquidity Strategy” and “Distributions” in the Feeder Fund’s Prospectus.

 

A-7

ITEM 10.2. LONG-TERM DEBT.

Not applicable.

ITEM 10.3. GENERAL.

Not applicable.

ITEM 10.4. TAXES.

Information on the taxation of the Master Fund is incorporated herein by reference from the section entitled “Tax Aspects” in the Feeder Fund’s Prospectus, to the extent applicable to the Master Fund.

ITEM 10.5. OUTSTANDING SECURITIES.

Set forth below is a chart describing the classes of the Master Fund’s securities outstanding as of April 26, 2016:

 

(1)    (2)      (3)  

Title of Class

    Amount Held by the
Master Fund or for
its Account		      Amount Outstanding Exclusive
of Amount Under Column (2)		  

Common shares of beneficial interest, par value $0.001 per share

      —           154,744,034   

ITEM 10.6. SECURITIES RATINGS.

Not applicable.

ITEM 11. DEFAULTS AND ARREARS ON SENIOR SECURITIES.

Not applicable.

ITEM 12. LEGAL PROCEEDINGS.

Not applicable.

ITEM 13. TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION.

Not applicable.

 

A-8

PART B

Part B of this Registration Statement should be read in conjunction with Part A. Capitalized terms used in this Part B and not otherwise defined have the meanings given to them in Part A of this Registration Statement.

Responses to certain Items required to be included in Part B of this Registration Statement are incorporated herein by reference from the Feeder Fund’s Prospectus and the statement of additional information filed therewith (as supplemented, the “Feeder Fund SAI”).

ITEM 14. COVER PAGE.

Not applicable.

ITEM 15. TABLE OF CONTENTS.

Not applicable.

ITEM 16. GENERAL INFORMATION AND HISTORY.

Not applicable.

ITEM 17. INVESTMENT OBJECTIVES AND POLICIES.

Part A contains basic information about the investment objectives, policies and risks of the Master Fund. This Part B supplements the discussion in Part A of the investment objectives, policies and risks of the Master Fund and does not, by itself, present a complete or accurate explanation of the matters disclosed.

Information on the fundamental investment restrictions of the Master Fund, the types of investment techniques used by the Master Fund and certain risks attendant thereto, as well as other information on the Master Fund’s investment process, is incorporated herein by reference from the sections entitled “Investment Objectives, Opportunities and Strategies” and “Types of Investments and Related Risks” in the Feeder Fund’s Prospectus, and from the sections entitled “Investment Objectives, Policies and Risks” and “Investment Restrictions” in the Feeder Fund SAI, to the extent applicable to the Master Fund.

ITEM 18. MANAGEMENT.

Pursuant to the Master Fund’s declaration of trust and bylaws, the Master Fund’s business and affairs are managed under the direction of the Board, which has overall responsibility for monitoring and overseeing the Master Fund’s investment program and its management and operations. The officers of the Master Fund conduct and supervise the Master Fund’s daily business operations.

Board of Trustees and Executive Officers

Board Leadership Structure

The Board consists of nine members, six of whom are considered Independent Trustees. The same individuals serve on the Board and the boards of trustees of the Feeder Funds. Among other things, the Board sets broad policies for the Master Fund and appoints the Master Fund’s officers. The role of the Board, and of any individual Trustee, is one of oversight and not of management of the Master Fund’s day-to-day affairs. Each Trustee will serve until his or her successor is duly elected and qualified. The Trustees are subject to removal or replacement in accordance with Delaware law and the Master Fund’s declaration of trust. The Trustees serving on the Board were elected by the organizational shareholders of the Master Fund.

 

B-1

Michael C. Forman serves as chairman of the Board and is not an Independent Trustee by virtue of his relationship with FS Global Advisor. The Board feels that Mr. Forman, as the Master Fund’s co-founder and chief executive officer, is the Trustee with the most knowledge of the Master Fund’s business strategy and is best situated to serve as chairman of the Board. While the Master Fund currently does not have a policy mandating a lead independent trustee, the Board believes that having a lead independent trustee role is appropriate. The Board has appointed Walter W. Buckley, III as lead independent trustee, effective April 1, 2016. The lead independent trustee, among other things, works with the chairman of the Board in the preparation of the agenda for each Board meeting and in determining the need for special meetings of the Board, chairs any meeting of the Independent Trustees in executive session, facilitates communications between other members of the Board and the chairman of the Board and/or the chief executive officer and otherwise consults with the chairman of the Board and/or the chief executive officer on matters relating to corporate governance and Board performance. Each Independent Trustee plays an active role on the Board. The Independent Trustees are expected to meet separately in executive session as often as necessary to exercise their oversight responsibilities. The Board believes that its leadership structure is the optimal structure for the Master Fund at this time given the Master Fund’s current size and complexity. The Board, which reviews its leadership structure periodically, further believes that its structure is presently appropriate to enable it to exercise its oversight of the Master Fund.

Board Role in Risk Oversight

Through its direct oversight role, and indirectly through its committees, the Board performs a risk oversight function for the Master Fund consisting of, among other things, the following activities: (1) at regular and special Board meetings, and on an ad hoc basis as needed, receiving and reviewing reports related to the Master Fund’s performance and operations; (2) reviewing and approving, as applicable, the Master Fund’s compliance policies and procedures; (3) meeting with members of FS Global Advisor’s portfolio management team to review investment strategies, techniques and the processes used to manage related risks; (4) meeting with, or reviewing reports prepared by, the representatives of key service providers, including FS Global Advisor and GSO and the Master Fund’s administrator, transfer agent, custodians and independent registered public accounting firm, to review and discuss the Master Fund’s activities and to provide direction with respect thereto; and (5) engaging the services of the Master Fund’s chief compliance officer to test the compliance procedures of the Master Fund and its service providers. However, not all risks that may affect the Master Fund can be identified or processes and controls developed to eliminate or mitigate their occurrence or effects, and some risks are beyond the control of the Master Fund and its service providers.

Trustees

Information regarding the members of the Board and the officers of the Master Fund, and their roles in the management of the Master Fund, including compensation, is incorporated herein by reference from the section entitled “Management of the Company and the Fund” in the Feeder Fund SAI filed with the Feeder Fund’s Prospectus, to the extent applicable to the Master Fund.

Board Committees

In addition to serving on the Board, Trustees may also serve on one or more of the following committees which have been established by the Board to handle certain designated responsibilities. The Board has designated a chairman of each committee. Subject to applicable law, the Board may establish additional committees, change the membership of any committee, fill all vacancies and designate alternate members to replace any absent or disqualified member of any committee, or dissolve any committee as it deems necessary and in the Master Fund’s best interest.

Audit Committee

The audit committee is responsible for selecting, engaging and discharging the Master Fund’s independent registered public accounting firm, reviewing the plans, scope and results of the audit engagement with the Master Fund’s independent registered public accounting firm, approving professional services provided by the Master

 

B-2

Fund’s independent registered public accounting firm (including compensation therefor), reviewing the independence of the Master Fund’s independent registered public accounting firm and reviewing the adequacy of the Master Fund’s internal controls over financial reporting. The members of the audit committee are Barbara J. Fouss, Philip E. Hughes, Jr., Oliver C. Mitchell, Jr. and Charles P. Pizzi, each of whom is an Independent Trustee. Philip E. Hughes, Jr. serves as the chairman of the audit committee. The Board has determined that Philip E. Hughes, Jr. is an “audit committee financial expert” as defined under SEC rules.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee selects and nominates Trustees for membership on the Board, selects nominees to fill vacancies on the Board or a committee thereof, develops and recommends to the Board a set of corporate governance principles and oversees the evaluation of the Board. The nominating and corporate governance committee considers candidates suggested by its members and other Trustees, as well as the Master Fund’s management and Shareholders. The members of the nominating and corporate governance committee are David L. Cohen, Thomas J. Gravina and Oliver C. Mitchell, Jr., a majority of whom are Independent Trustees. David L. Cohen serves as chairman of the nominating and corporate governance committee.

Valuation Committee

The valuation committee establishes guidelines and makes recommendations to the Board regarding the valuation of the Master Fund’s loans and investments. The members of the valuation committee are Walter W. Buckley, III, Barbara J. Fouss, Thomas J. Gravina and Charles P. Pizzi, a majority of whom are Independent Trustees. Walter W. Buckley, III serves as chairman of the valuation committee.

Trustee Beneficial Ownership of Shares

The following table shows the dollar range of Shares beneficially owned by each Trustee as of April 26, 2016 based on the Master Fund’s net asset value per Share of approximately $7.08 on such date and the aggregate dollar range of equity securities in all registered investment companies overseen by each Trustee in the family of investment companies that includes the Master Fund, based on their respective public offering prices per share as of April 26, 2016.

 

Name of Trustee

   

Dollar Range of Equity Securities

in the Master Fund(1)

   

Aggregate Dollar Range of Equity
Securities in All Registered
Investment Companies Overseen

by Trustee in Family of

Investment Companies(1)

Interested Trustees

      

Michael C. Forman

    None    Over $1,000,000

David J. Adelman

    None    Over $1,000,000

Thomas J. Gravina

   

None

   

$50,001—$100,000

Independent Trustees

      

Walter W. Buckley, III

   

None

   

$50,001—$100,000

David L. Cohen

   

None

   

$100,001—$500,000

Barbara J. Fouss

   

None

   

$10,001—$50,000

Philip E. Hughes, Jr.

   

None

   

$50,001—$100,000

Oliver C. Mitchell, Jr.

   

None

   

$1—$10,000

Charles P. Pizzi

   

None

   

$100,001—$500,000

 

(1) Dollar ranges are as follows: None, $1—$10,000, $10,001—$50,000, $50,001—$100,000, $100,001—$500,000, $500,001—$1,000,000 and Over $1,000,000.

 

B-3

Shareholder Communications

Shareholders may send communications to the Board. Shareholders should send communications intended for the Board by addressing the communication directly to the Board (or individual Trustees) and/or otherwise clearly indicating in the salutation that the communication is for the Board (or individual Trustees) and by sending the communication to the Master Fund’s offices at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112. Other Shareholder communications received by the Master Fund not directly addressed and sent to the Board will be reviewed and generally responded to by management, and will be forwarded to the Board only at management’s discretion based on the matters contained therein.

GSO Potential Conflicts of Interest

Information regarding the conflicts of interest associated with GSO acting as the Master Fund’s investment sub-adviser is incorporated herein by reference from the section entitled “Management of the Company and the Fund—GSO Potential Conflicts of Interest” in the Feeder Fund SAI filed with the Feeder Fund’s Prospectus, to the extent applicable to the Master Fund.

Codes of Ethics

The Master Fund, FS Global Advisor and GSO have each adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to these codes may invest in securities for their personal investment accounts, including securities that may be purchased or held by the Master Fund, so long as such investments are made in accordance with the applicable code’s requirements. The codes of ethics have been filed as exhibits to this Registration Statement. Shareholders may also read and copy these codes of ethics at the SEC’s Public Reference Room located at 100 F Street, NE, Washington, DC 20549. Shareholders may obtain information on the operation of the Public Reference Room by calling the SEC at (202) 551-8090. In addition, the codes of ethics are available on the EDGAR database on the SEC’s website at http://www.sec.gov. Shareholders may also obtain copies of each code of ethics, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, 100 F Street, NE, Washington, DC 20549-0102.

ITEM 19. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.

A control person generally is a person who beneficially owns more than 25% of the voting securities of a company or has the power to exercise control over the management or policies of such company. As of April 26, 2016, FS Global Credit Opportunities Fund—A and FS Global Credit Opportunities Fund—D owned 84% and 16% of the outstanding Shares, respectively.

ITEM 20. INVESTMENT ADVISORY AND OTHER SERVICES.

Information on the investment management and other services provided for or on behalf of the Master Fund is incorporated herein by reference from the sections entitled “Management of the Company and the Fund,” “Company and Fund Expenses” and “Management and Incentive Fees” in the Feeder Fund’s Prospectus, as well as the section entitled “Management of the Company and the Fund” in the Feeder Fund SAI filed with the Feeder Fund’s Prospectus, in each case, to the extent applicable to the Master Fund.

 

B-4

ITEM 21. PORTFOLIO MANAGERS.

Securities Ownership of Portfolio Managers

The following table shows the dollar range of equity securities in the Master Fund beneficially owned by each member of FS Global Advisor’s investment committee as of April 26, 2016 based on the Master Fund’s net asset value per Share of approximately $7.08 on such date.

 

Name of Investment Committee Member

    Dollar Range of Equity
Securities in the Master  Fund(1)		  

Michael C. Forman

      None   

Gerald F. Stahlecker

      None   

Zachary Klehr

      None   

Robert Hoffman

      None   

 

(1) Dollar ranges are as follows: None, $1—$10,000, $10,001—$50,000, $50,001—$100,000, $100,001—$500,000, $500,001—$1,000,000 and Over $1,000,000.

Other Information

Additional information regarding the portfolio managers of the Master Fund is incorporated herein by reference from the sections entitled “Management of the Company and the Fund” in the Feeder Fund’s Prospectus and the Feeder Fund SAI filed with the Feeder Fund’s Prospectus, in each case, to the extent applicable to the Master Fund.

ITEM 22. BROKERAGE ALLOCATION AND OTHER PRACTICES.

A description of the Master Fund’s brokerage allocation and other practices is incorporated herein by reference from the section entitled “Portfolio Transactions and Brokerage Allocation” in the Feeder Fund SAI filed with the Feeder Fund’s Prospectus, to the extent applicable to the Master Fund.

ITEM 23. TAX STATUS.

Information on the taxation of the Master Fund is incorporated herein by reference from the section entitled “Tax Aspects” in the Feeder Fund’s Prospectus, to the extent applicable to the Master Fund.

ITEM 24. FINANCIAL STATEMENTS.

An independent registered public accounting firm for the Master Fund performs an annual audit of the Master Fund’s financial statements. The Board has engaged Ernst & Young LLP located at One Commerce Square, Suite 700, 2005 Market Street, Philadelphia, Pennsylvania 19103, to serve as the Master Fund’s independent registered public accounting firm.

The Master Fund’s consolidated financial statements and the related report of its independent registered public accounting firm, Ernst & Young LLP, are available in the Master Fund’s annual report for the year ended December 31, 2015 and are incorporated into this Registration Statement by reference.

 

B-5

PART C—OTHER INFORMATION

ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS.

(1) Financial Statements:

 

  Part A: Not applicable.

 

  Part B: The following financial statements are incorporated herein by reference to the Registrant’s annual report on Form N-CSR for the year ended December 31, 2015, filed with the SEC on March 2, 2016:

 

       Report of Independent Registered Public Accounting Firm
       Consolidated Schedule of Investments as of December 31, 2015
       Consolidated Statement of Assets and Liabilities as of December 31, 2015
       Consolidated Statement of Operations for the Year Ended December 31, 2015

Consolidated Statements of Changes in Net Assets for the Years Ended December 31, 2015 and 2014

       Consolidated Statement of Cash Flows for the Year Ended December 31, 2015
       Consolidated Financial Highlights for the Years Ended December 31, 2015 and 2014 and for the Period from January 28, 2013 (Inception) to December 31, 2013
       Notes to Consolidated Financial Statements

(2) Exhibits:

 

(a)(1)   Certificate of Trust of the Registrant (Incorporated by reference to Exhibit (a)(1) to the Registrant’s Registration Statement on Form N-2 (File No. 811-22802), filed with the SEC on February 8, 2013).
(a)(2)   Initial Declaration of Trust of the Registrant (Incorporated by reference to Exhibit (a)(2) to the Registrant’s Registration Statement on Form N-2 (File No. 811-22802), filed with the SEC on February 8, 2013).
(a)(3)   Amended and Restated Declaration of Trust of the Registrant (Incorporated by reference to Exhibit (a)(3) to Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File No. 811-22802), filed with the SEC on June 13, 2013).
(b)   Bylaws of the Registrant (Incorporated by reference to Exhibit (b) to Amendment No. 3 to the Registrant’s Registration Statement on Form N-2 (File No. 811-22802), filed with the SEC on November 7, 2013).
(g)(1)   Amended and Restated Investment Advisory Agreement, dated as of October 9, 2013, by and between the Registrant and FS Global Advisor, LLC (Incorporated by reference to Exhibit (g)(1) to Post-Effective Amendment No. 1 to FS Global Credit Opportunities Fund—A’s Registration Statement on Form N-2 (File No. 333-186414) filed with the SEC on October 18, 2013).
(g)(2)   Investment Sub-Advisory Agreement, dated as of August 12, 2013, by and between FS Global Advisor, LLC and GSO Capital Partners LP (Incorporated by reference to Exhibit (g)(2) to Pre-Effective Amendment No. 3 to FS Global Credit Opportunities Fund—A’s Registration Statement on Form N-2 (File No. 333-186414), filed with the SEC on August 13, 2013).
(j)(1)   Master Custodian Agreement, dated as of October 30, 2013, by and among the Registrant, FS Global Credit Opportunities Fund—A, FS Global Credit Opportunities Fund—D and State Street Bank and Trust Company (Incorporated by reference to Exhibit (j)(1) to Pre-Effective Amendment No. 1 to FS Global Credit Opportunities Fund—T’s Registration Statement on Form N-2 (File No. 333-209622), filed with the SEC on April 4, 2016).
(j)(2)   Global Custody Agreement, dated November 26, 2013, by and between the Registrant and JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit (j)(2) to Amendment No. 4 to the Registrant’s Registration Statement on Form N-2 (File No. 811-22802), filed with the SEC on August 15, 2014).

 

C-1

(k)(1)   Administration Agreement, dated as of July 15, 2015, by and between the Registrant and FS Global Advisor, LLC (Incorporated by reference to Exhibit (k) to Amendment No. 3 to the Registrant’s Registration Statement on Form N-2 (File No. 811-22802), filed with the SEC on November 7, 2013).
(k)(2)   Credit Agreement, dated as of August 26, 2014, by and among Dauphin Funding LLC, as borrower, and Deutsche Bank AG, New York Branch, as administrative agent and a lender, and the other lenders party thereto (Incorporated by reference to Exhibit (k)(3) to Post-Effective Amendment No. 4 to FS Global Credit Opportunities Fund—A’s Registration Statement on Form N-2 (File No. 333-186414), filed with the SEC on April 1, 2015).
(k)(3)   First Amendment to Credit Agreement, dated as of December 9, 2014, by and between Dauphin Funding LLC, as borrower, and Deutsche Bank AG, New York Branch, as administrative agent and a lender (Incorporated by reference to Exhibit (k)(4) to Post-Effective Amendment No. 4 to FS Global Credit Opportunities Fund—A’s Registration Statement on Form N-2 (File No. 333-186414), filed with the SEC on April 1, 2015).
(k)(4)   Second Amendment to Credit Agreement, dated as of August 25, 2015, by and between Dauphin Funding LLC, as borrower, and Deutsche Bank AG, New York Branch, as administrative agent and a lender (Incorporated by reference to Exhibit (k)(5) to Pre-Effective Amendment No. 1 to FS Global Credit Opportunities Fund—T’s Registration Statement on Form N-2 (File No. 333-209622), filed with the SEC on April 4, 2016).
(k)(5)   Sale and Contribution Agreement, dated as of August 26, 2014, by and between the Registrant and Dauphin Funding LLC (Incorporated by reference to Exhibit (k)(5) to Post-Effective Amendment No. 4 to FS Global Credit Opportunities Fund—A’s Registration Statement on Form N-2 (File No. 333-186414), filed with the SEC on April 1, 2015).
(k)(6)   Investment Management Agreement, dated as of August 26, 2014, by and between the Registrant and Dauphin Funding LLC (Incorporated by reference to Exhibit (k)(6) to Post-Effective Amendment No. 4 to FS Global Credit Opportunities Fund—A’s Registration Statement on Form N-2 (File No. 333-186414), filed with the SEC on April 1, 2015).
(k)(7)   Security Agreement, dated as of August 26, 2014, by and between Dauphin Funding LLC, as borrower, and Deutsche Bank AG, New York Branch, as administrative agent (Incorporated by reference to Exhibit (k)(7) to Post-Effective Amendment No. 4 to FS Global Credit Opportunities Fund—A’s Registration Statement on Form N-2 (File No. 333-186414), filed with the SEC on April 1, 2015).
(k)(8)   Custodial Agreement, dated as of August 26, 2014, by and among Dauphin Funding LLC, as borrower, the Registrant, as manager, Deutsche Bank AG, New York Branch, as administrative agent, and Deutsche Bank Trust Company Americas, as custodian (Incorporated by reference to Exhibit (k)(8) to Post-Effective Amendment No. 4 to FS Global Credit Opportunities Fund—A’s Registration Statement on Form N-2 (File No. 333-186414), filed with the SEC on April 1, 2015).
(k)(9)  

Committed Facility Agreement, dated as of March 10, 2015, by and between Bucks Funding and BNP Paribas Prime Brokerage, Inc. (Incorporated by reference to Exhibit (k)(9) to Post-Effective Amendment No. 4 to FS Global Credit Opportunities Fund—A’s Registration Statement on Form N-2 (File No. 333-186414), filed with the SEC on April 1, 2015).

(k)(10)   First Amendment to Committed Facility Agreement, dated as of July 20, 2015, by and between Bucks Funding and BNP Paribas Prime Brokerage, Inc. (Incorporated by reference to Exhibit (k)(11) to Pre-Effective Amendment No. 1 to FS Global Credit Opportunities Fund—T’s Registration Statement on Form N-2 (File No. 333-209622), filed with the SEC on April 4, 2016).
(k)(11)   Second Amendment to Committed Facility Agreement, dated as of October 15, 2015, by and between Bucks Funding and BNP Paribas Prime Brokerage, Inc. (Incorporated by reference to Exhibit (k)(12) to Pre-Effective Amendment No. 1 to FS Global Credit Opportunities Fund—T’s Registration Statement on Form N-2 (File No. 333-209622), filed with the SEC on April 4, 2016).

 

C-2

(k)(12)   Third Amendment to Committed Facility Agreement, dated as of March 16, 2016, by and between Bucks Funding and BNP Paribas Prime Brokerage, Inc. (Incorporated by reference to Exhibit (k)(13) to Pre-Effective Amendment No. 1 to FS Global Credit Opportunities Fund—T’s Registration Statement on Form N-2 (File No. 333-209622), filed with the SEC on April 4, 2016).
(k)(13)   U.S. PB Agreement, dated as of March 10, 2015, by and between Bucks Funding and BNP Paribas Prime Brokerage, Inc. (Incorporated by reference to Exhibit (k)(10) to Post-Effective Amendment No. 4 to FS Global Credit Opportunities Fund—A’s Registration Statement on Form N-2 (File No. 333-186414), filed with the SEC on April 1, 2015).
(k)(14)   Special Custody and Pledge Agreement, dated as of March 10, 2015, by and among Bucks Funding, BNP Paribas Prime Brokerage, Inc. and State Street Bank and Trust Company (Incorporated by reference to Exhibit (k)(11) to Post-Effective Amendment No. 4 to FS Global Credit Opportunities Fund—A’s Registration Statement on Form N-2 (File No. 333-186414), filed with the SEC on April 1, 2015).
(k)(15)   Investment Management Agreement, dated as of March 10, 2015, by and between Bucks Funding and the Registrant (Incorporated by reference to Exhibit (k)(12) to Post-Effective Amendment No. 4 to FS Global Credit Opportunities Fund—A’s Registration Statement on Form N-2 (File No. 333-186414), filed with the SEC on April 1, 2015).
(n)   Consent of Ernst & Young LLP.*
(r)(1)   Code of Business Conduct and Ethics of the Registrant (Incorporated by reference to Exhibit (r)(1) to Pre-Effective Amendment No. 1 to FS Global Credit Opportunities Fund—T’s Registration Statement on Form N-2 (File No. 333-209622), filed with the SEC on April 4, 2016).
(r)(2)   Code of Business Conduct and Ethics of FS Global Advisor, LLC (Incorporated by reference to Exhibit (r)(2) to Post-Effective Amendment No. 4 to FS Global Credit Opportunities Fund—A’s Registration Statement on Form N-2 (File No. 333-186414), filed with the SEC on April 1, 2015).
(r)(3)   Code of Business Conduct and Ethics of GSO Capital Partners LP (Incorporated by reference to Exhibit (r)(3) to Pre-Effective Amendment No. 1 to FS Global Credit Opportunities Fund—T’s Registration Statement on Form N-2 (File No. 333-209622), filed with the SEC on April 4, 2016).

 

* Filed herewith.

ITEM 26. MARKETING ARRANGEMENTS.

Not Applicable.

ITEM 27. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

As discussed in Item 3 of Part A of this Registration Statement, it is expected that the Master Fund’s offering costs will be de minimis because no Shares are being offered to the public.

 

C-3

ITEM 28. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL.

The Master Fund owns 100% of the voting securities of the following entities, which are included in the Master Fund’s consolidated financial statements as of December 31, 2015:

 

Name

    Jurisdiction of
Incorporation or
Organization

Bucks Funding

    Cayman Islands

Dauphin Funding LLC

    Delaware

FS Global Credit Opportunities Fund (Cayman)

    Cayman Islands

FS Global Credit Opportunities (Luxembourg) S.à r.l.

    Luxembourg

ITEM 29. NUMBER OF HOLDERS OF SECURITIES

The following table sets forth the number of record holders of Shares as of April 26, 2016.

 

Title of Class

    Number of
Record Holders		  

Common shares of beneficial interest, par value $0.001 per share

      2   

ITEM 30. INDEMNIFICATION.

Delaware law permits a Delaware statutory trust to include in its declaration of trust a provision to indemnify and hold harmless any trustee, beneficial owner or other person from and against any and all claims and demands whatsoever. Except as otherwise provided in the Registrant’s declaration of trust, the Registrant will indemnify and hold harmless any current or former Trustee or officer of the Registrant against any liabilities and expenses (including reasonable attorneys’ fees relating to the defense or disposition of any action, suit or proceeding with which such person is involved or threatened), while and with respect to acting in the capacity of a Trustee or officer of the Registrant, except with respect to matters in which such person did not act in good faith in the reasonable belief that his or her action was in the best interest of the Registrant, or in the case of a criminal proceeding, matters for which such person had reasonable cause to believe that his or her conduct was unlawful. In accordance with the 1940 Act, the Registrant will not indemnify any Trustee or officer for any liability to which such person would be subject by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of the duties of his or her position. The Registrant will provide indemnification to Trustees and officers prior to a final determination regarding entitlement to indemnification as described in the declaration of trust.

The Registrant has entered into the Investment Advisory Agreement with FS Global Advisor. The Investment Advisory Agreement provides that, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard for its obligations and duties thereunder, FS Global Advisor is not liable for any error of judgment or mistake of law or for any loss the Registrant suffers.

FS Global Advisor has also entered into the Investment Sub-Advisory Agreement with GSO. The Investment Sub-Advisory Agreement provides that, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard for its obligations and duties thereunder, GSO is not liable for any error of judgment or mistake of law or for any loss the Registrant suffers. In addition, the Investment Sub-Advisory Agreement provides that GSO will indemnify the Registrant, FS Global Advisor and any of their respective affiliates and controlling persons for any liability and expenses, including reasonable attorneys’ fees, which the Registrant, FS Global Advisor or any of their respective affiliates and controlling persons may sustain as a result of GSO’s willful misfeasance, bad faith, gross negligence or reckless disregard for its obligations and duties thereunder or violation of applicable law.

 

C-4

Pursuant to the Registrant’s declaration of trust, the Registrant will advance the expenses of defending any action for which indemnification is sought if the Registrant receives a written undertaking by the indemnitee which provides that the indemnitee will reimburse the Registrant unless it is subsequently determined that the indemnitee is entitled to such indemnification.

ITEM 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

The descriptions of FS Global Advisor and GSO are incorporated herein by reference from the section entitled “Management of the Company and the Fund” in the Feeder Fund’s Prospectus, to the extent applicable to the Master Fund, and the section entitled “Management of the Company and the Fund” in Part B of this Registration Statement. For information as to the business, profession, vocation or employment of a substantial nature in which FS Global Advisor, GSO and each of their executive officers and directors is or has been, during the last two fiscal years, engaged for his or her own account or in the capacity of director, officer, employee, partner or trustee, reference is made to the information set forth in FS Global Advisor’s Form ADV (File No. 801-78346) and GSO’s Form ADV (File No. 801-68243), each as filed with the SEC and incorporated herein by reference.

ITEM 32. LOCATION OF ACCOUNTS AND RECORDS.

All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules thereunder are maintained at the offices of:

 

  (1) the Registrant, FS Global Credit Opportunities Fund, 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112;

 

  (2) the Registrant’s transfer agent, State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02111;

 

  (3) the Feeder Funds’ transfer agent, DST Systems, Inc., 430 W. 7th Street, Kansas City, Missouri 64105;

 

  (4) the Registrant’s and the Feeder Funds’ custodian, State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02111;

 

  (5) the Registrant’s custodian, JPMorgan Chase Bank, N.A., 14201 Dallas Parkway, Dallas, Texas 75254;

 

  (6) the Registrant’s investment adviser, FS Global Advisor, LLC, 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112; and

 

  (7) the Registrant’s administrator, FS Global Advisor, LLC, 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112.

ITEM 33. MANAGEMENT SERVICES.

Not applicable.

ITEM 34. UNDERTAKINGS.

Not applicable.

 

C-5

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment No. 6 to the Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania on April 29, 2016.

 

FS Global Credit Opportunities Fund
By:   /s/    MICHAEL C. FORMAN        
  Name:   Michael C. Forman
  Title:   President and Chief Executive Officer

Pursuant to the requirements of the Investment Company Act of 1940, as amended, this Post-Effective Amendment No. 6 to the Registration Statement on Form N-2 has been signed below by the following persons in the capacities and on the dates indicated:

 

Signature

   

Title

  

Date

/s/ MICHAEL C. FORMAN

Michael C. Forman

   

President, Chief Executive Officer and Trustee

(Principal Executive Officer)

  

April 29, 2016

/s/ WILLIAM GOEBEL

William Goebel

   

Chief Financial Officer

(Principal Financial and Accounting Officer)

   April 29, 2016

*

David J. Adelman

    Trustee   April 29, 2016

*

Walter W. Buckley, III

    Trustee  

April 29, 2016

*

David L. Cohen

    Trustee   April 29, 2016

*

Barbara J. Fouss

    Trustee  

April 29, 2016

*

Thomas J. Gravina

    Trustee   April 29, 2016

*

Philip E. Hughes, Jr.

    Trustee   April 29, 2016

*

Oliver C. Mitchell, Jr.

    Trustee   April 29, 2016

*

Charles P. Pizzi

    Trustee   April 29, 2016

 

* By:  

/s/ MICHAEL C. FORMAN

  
  Attorney-in-Fact