MATERIAL AMENDMENTS

STATE OF DELAWARE CERTIFICATEOFCONVERSION

FROMADELAWARESTATUTORYTRUST TO A NON-DELAWARE ENTITY PURSUANT TO SECTION 3821 OFTHE STATUTORY TRUST CODE

1.) The name of the Statutory Trust is

FSGlobalCreditOpportunitiesFund.

(If changed,the name under which it’s certificate of trust was originally filed:)

2.)ThedateoffilingofitsoriginalcertificateoftrustwiththeSecretaryofStateis

January28,2013.

3.)Thejurisdictioninwhichthebusinessform,towhichthestatutorytrustshallbe converted, is organized, formed or created isMaryland                      .

4.)Theconversionhasbeenapprovedinaccordancewiththissection;

5.)ThestatutorytrustmaybeservedwithprocessintheStateofDelawareinanyaction, suitorproceedingforenforcementofanyobligationofthestatutorytrustarisingwhileit was a statutory trust of the State of Delaware, and that it irrevocably appoints the Secretary of State as its agent to accept service of process in any such action, suit or proceeding.

6.)TheaddresstowhichacopyoftheprocessshallbemailedtobytheSecretaryofState is 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112                .

[Signaturepagefollows]

InWitnessWhereof,theundersignedhaveexecutedthisCertificateofConversiononthis   14           day of March          ,  A.D. 2022          .

TRUSTEES:

MichaelForman

/s/ Michael Forman

Barbara J. Fouss
/s/ Barbara J. Fouss

Walter W. Buckley, III
/s/ Walter W. Buckley, III

Philip E. Hughes, Jr.
/s/ Philip E. Hughes, Jr

Robert N.C. Nix, III
/s/ Robert N.C. Nix, III

INTERNAL CONTROL RPT

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of FS Credit Opportunities Corp.

In planning and performing our audit of the financial statements of FS Credit Opportunities Corp. (the “Fund”) as of and for the year ended December 31, 2022, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), we considered the Fund’s internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-CEN, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

The management of the Fund is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Fund’s annual or interim financial statements will not be prevented or detected on a timely basis.

Our consideration of the Fund’s internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the PCAOB. However, we noted no deficiencies in the Fund’s internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be a material weakness as defined above as of December 31, 2022.

This report is intended solely for the information and use of management and the Board of Directors of FS Credit Opportunities Corp. and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

February 28, 2023

MATERIAL AMENDMENTS

ARTICLES OF INCORPORATION
OF
FS CREDIT OPPORTUNITIES CORP.

The undersigned, Emily A. Higgs, whose address is c/o Miles & Stockbridge P.C., 100 Light Street, Baltimore, Maryland 21202, being at least eighteen (18) years of age, having been duly authorized to execute and file these Articles of Incorporation, does hereby act as an incorporator and form a corporation under and by virtue of the laws of the State of Maryland.

ARTICLE I
NAME

The name of the corporation is FS Credit Opportunities Corp. (the “Corporation”).

ARTICLE II
PURPOSE

The purpose for which the Corporation is formed is to conduct, operate, and carry on the business of a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). In furtherance of the foregoing, it shall be the purpose of the Corporation to do everything necessary, suitable, convenient or proper for the conduct, promotion and attainment of any businesses and purposes which at any time may be incidental or may appear conducive or expedient for the accomplishment of the business of a closed-end management investment company registered under the 1940 Act and which may be engaged in or carried on by a corporation organized under the by the Maryland General Corporation Law as now or hereafter in force (the “MGCL”), and in connection therewith the Corporation shall have the power and authority to engage in the foregoing and may exercise and enjoy all of the powers, rights privileges granted to, or conferred upon, corporations by the MGCL.

The Corporation shall have all of the powers granted to corporations by the MGCL and all other powers that are not inconsistent with law and are appropriate to promote and attain the purposes set forth in this charter. Without limiting the generality of the foregoing sentence, the Corporation shall have the general powers set forth in Section 2-103 of the MGCL.

ARTICLE III
RESIDENT AGENT AND PRINCIPAL OFFICE

The name and address of the resident agent of the Corporation in Maryland is The Corporation Trust Incorporated, 2405 York Road, Suite 201, Lutherville Timonium, Maryland 21093. The street address of the principal office of the Corporation in the State of Maryland is The Corporation Trust Incorporated, 2405 York Road, Suite 201, Lutherville Timonium, Maryland 21093.

ARTICLE IV
PROVISIONS FOR DEFINING, LIMITING AND REGULATING CERTAIN POWERS OF THE CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS

Section 4.1.Number, Term and Election of Directors. The business and affairs of the Corporation shall be managed under the direction of the board of directors. The initial number of directors of the Corporation is five, which number may be increased or decreased from time to time by the board of directors pursuant to the bylaws of the Corporation (“Bylaws”). The names of the initial directors are set forth below. 

A majority of the board of directors shall be independent directors, except for a period of up to 60 days after the death, removal or resignation of an independent director pending the election of such independent director’s successor. A director is considered independent if he or she is not an “interested person” as that term is defined under Section 2(a)(19) of the 1940 Act.

The Corporation elects, at alltimes that it is eligible to so elect, to be subject to the provisions of Section 3-804(c) of the MGCL, subject to applicable requirements of the 1940 Act and except as may be provided by the board of directors in setting the terms of any class or series of Preferred Stock (as hereinafter defined), in order that any and all vacancies on the board of directors may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which such vacancy occurred and until a successor is duly elected and qualifies.

The directors shall be classified, with respect to the terms for which they severally hold office, into three classes, as nearly equal in number as possible as determined by the board of directors, one class to hold office initially for a term expiring at the next succeeding annual meeting of stockholders, another class to hold office initially for a term expiring at the second succeeding annual meeting of stockholders and another class to hold office initially for a term expiring at the third succeeding annual meeting of stockholders, with the members of each class to hold office until their successors are duly elected and qualify. At each annual meeting of the stockholders, the successors to the class of directors whose term expires at such meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election and until their successors are duly elected and qualify. Directors may be elected to an unlimited number of successive terms. The directors shall be initially classified as follows:

Class I       Barbara J. Fouss and Walter W. Buckley, III

Class II     Robert N.C. Nix, III and Philip E. Hughes, Jr.

Class III    Michael C. Forman

Each of Barbara J. Fouss, Walter W. Buckley, III, Robert N.C. Nix, III, Philip E. Hughes, Jr. and Michael C. Forman is a Continuing Director as defined in Section 6.2(b).

Section 4.2.Stockholder Actions. Subject to any provision of applicable binding law and except as expressly provided in Section 5.7, Section 6.2 and elsewhere in the charter and except for any voting requirements for the election of directors expressly set forth in the Bylaws, notwithstanding any provision of law requiring an action to be approved by the affirmative vote of the holders of stock entitled to cast a greater or lesser number of votes, any such action shall be effective and valid if declared advisable and approved by the board of directors, and (a) approved by the affirmative vote of a majority of the shares of stock outstanding and entitled to vote on the matter, and (b) where a separate vote of one or more classes or series of shares of stock is required on any matter, approved by the affirmative vote of a majority of the shares of stock of such class or series of shares outstanding and entitled to vote on such matters shall be the act of the stockholders of such class or series with respect to such matter.

Section 4.3.Authorization by Board of Stock Issuance. The board of directors may authorize the issuance from time to time of stock of the Corporation of any class or series, whether now or hereafter authorized, or securities or rights convertible into stock of any class or series, whether now or hereafter authorized, without any action by the stockholders and for such consideration as the board of directors may deem advisable (or without consideration in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as may be set forth in the charter or the Bylaws.

Section 4.4.Quorum. Except as otherwise set forth in the Bylaws, the presence in person or by proxy of the holders of stock of the Corporation entitled to cast one third of the votes entitled to be cast at the meeting shall constitute a quorum at any meeting of stockholders, except with respect to any such matter that, under applicable statutes, regulatory requirements or the provisions of this charter, requires approval by a separate vote of one or more classes of stock, in which case the presence in person or by proxy of the holders of stock entitled to cast one third of the votes entitled to be cast by each such class on such a matter shall constitute a quorum.

Section 4.5.Preemptive Rights. Except as may be provided by the board of directors in setting the terms of classified or reclassified stock pursuant to Section 5.4 or as may otherwise be provided by contract approved by the board of directors, no holder of stock of the Corporation shall, as such holder, have any preemptive right to purchase or subscribe for any additional stock of the Corporation or any other security of the Corporation which it may issue or sell.

Section 4.6.Appraisal Rights. Except as may be provided by the board of directors in setting the terms of any class or series of Preferred Stock and except as contemplated by Section 3-708 of the MGCL, no stockholder of the Corporation shall be entitled to exercise the rights of an objecting stockholder under Title 3, Subtitle 2 of the MGCL or any successor provision thereto in connection with any transaction.

Section 4.7.Determinations by Board. The determination as to any of the following matters, made in good faith by or pursuant to the direction of the board of directors consistent with the charter shall be final and conclusive and shall be binding upon the Corporation and every stockholder: the amount of the net income of the Corporation for any period and the amount of assets at any time legally available for the payment of dividends, redemption of its stock or the payment of other distributions on its stock; the amount of stated capital, capital surplus, net assets, other surplus, annual or other net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of any class or series of stock of the Corporation; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Corporation or any stock of the Corporation; any matter relating to the acquisition, holding and disposition of any assets by the Corporation; or any other matter relating to the business and affairs of the Corporation or required or permitted by applicable law, the charter or the Bylaws or otherwise to be determined by the board of directors.

Section 4.8.Removal of Directors. Subject to the rights of holders of one or more classes or series of Preferred Stock to elect or remove one or more directors, any director, or the entire board of directors, may be removed from office at any time only for cause and only by the affirmative vote of at least two-thirds of the shares of stock outstanding and entitled to vote generally in the election of directors. For the purpose of this paragraph, “cause” shall mean, with respect to any particular director, conviction of a felony or a final judgment of a court of competent jurisdiction holding that such director caused demonstrable, material harm to the Corporation through bad faith or active and deliberate dishonesty.

ARTICLE V
STOCK

Section 5.1.Authorized Stock. The Corporation has authority to issue 800,000,000 shares of stock, of which 750,000,000 shares are classified as common stock, $0.001 par value per share (“Common Stock”), and 50,000,000 shares are classified as preferred stock, $0.001 par value per share (“Preferred Stock”), with 400,000 shares of the Preferred Stock further classified as follows: 45,000 shares classified as Term Preferred Shares, Series 2023-Floating Rate (the “Series 2023-A Term Preferred Shares”), 55,000 shares classified as Term Preferred Shares, Series 2023 – Fixed Rate (the “Series 2023-B Term Preferred Shares”), 100,000 shares classified as Term Preferred Shares, Series 2026 (the “Series 2026 Term Preferred Shares”), 50,000 shares classified as Term Preferred Shares, Series 2025 (the “Series 2025 Term Preferred Shares”), 50,000 shares classified as Term Preferred Shares, Series 2025-2 (the “Series 2025-2 Term Preferred Shares”) and 100,000 shares classified as Term Preferred Shares, Series 2027 (the “Series 2027 Term Preferred Shares”), and each with the preferences, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption, in addition to those required by applicable law and those that are expressly set forth in the charter and the Bylaws, as are set forth in the Supplement attached hereto as Exhibit A. The aggregate par value of all authorized stock having par value is $800,000. A majority of the entire board of directors without any action by the stockholders of the Corporation, may amend the charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue. Each share of stock of the Corporation shall entitle the holder thereof to one vote for each full share, and a fractional vote for each fractional share of stock, irrespective of the class or series. On any matter submitted to a vote of stockholders, all shares of the Corporation then issued and outstanding and entitled to vote shall be voted in the aggregate and not by class or series except that (a) when otherwise expressly required by the MGCL or the 1940 Act, shares shall be voted by individual class or series, and (b) only shares of the respective classes and series are entitled to vote on matters concerning only that class and series.

Section 5.2.Common Stock. Except as otherwise provided in this charter, and subject to the express terms of any class or series of Preferred Stock, holders of Common Stock shall have the exclusive right to vote on all matters as to which a stockholder is entitled to vote pursuant to applicable law at all meetings of stockholders. In the event of any voluntary or involuntary liquidation, dissolution or winding up, the aggregate assets available for distribution to holders of Common Stock shall be determined in accordance with applicable law and the charter. Each holder of Common Stock shall be entitled to receive, ratably with each other holder of Common Stock, that portion of the assets available for distribution as the number of outstanding shares of stock of such class held by such holder bears to the total number of outstanding shares of stock of such class then outstanding.

Section 5.3.Preferred Stock. The board of directors may issue shares of Preferred Stock or classify or reclassify any unissued shares of Preferred Stock from time to time, in one or more classes or series of Preferred Stock by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of the stock.

Section 5.4.Classified or Reclassified Shares. The board of directors may classify or reclassify any unissued shares of stock of the Corporation from time to time, in one or more classes or series of Common Stock or Preferred Stock by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of the stock. Prior to issuance of classified or reclassified shares of any class or series, the board of directors by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of stock of the Corporation; (b) specify the number of shares to be included in the class or series; (c) set or change, subject to the express terms of any class or series of stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of the State of Maryland (“SDAT”). Any of the terms of any class or series of stock set or changed pursuant to clause (c) of this Section 5.4 may be made dependent upon facts or events ascertainable outside the charter (including determinations by the board of directors or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of stock is clearly and expressly set forth in the articles supplementary filed with SDAT, or other charter document.

Section 5.5.Inspection of Books and Records. A stockholder that is otherwise eligible under applicable law to inspect the Corporation’s books of account, stock ledger, or other specified documents of the Corporation shall have no right to make such inspection if the board of directors determines that such stockholder has an improper purpose for requesting such inspection.

Section 5.6.Charter and Bylaws. All persons who shall acquire stock in the Corporation shall acquire the same subject to the provisions of the charter and the Bylaws. The board of directors of the Corporation shall have the exclusive power to make, alter, amend or repeal the Bylaws.

Section 5.7.Transfer Restrictions. Subject to the approval of the board of directors and the affirmative vote of a majority of the shares of Common Stock cast at any meeting of the holders of Common Stock at which a quorum is present, during the Restricted Period, a stockholder shall not transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber (collectively, “Transfer”) any shares of Common Stock acquired prior to a Listing to any person or entity unless (i) the board of directors provides prior written consent and (ii) the Transfer is made in accordance with applicable securities and other laws. The “Restricted Period” is 90 days after the date of the Listing for two-thirds of the shares of Common Stock held by a stockholder prior to the date of the Listing, and 180 days after the date of the Listing for one-third of the shares of Common Stock held by a stockholder prior to the date of the Listing. The Board may impose certain conditions in connection with granting its consent to a Transfer. Any purported Transfer of any shares of Common Stock effected in violation of this Section 5.7 shall be void ab initio and shall have no force or effect, and the Corporation shall not register or permit registration of (and shall direct its transfer agent, if any, not to register or permit registration of) any such purported Transfer on its books and records.

ARTICLE VI
AMENDMENTS; CERTAIN EXTRAORDINARY ACTIONS; REDEMPTION

Section 6.1.Amendments Generally. The Corporation reserves the right from time to time to make any amendment to the charter, now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the charter, of any shares of outstanding stock. All rights and powers conferred by the charter on stockholders, directors and officers are granted subject to this reservation.

Section 6.2.Approval of Certain Charter Amendments and Dissolution.

(a)The affirmative vote of at least 80% of the shares of stock outstanding and entitled to vote on the matter, with each class that is entitled to vote on the matter voting as a separate class, shall be necessary to effect:

(i)Any amendment to the charter to make the Common Stock a “redeemable security” or to convert the Corporation, whether by merger or otherwise, from a “closed-end company” to an “open-end company” (as such terms are defined in the 1940 Act);

(ii)The liquidation or dissolution of the Corporation and any amendment to the charter of the Corporation to effect any such liquidation or dissolution; and

(iii)Any amendment to Section 4.1, Section 4.2, Section 4.7, Section 4.8, Section 6.1 or this Section 6.2;

provided, however, that, if the Continuing Directors (as defined herein) then on the board of directors, by a vote of at least two-thirds of such Continuing Directors, in addition to approval by the board of directors, approve such proposal or amendment, the affirmative vote of a majority of the shares of stock outstanding and entitled to vote on the matter shall be required to approve such matter.

(b)Continuing Directors. “Continuing Directors” means the directors identified in Article Iv, Section 4.1 and the directors whose nomination for election by the stockholders or whose election by the directors to fill vacancies is approved by a majority of the Continuing Directors then on the board of directors.

Section 6.3.Redemption. All shares of capital stock of the Corporation of a stockholder with an account balance that is below the minimum account balance threshold, as determined by the board of directors from time to time, shall be subject to redemption by the Corporation, in the sole discretion of the board of directors, at the redemption price of such shares as in effect from time to time as may be determined by the board of directors in accordance with the provisions hereof, subject to the right of the board of directors to postpone the date of payment of such redemption price in accordance with provisions of applicable law. The redemption price of shares of capital stock of the Corporation shall be the net asset value thereof as determined by the board of directors from time to time in accordance with the provisions of applicable law, less such redemption fee or other charge, if any, as may be fixed by resolution of the board of directors. Payment of the redemption price shall be made in cash by the Corporation at such time and in such manner as may be determined form time to time by the board of directors. This Section 6.3 shall be deemed terminated and of no force or effect on the effective date of the initial Registration Statement relating to the shares of Common Stock under the Securities Act of 1933, as amended.

ARTICLE VII
LIMITATION OF LIABILITY; INDEMNIFICATION AND ADVANCE OF EXPENSES

Section 7.1.Limitation of Stockholder Liability. No stockholder shall be liable for any debt, claim, demand, judgment or obligation of any kind of, against or with respect to the Corporation by reason of being a stockholder, nor shall any stockholder be subject to any personal liability whatsoever, in tort, contract or otherwise, to any Person in connection with the Corporation’s assets or the affairs of the Corporation by reason of being a stockholder. The term “Person” shall mean an individual, corporation, partnership, estate, trust (including a trust qualified under Sections 401(a) or 501(c)(17) of the Internal Revenue Code of 1986, as amended (the “Code”)), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity and also includes a group as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

Section 7.2.Limitation of Director and Officer Liability. To the fullest extent permitted by Maryland law, no director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages. Neither the amendment nor repeal of this Section 7.2, nor the adoption or amendment of any other provision of the charter or Bylaws inconsistent with this Section 7.2, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

Section 7.3.Indemnification. The Corporation shall have the power to indemnify, and pay or reimburse reasonable expenses in advance of final disposition of a proceeding to, (i) any individual who is a present or former director or officer of the Corporation and who is made or threatened to be made a party to a proceeding by reason of his or her service in that capacity, and (ii) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner, member, manager or trustee of any corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to a proceeding by reason of his or her service in such capacity and from and against any claim or liability to which such person may become subject or which such person may incur, in each case to the fullest extent permitted by Maryland law. The Corporation may, with the approval of the board of directors or any duly authorized committee thereof, provide such indemnification and advancement of expenses to a Person who served a predecessor of the Corporation in any of the capacities described in (i) or (ii) above and to any employee or agent of the Corporation or a predecessor of the Corporation.

Section 7.4.Express Exculpatory Clauses in Instruments. Neither the stockholders nor the directors, officers, employees or agents of the Corporation shall be liable under any written instrument creating an obligation of the Corporation by reason of their being stockholders, directors, officers, employees or agents of the Corporation, and all Persons shall look solely to the Corporation’s net assets for the payment of any claim under or for the performance of that instrument. The omission of the foregoing exculpatory language from any instrument shall not affect the validity or enforceability of such instrument and shall not render any stockholder, director, officer, employee or agent liable thereunder to any third party, nor shall the directors or any officer, employee or agent of the Corporation be liable to anyone as a result of such omission.

Section 7.5.1940 Act. The provisions of this Article VII shall be subject to any applicable limitations of the 1940 Act.

Section 7.6.Amendment or Repeal. Neither the amendment nor repeal of this Article VII, nor the adoption or amendment of any other provision of the charter or Bylaws inconsistent with Article VII, shall apply to or affect in any respect the applicability of the preceding sections of this Article VII with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

Section 7.7.Non-exclusivity. The indemnification and advancement of expenses provided or authorized by this Article VII shall not be deemed exclusive of any other rights, by indemnification or otherwise, to which a director or officer may be entitled under the bylaws, a resolution of stockholders or directors, an agreement or otherwise.

ARTICLE VIII
EFFECTIVE TIME

These Articles of Incorporation shall be effective as of March 23, 2022.

IN WITNESS WHEREOF, I hereby execute these Articles of Incorporation and acknowledge the same to be my act on this 22nd day of March, 2022.

/s/ Emily A. Higgs_______________

Emily A. Higgs

EXHIBIT A

Preferred Stock

[see attached]

FS CREDIT OPPORTUNITIES CORP.
SUPPLEMENT TO THE CHARTER ESTABLISHING
AND FIXING THE RIGHTS AND PREFERENCES
OF THE TERM PREFERRED SHARES

RECITALS

WHEREAS, the board of directors (the “Directors”) of FS Credit Opportunities Corp., a Maryland corporation (the “Corporation”), is authorized pursuant to Article V of the Corporation’s charter (which, as hereafter restated or amended from time to time, is herein called the “Charter”), to issue shares of preferred stock of the Corporation in one or more classes and series, with such rights, powers, preferences and privileges as the Directors see fit, all without the approval of the stockholders of the Corporation (the “Stockholders”).

WHEREAS, the Board of Directors has authorized this Supplement to establish and fix the rights and preferences of shares of preferred stock of the Corporation, such shares to be classified as Term Preferred Shares and such Term Preferred Shares to be issued in one or more series (each such series, a “Series”); and

WHEREAS, the rights, powers, preferences and privileges of each Series of Term Preferred Shares are set forth in this Supplement, as modified, amended or supplemented in an appendix hereto (each an “Appendix” and collectively the “Appendices”) specifically relating to such Series (each such Series being referred to herein as a “Series of Term Preferred Shares,” “Term Preferred Shares of a Series,” “Term Preferred Shares of any Series” or a “Series,” and shares of all such Series being referred to herein individually as a “Term Preferred Share” and collectively as the “Term Preferred Shares”).

NOW, THEREFORE, in consideration of the foregoing, the Board of Directors does hereby supplement the Charter to authorize the issuance by the Corporation of each Series of Term Preferred Shares as hereinafter set forth.

I DEFINITIONS

1.1.Definitions. Unless the context or use indicates another or different meaning or intent and except with respect to any Series as specifically provided in the Appendix applicable to such Series, each of the following terms when used in this Supplement shall have the meaning ascribed to it below, whether such term is used in the singular or plural and regardless of tense:

“1940 Act” means the Investment Company Act of 1940, as amended, or any successor statute.

“1940 Act Asset Coverage” means “asset coverage,” as defined in Section 18(h) of the 1940 Act of at least 200% with respect to all outstanding senior securities of the Corporation which are shares of stock for purposes of the 1940 Act, including all outstanding Term Preferred Shares (or such other asset coverage as may in the future be specified in or under the 1940 Act as the minimum asset coverage for senior securities which are shares of stock of a closed-end investment company).

“Adviser” means FS Global Advisor, LLC, or such other entity as shall be then serving as the investment adviser of the Corporation, and shall include, as appropriate, any sub-adviser duly appointed by the Adviser.

“Appendices” and “Appendix” shall have the respective meanings set forth in the Recitals of this Supplement.

“Asset Coverage” means “asset coverage,” as defined for purposes of Section 18(h) of the 1940 Act, of a class of senior securities of the Corporation which is stock, determined on the basis of values calculated as of a time within 48 hours (only including Business Days) next preceding the time of such determination.

“Asset Coverage Cure Date” means, with respect to the failure by the Corporation to maintain Asset Coverage of the Term Preferred Shares of at least 225% as of the close of business on each Business Day (as required by Section 2.4(a) of this Supplement), the date that is 10 Business Days following the close of business on such Business Day.

“Asset Coverage Redemption Price” shall have the meaning set forth in Section 2.5(b)(ii) of this Supplement.

“Board of Directors” means the Board of Directors of the Corporation or any duly authorized committee thereof as permitted by applicable law.

“Business Day” means any day (i) other than a day on which commercial banks in The City of New York, New York are required or authorized by law or executive order to close and (ii) on which the New York Stock Exchange is not closed.

“Bylaws” means the Bylaws of the Corporation as amended from time to time.

“Charter” shall have the meaning set forth in the Recitals of this Supplement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Shares” means the Shares (as defined in the Charter) that do not have priority over any other class or series of Shares as to distributions of assets or payments of dividends.

“Common Stock” shall have the meaning set forth in Article V.

“Concentration Limit” means, with respect to the investments of the Corporation in all issuers in a consolidated group of corporations or other entities in accordance with GAAP, 5% of the Market Value of the Corporation’s assets, provided that, with respect to up to five (5) such issuers, 7% of the Market Value of the Corporation’s assets.

“Corporation” shall have the meaning set forth in the Recitals to this Supplement.

“Corrective Action” means, for the purpose of allowing the Corporation to comply with the Asset Coverage requirements set forth in Section 2.4(a) of this Supplement, (i) an Irrevocable Deposit to fund the redemption of Preferred Shares; (ii) the repayment of indebtedness of the Corporation; (iii) corrective trades involving Corporation assets; or (iv) any combination of the actions described in clauses (i) through (iii) of this definition.

“Custodian” means a bank, as defined in Section 2(a)(5) of the 1940 Act, that has the qualifications prescribed in paragraph 1 of Section 26(a) of the 1940 Act, or such other entity as shall be providing custodian services to the Corporation as permitted by the 1940 Act or any rule, regulation, or order thereunder, and shall include, as appropriate, any similarly qualified sub-custodian duly appointed by the Custodian.

“Custodian Agreement” means any Custodian Agreement by and between the Custodian and the Corporation.

“Date of Original Issue” means, with respect to any Series, the date specified as the Date of Original Issue for such Series in the Appendix hereto relating to such Series.

“Default” means a Dividend Default or a Redemption Default.

“Default Rate” means, with respect to any Series of Term Preferred Shares, the sum of the applicable Dividend Rate for such Series plus 5.00% per annum.

“Deposit Securities” means, as of any date, any United States dollar-denominated security or other investment of a type described below that either (i) is a demand obligation payable to the holder thereof on any Business Day or (ii) has a maturity date, mandatory redemption date or mandatory payment date, on its face or at the option of the holder, preceding the relevant Redemption Date, Dividend Payment Date or other payment date in respect of which such security or other investment has been deposited or set aside as a Deposit Security:

(1)        cash or any cash equivalent;

(2)        any U.S. Government Obligation;

(3)        any investment in any money market fund registered under the 1940 Act that qualifies under Rule 2a-7 under the 1940 Act, or similar investment vehicle described in Rule 12d1-1(b)(2) under the 1940 Act, in each case, that invests principally in U.S. Government Obligations; or

(4)        any letter of credit from a bank or other financial institution that has a credit rating from at least one NRSRO that is the highest applicable rating generally ascribed by such NRSRO to bank deposits or short-term debt of banks or such other financial institutions as of the date of this Supplement (or such rating’s future equivalent).

“Dividend Default” shall have the meaning set forth in Section 2.2(g) of this Supplement.

“Dividend Payment Date” means, with respect to any Series, each of the Dividend Payment Dates for such Series of Term Preferred Shares set forth in the Appendix hereto relating to such Series.

“Dividend Period” means, with respect to any Series, the Dividend Period for such Series set forth in the Appendix hereto relating to such Series.

“Dividend Rate” means, with respect to any Series and as of any date, the rate per annum specified as the Dividend Rate for such Series as of such date in the Appendix hereto relating to such Series, as adjusted (if applicable) in accordance with the provisions of Section 2.2(g) of this Supplement.

“Director” means a member of the Board of Directors.

“Directors” shall have the meaning set forth in the Recitals of this Supplement.

“Electronic Means” means email transmission, facsimile transmission, or electronic transmission (as defined in the MGCL) (but excluding online communications systems covered by a separate agreement) acceptable to the sending party and the receiving party, in any case if operative as between any two parties, or, if not operative, by telephone (promptly confirmed by any other operative method set forth in this definition).

“Equity Restriction” means, with respect to the investments of the Corporation in Equity Securities, other than Equity Securities issued by other investment companies and funds that invest primarily in securities other than Equity Securities and assets that the Corporation receives in exchange for credit instruments as part of a reorganization process, 20% of the Corporation’s net assets (plus the amount of any borrowings for investment purposes).

“Equity Securities” means common stock and securities representing equity tranches of collateralized loan obligations, and options and other derivatives thereon.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Financing Arrangement” shall have the meaning set forth in Section 2.5(b)(i) of this Supplement.

“Holder” means, with respect to the Term Preferred Shares of any Series or any other security issued by the Corporation, a Person in whose name such security is registered in the registration books of the Corporation maintained by the Redemption and Paying Agent or otherwise.

“Irrevocable Deposit” means, with respect to the Term Preferred Shares, the irrevocable deposit with the Redemption and Paying Agent of Deposit Securities or, with respect to other Preferred Shares, the irrevocable deposit with the paying agent for such other Preferred Shares of funds or securities (in accordance with the terms of such other Preferred Shares).

“Liquidation Preference” means, with respect to any Series, the amount specified as the liquidation preference per share for that Series in the Appendix hereto relating to such Series.

“Market Value” of any asset of the Corporation means, for securities for which market quotations are readily available, the market value thereof determined by an independent third-party pricing service designated from time to time by the Board of Directors. The Market Value of any asset shall include any interest accrued thereon. The pricing service values portfolio securities at the quoted bid price or the yield equivalent when quotations are readily available. Securities for which market quotations are not readily available are valued at fair value as determined by the pricing service or, in the case of good faith disputes on the part of the Board of Directors as to the fair value of such securities, the Board of Directors may determine the fair value thereof in accordance with the Corporation’s valuation policies and procedures. Fair valuations will typically be provided by the pricing service using methods that include, without limitation, consideration of: yields or prices of instruments, obligations, securities or other instruments of comparable quality, type of issue, coupon, maturity and rating; indications as to value from dealers; and general market conditions. The pricing service may employ electronic data processing techniques or a matrix system, or both, to determine recommended valuations.

“MGCL” shall have the meaning set forth in Article III.

“Moody’s” means Moody’s Investors Service, Inc. and any successor or successors thereto.

“Notice of Redemption” shall have the meaning set forth in Section 2.5(d)(i) of this Supplement.

“NRSRO” means any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act that is not an “affiliated person” (as defined in Section 2(a)(3) of the 1940 Act) of the Corporation.

“Optional Redemption Date” shall have the meaning set forth in Section 2.5(c)(i) of this Supplement.

“Optional Redemption Premium” means, with respect to any Series of Term Preferred Shares, the premium (expressed as a percentage of the Liquidation Preference of the Term Preferred Shares of such Series) payable by the Corporation upon the redemption of Term Preferred Shares of such Series at the option of the Corporation, as set forth in the Appendix hereto relating to such Series.

“Optional Redemption Price” shall have the meaning set forth in Section 2.5(c)(i) of this Supplement.

“Outstanding” means, as of any date with respect to Term Preferred Shares of any Series, the number of Term Preferred Shares of such Series theretofore issued by the Corporation except (without duplication):

(a)any Term Preferred Shares of such Series theretofore cancelled or redeemed or delivered to the Redemption and Paying Agent for cancellation or redemption in accordance with the terms hereof;

(b)any Term Preferred Shares of such Series as to which the Corporation shall have given a Notice of Redemption and irrevocably deposited with the Redemption and Paying Agent Deposit Securities with an aggregate Market Value sufficient to redeem such shares in accordance with Section 2.5 hereof;

(c)any Term Preferred Shares of such Series as to which the Corporation shall be the Holder; and

(d)any Term Preferred Shares of such Series represented by any security certificate in lieu of which any new security certificate has been executed and delivered by the Corporation.

“Person” means and includes natural persons, corporations, partnerships, limited partnerships, statutory trusts and foreign statutory trusts, trusts, limited liability companies, associations, joint ventures, estates, and any other individual or entity, whether or not a legal entity, in its own or any representative capacity, and governments and agencies and political subdivisions thereof, in each case whether domestic or foreign.

“Preferred Shares” means Shares issued by the Corporation, including the Term Preferred Shares of each Series, that have priority over the Common Shares or any other class of Shares as to distribution of assets or payments of dividends.

“Preferred Stock” shall have the meaning set forth in Article V.

“Prohibited Transferee List” shall have the meaning set forth in Section 2.18(a) of this Supplement.

“Rating Agencies” means, as of any date and in respect of a Series of Term Preferred Shares, (i) Moody’s, to the extent it maintains a rating on the Term Preferred Shares of such Series on such date and has not been replaced as a Rating Agency in accordance with Section 2.7 of this Supplement and (ii) any other NRSRO designated as a Rating Agency on such date in accordance with Section 2.7 of this Supplement. Moody’s has initially been designated as a Rating Agency for purposes of the Term Preferred Shares subject to this Supplement. In the event that at any time any Rating Agency (i) ceases to be a Rating Agency for purposes of any Series of Term Preferred Shares and such Rating Agency has been replaced by another Rating Agency in accordance with Section 2.7 of this Supplement, any references to any credit rating of the replaced Rating Agency in this Supplement or any Appendix shall be deleted for purposes hereof as provided below and shall be deemed instead to be references to the equivalent credit rating of the Rating Agency that has replaced such Rating Agency as of the most recent date on which such replacement Rating Agency published credit ratings for such Series of Term Preferred Shares or (ii) designates a new rating definition for any credit rating of such Rating Agency with a corresponding replacement rating definition for such credit rating of such Rating Agency, any references to such replaced rating definition of such Rating Agency contained in this Supplement or any Appendix shall instead be deemed to be references to such corresponding replacement rating definition. In the event that at any time the designation of any Rating Agency as a Rating Agency for purposes of any Series of Term Preferred Shares is terminated in accordance with Section 2.7 of this Supplement, any rating of such terminated Rating Agency, to the extent it would have been taken into account in any of the provisions of this Supplement or the Appendix for such Series of Term Preferred Shares, shall be disregarded, and only the ratings of the then-designated Rating Agencies for such Series of Term Preferred Shares shall be taken into account for purposes of this Supplement and such Appendix.

“Rating Agency Guidelines” means the guidelines of any Rating Agency, as such guidelines may be amended or modified from time to time, compliance with which is required to cause such Rating Agency to continue to issue a rating with respect to a Series of Term Preferred Shares for so long as any Term Preferred Shares of such Series are Outstanding.

“Redemption and Paying Agent” means, with respect to any Series of Term Preferred Shares, DST System, Inc., its successors or any other redemption and paying agent appointed by the Corporation with respect to such Series.

“Redemption and Paying Agent Agreement” means, with respect to any Series, the Adoption Agreement to the Second Amended and Restated Agency Agreement and the Ancillary Agreements set forth therein by and among the Redemption and Paying Agent, the Corporation and the other entities party thereto, as the same may be amended, restated or modified from time to time, or any similar agreement between the Corporation and any other redemption and paying agent appointed by the Corporation.

“Redemption Date” shall have the meaning set forth in Section 2.5(d)(i) of this Supplement.

“Redemption Default” shall have the meaning set forth in Section 2.2(g) of this Supplement.

“Redemption Price” shall mean the Term Redemption Price, the Mandatory Redemption Price or the Optional Redemption Price, as applicable.

“SDAT” shall have the meaning set forth in Section 5.4.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Depository” means The Depository Trust Company and its successors and assigns or any other securities depository selected by the Corporation that agrees to follow the procedures required to be followed by such securities depository as set forth in this Supplement with respect to the Term Preferred Shares.

“Series” and “Series of Term Preferred Shares” shall have the meanings set forth in the Recitals of this Supplement.

“Series 2023-A Term Preferred Shares” shall have the meaning set forth in Article V.

“Series 2023-B Term Preferred Shares” shall have the meaning set forth in Article V.

“Series 2025 Term Preferred Shares” shall have the meaning set forth in Article V.

“Series 2025-2 Term Preferred Shares” shall have the meaning set forth in Article V.

“Series 2026 Term Preferred Shares” shall have the meaning set forth in Article V.

“Series 2027 Term Preferred Shares” shall have the meaning set forth in Article V.

“Supplement” means this Supplement to the Charter Establishing and Fixing the Rights and Preferences of the Term Preferred Shares, as it may be amended from time to time in accordance with its terms.

“Stockholders” shall have the meaning set forth in the Recitals of this Supplement.

“Term Preferred Share” and “Term Preferred Shares” shall have the meaning set forth in the Recitals of this Supplement.

“Term Preferred Shares of a Series” shall have the meaning set forth in the Recitals of this Supplement.

“Term Preferred Shares of any Series” shall have the meaning set forth in the Recitals of this Supplement.

“Term Redemption Date” means, with respect to any Series, the date specified as the Term Redemption Date in the Appendix hereto relating to such Series.

“Term Redemption Price” shall have the meaning set forth in Section 2.5(a) of this Supplement.

“U.S. Government Obligations” means direct obligations of the United States or of its agencies or instrumentalities that are entitled to the full faith and credit of the United States and that, other than United States Treasury Bills, provide for the periodic payment of interest and the full payment of principal at maturity or call for redemption.

“Voting Period” shall have the meaning set forth in Section 2.6(b)(i) of this Supplement.

With respect to any Series, any additional definitions specifically set forth in the Appendix relating to such Series and any amendments to any definitions specifically set forth in the Appendix relating to such Series, as such Appendix may be amended from time to time, shall be incorporated herein and made part hereof by reference thereto, but only with respect to such Series.

1.2.Interpretation. The headings preceding the text of Sections included in this Supplement are for convenience only and shall not be deemed part of this Supplement or be given any effect in interpreting this Supplement. The use of the masculine, feminine or neuter gender or the singular or plural form of words herein shall not limit any provision of this Supplement. The use of the terms “including” or “include” shall in all cases herein mean “including, without limitation” or “include, without limitation,” respectively. Reference to any Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually. Reference to any agreement (including this Supplement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof. Except as otherwise expressly set forth herein, reference to any law means such law as amended, modified, codified, replaced or re-enacted, in whole or in part, including rules, regulations, enforcement procedures and any interpretations promulgated thereunder. Underscored references to Sections shall refer to such portions of this Supplement. The use of the terms “hereunder,” “hereof,” “hereto” and words of similar import shall refer to this Supplement as a whole and not to any particular Article, Section or clause of this Supplement.

II TERMS APPLICABLE TO ALL SERIES OF
TERM PREFERRED SHARES

Except for such changes and amendments hereto with respect to a Series of Term Preferred Shares that are specifically contemplated by the Appendix relating to such Series, each Series of Term Preferred Shares shall have the following terms:

2.1.Number of Shares; Ranking. (a)(a) The number of authorized shares constituting any Series of Term Preferred Shares shall be as set forth with respect to such Series in the Appendix hereto relating to such Series. No fractional Term Preferred Shares shall be issued.

(b)The Term Preferred Shares of each Series shall rank on a parity with Term Preferred Shares of each other Series and with shares of any other series of Preferred Shares now existing or which may be issued in the future as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Corporation. The Term Preferred Shares of each Series shall have preference with respect to the payment of dividends and as to distribution of assets upon dissolution, liquidation or winding up of the affairs of the Corporation over the Common Shares as set forth herein.

(c)No Holder of Term Preferred Shares shall have, solely by reason of being such a Holder, any preemptive or other right to acquire, purchase or subscribe for any Term Preferred Shares or Common Shares or other securities of the Corporation which it may hereafter issue or sell.

2.2.Dividends and Distributions. (a)(a) The Holders of Term Preferred Shares of a Series shall be entitled to receive, when, as and if declared by, or under authority granted by, the Board of Directors, out of funds legally available for the payment thereof and in preference to dividends and other distributions on Common Shares, cumulative cash dividends and other distributions on each share of such Series at the Dividend Rate in effect during such Dividend Period for such Series applied to the Liquidation Preference for such Series. Dividends and other distributions on the Term Preferred Shares of a Series shall accumulate from the Date of Original Issue with respect to such Series. Dividends payable on Term Preferred Shares of a Series in respect of any period of less than a full Dividend Period, including in connection with the first Dividend Period of such Series or upon any redemption of Term Preferred Shares of such Series, shall be computed on the basis of a 360-day year consisting of 12 30-day months and the actual number of days elapsed for any period of less than one month.

(b)Subject to Section 2.2(a) of this Supplement, dividends on Term Preferred Shares of each Series with respect to any Dividend Period shall be declared to the Holders of such shares as their names shall appear on the registration books of the Corporation at the close of business on each day in such Dividend Period and shall be paid as provided in Section 2.2(f) hereof.

(c)(i)        No full dividends or other distributions shall be declared or paid on shares of a Series of Term Preferred Shares for any Dividend Period, or part thereof, or on any other Preferred Shares unless full cumulative dividends and other distributions due through the most recent dividend payment dates therefor for all outstanding Preferred Shares (including shares of other Series of Term Preferred Shares) ranking on a parity with such Preferred Shares have been, or contemporaneously are, declared and paid through the most recent dividend payment dates therefor. If full cumulative dividends and other distributions due have not been declared and paid on all such outstanding Preferred Shares of any series, any dividends and other distributions being declared and paid on Term Preferred Shares of a Series and any other Preferred Shares will be declared and paid as nearly pro rata as possible in proportion to the respective amounts of dividends and other distributions accumulated but unpaid on each such series of Preferred Shares on the respective dividend payment dates for each such series. No Holders of Term Preferred Shares shall be entitled to receive any dividends and other distributions, whether payable in cash, property or shares, in excess of full cumulative dividends and other distributions as provided in this Section 2.2(c)(i) on such Term Preferred Shares.

(ii)For so long as any Term Preferred Shares are Outstanding, the Corporation shall not: (x) declare or pay any dividend or other distribution (other than a dividend or distribution paid in Common Shares) in respect of the Common Shares, (y) call for redemption or redeem, purchase or otherwise acquire for consideration any Common Shares, or (z) pay any proceeds of the liquidation of the Corporation in respect of the Common Shares, unless, in each case, (A) immediately thereafter, the Corporation shall have 1940 Act Asset Coverage after deducting the amount of such dividend or distribution or redemption or purchase price or liquidation proceeds, (B) all cumulative dividends and other distributions on all Term Preferred Shares and all cumulative dividends and other distributions on all other series of Preferred Shares ranking on a parity with the Term Preferred Shares, in each case due on or prior to the date of such Charter, payment, call for redemption, redemption, purchase or acquisition, as applicable, shall have been declared and paid (or shall have been declared and Deposit Securities (in the case of the Term Preferred Shares) or sufficient securities or funds (in accordance with the terms of such other Preferred Shares) for the payment thereof shall have been deposited irrevocably with the paying agent for such Preferred Shares) and (C) the Corporation shall have deposited Deposit Securities pursuant to and in accordance with the requirements of Section 2.5(d)(i) hereof with respect to Outstanding Term Preferred Shares of any Series to be redeemed pursuant to Section 2.5(a) or Section 2.5(b) hereof for which a Notice of Redemption shall have been given or shall have been required to be given in accordance with the terms hereof on or prior to the date of such Charter, payment, call for redemption, redemption, purchase or acquisition, as applicable.

(iii)Any dividend payment made on Term Preferred Shares of a Series shall first be credited against the dividends and other distributions accumulated with respect to the earliest Dividend Period for such Series for which dividends and other distributions have not been paid.

(d)Not later than 12:00 noon, New York City time, on the Dividend Payment Date for a Series of Term Preferred Shares, the Corporation shall deposit with the Redemption and Paying Agent Deposit Securities having an aggregate Market Value on such date sufficient to pay the dividends and other distributions that are payable on such Dividend Payment Date in respect of such Series. The Corporation may direct the Redemption and Paying Agent with respect to the investment or reinvestment of any such Deposit Securities so deposited prior to the Dividend Payment Date, provided that such investment consists exclusively of Deposit Securities and provided further that the proceeds of any such investment will be available as same day funds at the opening of business on such Dividend Payment Date.

(e)All Deposit Securities deposited with the Redemption and Paying Agent for the payment of dividends payable on a Series of Term Preferred Shares shall be held in trust for the payment of such dividends by the Redemption and Paying Agent for the benefit of the Holders of such Series entitled to the payment of such dividends pursuant to Section 2.2(f) of this Supplement. Any moneys paid to the Redemption and Paying Agent in accordance with the foregoing but not applied by the Redemption and Paying Agent to the payment of dividends, including interest earned on such moneys while so held, will, to the extent permitted by law, be repaid to the Corporation as soon as possible after the date on which such moneys were to have been so applied, upon request of the Corporation.

(f)Dividends on Term Preferred Shares of a Series shall be paid on each Dividend Payment Date for such Series to the Holders of shares of such Series as their names appear on the registration books of the Corporation at the close of business on the day immediately preceding such Dividend Payment Date (or, if such day is not a Business Day, the next preceding Business Day). Dividends in arrears on Term Preferred Shares of a Series for any past Dividend Period may be declared and paid at any time without reference to any regular Dividend Payment Date, to the Holders of shares of such Series as their names appear on the registration books of the Corporation on such date, not exceeding 15 calendar days preceding the payment date thereof, as may be fixed by the Board of Directors. No interest or sum of money in lieu of interest will be payable in respect of any dividend payment or payments on Term Preferred Shares of any Series which may be in arrears.

(g)The Dividend Rate on a Series of Term Preferred Shares shall be adjusted to the Default Rate for any date during a Dividend Period with respect to a Series of Term Preferred Shares on which the Corporation has failed to deposit with the Redemption and Paying Agent by 12:00 noon, New York City time, on (A) a Dividend Payment Date for such Series of Term Preferred Shares, Deposit Securities that will provide funds available to the Redemption and Paying Agent on such Dividend Payment Date sufficient to pay the full amount of any dividend on such Series of Term Preferred Shares payable on such Dividend Payment Date (a “Dividend Default”) and such Dividend Default has not ended as contemplated in this Section 2.2(g); or (B) an applicable Redemption Date for such Series, Deposit Securities that will provide funds available to the Redemption and Paying Agent on such Redemption Date sufficient to pay the full amount of the Redemption Price payable in respect of such Series of Term Preferred Shares on such Redemption Date (a “Redemption Default”) and such Redemption Default has not ended as contemplated in this Section 2.2(g). A Dividend Default or a Redemption Default on a Series of Term Preferred Shares shall end on the Business Day on which, by 12:00 noon, New York City time, an Irrevocable Deposit in an amount equal to all unpaid dividends on such Series of Term Preferred Shares or any unpaid Redemption Price on such Series of Term Preferred Shares, as applicable, shall have been made with the Redemption and Paying Agent. In the case of any Default on a Series of Term Preferred Shares, the Dividend Rate for such Series of Term Preferred Shares will be equal to the Default Rate for each calendar day on which such Default is in effect in respect thereof.

(h)Reporting of Default Rate. In the event that a Default Rate is in effect for an Outstanding Series of Term Preferred Shares, the Corporation shall, or shall request the Redemption and Paying Agent, on behalf of the Corporation, as soon as practicable (but in no event later than five (5) Business Days following the first day that such Default Rate is in effect), notify the Holders of the Term Preferred Shares of such Series on the first date on which the Default Rate was in effect by overnight delivery, by first class mail, postage prepaid or by Electronic Means, in each case reasonably designed to reach all Holders of record, of the effectiveness of the Default Rate and the date(s) on which such Default Rate was effective. In addition, following the end of a Default triggering such Default Rate, the Corporation shall, or shall request the Redemption and Paying Agent, on behalf of the Corporation, as soon as practicable (but in no event later than five (5) Business Days following the last day that such Default Rate is in effect), notify to the Holders of the Term Preferred Shares of such Series on the first date on which the Default Rate ceased to be in effect by overnight delivery, by first class mail, postage prepaid or by Electronic Means, in each case reasonably designed to reach all Holders of record, of the date on which such Default Rate ceased to be effective (as determined in accordance with Section 2.2(g) of this Supplement).

2.3.Liquidation Rights.

(a)In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the Holders of Term Preferred Shares shall be entitled to receive out of the assets of the Corporation available for distribution to Stockholders, after satisfying claims of creditors but before any distribution or payment shall be made in respect of the Common Shares, a liquidation distribution per share equal to the Liquidation Preference for such shares, plus an amount equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Corporation, but without interest thereon). After the payment to the Holders of Term Preferred Shares of the full preferential amounts provided for in this Section 2.3(a), the Holders of the Term Preferred Shares shall not be entitled to any further participation in any distribution or payment in connection with any such liquidation, dissolution or winding up.

(b)If, upon any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation available for distribution among the Holders of all Outstanding Term Preferred Shares and any other outstanding Preferred Shares ranking on a parity with the Term Preferred Shares shall be insufficient to permit the payment in full to such Holders of the Liquidation Preference of such Term Preferred Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(a) above and the amounts due upon liquidation, dissolution or winding up of our affairs with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such Term Preferred Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding Term Preferred Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(a) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Corporation will be made by the Corporation in respect of, the Common Shares.

(c)Neither the sale of all or substantially all of the property or business of the Corporation, nor the merger, consolidation or reorganization of the Corporation into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Corporation, shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose of this Section 2.3.

2.4.Coverage Test.

(a)Asset Coverage Requirement. For so long as any Term Preferred Shares of any Series are Outstanding, the Corporation shall have Asset Coverage of at least 225% as of the close of business on each Business Day. If the Corporation shall fail to maintain such Asset Coverage as of any time as of which such compliance is required to be determined as aforesaid, the provisions of Section 2.5(b) of this Supplement shall apply, which provisions to the extent complied with constitute the sole remedy for the Corporation’s failure to comply with the provisions of this Section 2.4(a).

(b)Calculation of Asset Coverage. For purposes of determining whether the requirements of Section 2.4(a) of this Supplement are satisfied, (i) no Term Preferred Shares of any Series or other Preferred Shares shall be deemed to be Outstanding for purposes of any computation required by Section 2.4(a) of this Supplement if, prior to or concurrently with such determination, an Irrevocable Deposit (in accordance with the terms of such Series or other Preferred Shares) sufficient to pay the full redemption price for such Series or other Preferred Shares (or the portion thereof to be redeemed) shall have been deposited in trust with the paying agent for such Series or other Preferred Shares and the requisite notice of redemption for such Series or other Preferred Shares (or the portion thereof to be redeemed) shall have been given, (ii) the Deposit Securities or such other sufficient securities or funds that shall have been so deposited with the applicable paying agent shall not be included as assets of the Corporation for purposes of such computation and (iii) the calculation of Asset Coverage shall exclude (a) the portion of the aggregate value of the Corporation’s investment in all issuers in a consolidated group of corporations or other entities exceeding the Concentration Limit at the time of purchase of any such investment and (b) the portion of the aggregate value of the Corporation’s investment in Equity Securities exceeding the Equity Restriction at the time of purchase of any Equity Securities.

(c)Monitoring of 1940 Act Asset Coverage. For so long as any Term Preferred Shares of any Series are Outstanding, the Corporation shall monitor its 1940 Act Asset Coverage on each Business Day. If at any time when the Term Preferred Shares of any Series are Outstanding the Corporation fails to comply with the 1940 Act Asset Coverage requirements, the Corporation will seek to regain compliance as soon as possible, subject to a determination by the Board of Directors.

2.5.Redemption. Each Series of Term Preferred Shares shall be subject to redemption by the Corporation as provided below:

(a)Term Redemption. The Corporation shall redeem all Term Preferred Shares of a Series on the Term Redemption Date for such Series at a price per share equal to the Liquidation Preference for such Series plus an amount equal to all unpaid dividends and other distributions on such Term Preferred Shares accumulated from and including the Date of Original Issue to (but excluding) the Term Redemption Date for such Series (whether or not earned or declared by the Corporation, but without interest thereon (the “Term Redemption Price”) out of funds legally available for such payment and to the extent permitted by any Financing Arrangement in effect on such date).

(b)Asset Coverage Corrective Action or Cure.

(i)If the Corporation fails to comply with the Asset Coverage requirement as provided in Section 2.4(a) of this Supplement as of any time as of which such compliance is required to be determined in accordance with Section 2.4(a) of this Supplement and such failure is not cured as of the close of business on the Asset Coverage Cure Date (other than as a result of the Corrective Action required by this Section 2.5(b)(i), the Corporation shall, to the extent permitted by the 1940 Act and Maryland law and pursuant to the terms and conditions of any credit agreement, loan agreement, credit facility or other agreement representing borrowings of the Corporation (a “Financing Arrangement”) that is in effect at such time, by the close of business on the Business Day next following such Asset Coverage Cure Date, (x) determine (1) the Corrective Action to be taken to cause the Corporation to regain compliance with the Asset Coverage requirement provided in Section 2.4(a) of this Supplement; and (2) the date, which date shall not be later than 15 calendar days following such Asset Coverage Cure Date, on which the Corporation shall regain compliance with the Asset Coverage requirement provided in Section 2.4(a) of this Supplement; provided that the Corporation may select a different Corrective Action to be taken following the determination in clause (x)(1) so long as the Corporation regains compliance with the Asset Coverage requirement by the date determined in clause (x)(2); and (y)(1) in the case of a Corrective Action involving an Irrevocable Deposit in connection with a redemption of Preferred Shares pursuant to this Section 2.5(b), cause such Irrevocable Deposit to be made, in each case, on or prior to the 15th calendar day following such Asset Coverage Cure Date, in accordance with the terms of the Preferred Shares to be redeemed, for the redemption of a sufficient number of Preferred Shares that would enable the Corporation to meet the requirements of Section 2.5(b)(iii) of this Supplement; (2) in the case of a Corrective Action involving a repayment of indebtedness of the Corporation, on or prior to the 15th calendar day following such Asset Coverage Cure Date, repay such indebtedness; or (3) in the case of a Corrective Action involving one or more corrective trades involving assets of the Corporation, on or prior to the 15th calendar day following such Asset Coverage Cure Date, execute such corrective trades.

(ii)In the event that any Term Preferred Shares of a Series then Outstanding are to be redeemed pursuant to Section 2.5(b)(i) of this Supplement, the Corporation shall redeem such shares at a price per share equal to the Liquidation Preference of such Series of Term Preferred Shares plus an amount equal to all unpaid dividends and other distributions on such share of such Series of Term Preferred Shares accumulated from and including the Date of Original Issue to (but excluding) the date fixed for such redemption by the Board of Directors (whether or not earned or declared by the Corporation, but without interest thereon), subject to Section 2.5(d)(vi) of this Supplement (the “Asset Coverage Redemption Price”).

(iii)On the Redemption Date or other applicable redemption date for a redemption contemplated by Section 2.5(b)(i) of this Supplement, the Corporation shall redeem at the Asset Coverage Redemption Price, out of funds legally available therefor and to the extent permitted by any Financing Arrangement in effect on such date, such number of Preferred Shares (which may include at the sole option of the Corporation any number or proportion of Term Preferred Shares of a Series) as shall be equal to the lesser of (x) the minimum number of Preferred Shares, the redemption of which, if deemed to have occurred immediately prior to the opening of business on the Asset Coverage Cure Date, would result in the Corporation having Asset Coverage on such Asset Coverage Cure Date of at least 225% (provided, however, that if there is no such minimum number of Term Preferred Shares and other Preferred Shares the redemption or retirement of which would have such result, all Term Preferred Shares and other Preferred Shares then outstanding shall be redeemed), and (y) the maximum number of Preferred Shares that can be redeemed out of funds expected to be legally available therefor in accordance with the Charter and applicable law and to the extent permitted by any Financing Arrangement in effect on such date. The Corporation shall deliver the Notice of Redemption (as defined below) and make an Irrevocable Deposit to redeem such Preferred Shares no later than the 30th calendar day following such Asset Coverage Cure Date, except that if the Corporation does not have funds legally available for the redemption of all of the required number of Term Preferred Shares and other Preferred Shares which have been designated to be redeemed on or prior to the 30th calendar day following such Asset Coverage Cure Date, the Corporation shall (i) deliver a Notice of Redemption and make an Irrevocable Deposit to redeem those Term Preferred Shares and other Preferred Shares for which it does have sufficient funds legally available and (ii) deliver a Notice of Redemption and make an Irrevocable Deposit to redeem those Term Preferred Shares and other Preferred Shares for which it did not have sufficient funds on the earliest practicable date on which it is able to effect such redemption. If fewer than all of the Outstanding Term Preferred Shares of a Series are to be redeemed pursuant to this Section 2.5(b), the number of Term Preferred Shares of such Series to be redeemed from the respective Holders shall be determined (A) pro rata among the Outstanding shares of such Series of Term Preferred Shares, (B) by lot or (C) in such other manner as the Board of Directors may determine to be fair and equitable, in each case, in accordance with the 1940 Act; provided, in each such case, that such method of redemption as set forth in this Section 2.5(b)(iii) shall be subject to any applicable procedures established by the Securities Depository.

(c)Optional Redemption.

(i)Subject to the provisions of Section 2.5(c)(ii) of this Supplement, the Corporation may out of funds legally available therefor and to the extent permitted by any Financing Arrangement in effect on such date at its option on any Business Day (such Business Day, an “Optional Redemption Date”) redeem in whole or from time to time in part the Outstanding Term Preferred Shares of a Series, at a redemption price per Term Preferred Share (the “Optional Redemption Price”) as set forth in the Appendix relating to such Series of Term Preferred Shares.

(ii)If fewer than all of the outstanding Term Preferred Shares of a Series are to be redeemed pursuant to Section 2.5(c)(i) of this Supplement, the Term Preferred Shares of such Series to be redeemed shall be selected either (A) pro rata among the Holders of such Series, (B) by lot or (C) in such other manner as the Board of Directors may determine to be fair and equitable, in each case, in accordance with the 1940 Act; provided, in each such case, that such method of redemption as set forth in this Section 2.5(c)(ii) shall be subject to any applicable procedures established by the Securities Depository. Subject to the provisions of this Supplement and applicable law, the Board of Directors will have the full power and authority to prescribe the terms and conditions upon which Term Preferred Shares will be redeemed pursuant to this Section 2.5(c) from time to time.

(iii)The Corporation may not on any date deliver a Notice of Redemption pursuant to Section 2.5(d) of this Supplement in respect of a redemption contemplated to be effected pursuant to this Section 2.5(c) unless on such date the Corporation has available Deposit Securities having a Market Value not less than the amount that will be due to Holders of Term Preferred Shares by reason of the redemption of such Term Preferred Shares on the Optional Redemption Date contemplated by such Notice of Redemption.

(d)Procedures for Redemption.

(i)If the Corporation shall determine or be required to redeem, in whole or in part, Term Preferred Shares of a Series pursuant to Section 2.5(a), (b) or (c) of this Supplement, the Corporation shall deliver a notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Redemption and Paying Agent, on behalf of the Corporation, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. A Notice of Redemption shall be provided not more than forty-five (45) calendar days prior to the date fixed for redemption and not less than five (5) calendar days prior to the date fixed for redemption pursuant to Section 2.5(a), (b) or (c) of this Supplement in such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: (A) the Redemption Date; (B) the Series of Term Preferred Shares and number of Term Preferred Shares to be redeemed; (C) the CUSIP number for Term Preferred Shares of such Series; (D) the applicable Redemption Price on a per share basis; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Directors requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (F) that dividends on the Term Preferred Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Supplement under which such redemption is made. If fewer than all Term Preferred Shares held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of Term Preferred Shares to be redeemed from such Holder or the method of determining such number. The Corporation may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.5(c) of this Supplement that such redemption is subject to one or more conditions precedent and that the Corporation shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.

(ii)If the Corporation shall give a Notice of Redemption, then at any time from and after the giving of such Notice of Redemption and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Corporation), the Corporation shall (A) make an Irrevocable Deposit with the Redemption and Paying Agent of Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the Term Preferred Shares to be redeemed on the Redemption Date and (B) give the Redemption and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the Term Preferred Shares called for redemption on the Redemption Date. The Corporation may direct the Redemption and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is the Term Redemption Date, then such Irrevocable Deposit of Deposit Securities shall be made no later than 15 calendar days prior to the Term Redemption Date.

(iii)Following the giving of a Notice of Redemption, upon the date of the Irrevocable Deposit of Deposit Securities in accordance with Section 2.5(d)(ii) of this Supplement, all rights of the Holders of the Term Preferred Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such Term Preferred Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends and other distributions thereon in accordance with the terms hereof up to (but excluding) the applicable date of redemption, which accumulated dividends and other distributions, unless previously declared and paid as contemplated by the last sentence of Section 2.5(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the date of redemption of the Term Preferred Shares). The Corporation shall be entitled to receive, promptly after the date of redemption of the Term Preferred Shares, any Deposit Securities in excess of the aggregate Redemption Price of the Term Preferred Shares called for redemption on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of 90 calendar days from the date of redemption of the Term Preferred Shares shall, to the extent permitted by law, be repaid to the Corporation, after which the Holders of the Term Preferred Shares so called for redemption shall look only to the Corporation for payment of the Redemption Price thereof. The Corporation shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.

(iv)Notwithstanding the other provisions of this Section 2.5, except as otherwise required by law, (A) the Corporation shall not redeem any Term Preferred Shares or other series of Preferred Shares unless all accumulated and unpaid dividends and other distributions on all Outstanding Term Preferred Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Corporation) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities or sufficient funds or securities (in accordance with the terms of such Preferred Shares) for the payment of such dividends and other distributions shall have been or are contemporaneously deposited with the Redemption and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares and (B) if, as of the Redemption Date for a Series of Term Preferred Shares, any redemption required with respect to any outstanding Preferred Shares (including shares of other Series of Term Preferred Shares) ranking on a parity with such Series of Term Preferred Shares (x) shall not have been made on the redemption date therefor or is not contemporaneously made on the Redemption Date or (y) shall not have been or is not contemporaneously noticed and Deposit Securities or sufficient funds or securities (in accordance with the terms of such Term Preferred Shares or other Preferred Shares) for the payment of such redemption shall not have been or are not contemporaneously deposited with the Redemption and Paying Agent or other applicable paying agent for such other Term Preferred Shares or other Preferred Shares in accordance with the terms of such other Term Preferred Shares or other Preferred Shares, then any redemption required hereunder shall be made as nearly as possible on a pro rata basis with all other Preferred Shares then required to be redeemed (or in respect of which securities or funds for redemption are required to be deposited) in accordance with the terms of such Preferred Shares, and the number of shares of such Series of Term Preferred Shares to be redeemed from the respective Holders shall be determined pro rata among the Outstanding shares of such Series of Term Preferred Shares or in such other manner as the Board of Directors may determine to be fair and equitable and that is in accordance with the 1940 Act; provided, in each such case, that such method of redemption as set forth in this Section 2.5(d)(v) shall be subject to any applicable procedures established by the Securities Depository, and provided further, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding Term Preferred Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding Term Preferred Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid or for which required redemptions have not been made.

(v)To the extent that any redemption for which a Notice of Redemption has been provided is not made (A) by reason of the absence of legally available funds therefor in accordance with the Charter, this Supplement and applicable law or (B) pursuant to the terms and conditions of any Financing Arrangement in effect on the date on which such redemption is scheduled, such redemption shall be made as soon as practicable to the extent such funds become available or as permitted by such Financing Arrangement. No Redemption Default shall be deemed to have occurred if the Corporation shall fail to deposit in trust with the Redemption and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof of no less than the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any Term Preferred Shares, dividends shall be declared and paid on such Term Preferred Shares in accordance with their terms regardless of whether Deposit Securities for the payment of the Redemption Price of such Term Preferred Shares shall have been deposited in trust with the Redemption and Paying Agent for that purpose.

(vi)Notwithstanding anything to the contrary in this Supplement or in any Notice of Redemption, if the Corporation shall not have redeemed Term Preferred Shares on the applicable Redemption Date, the Holders of the Term Preferred Shares subject to redemption shall continue to be entitled to (a) receive dividends on such Term Preferred Shares accumulated at the Dividend Rate for the period from, and including, such Redemption Date through, but excluding, the date on which such Term Preferred Shares are actually redeemed and such dividends, to the extent accumulated, but unpaid, during such period (whether or not earned or declared but without interest thereon) shall be included in the Redemption Price for such Term Preferred Shares and (b) transfer the Term Preferred Shares prior to the date on which such Term Preferred Shares are actually redeemed, provided that all other rights of Holders of such Term Preferred Shares shall have terminated upon the date of deposit of Deposit Securities in accordance with and as provided in Sections 2.5(d)(ii) and 2.5(d)(iii) of this Supplement.

(e)Redemption and Paying Agent as Director of Redemption Payments by Corporation. All Deposit Securities transferred to the Redemption and Paying Agent for payment of the Redemption Price of Term Preferred Shares called for redemption shall be held in trust by the Redemption and Paying Agent for the benefit of Holders of Term Preferred Shares so to be redeemed until paid to such Holders in accordance with the terms hereof or returned to the Corporation in accordance with the provisions of Section 2.5(d)(iii) above.

(f)Compliance With Applicable Law. The Corporation shall effect any redemption pursuant to this Section 2.5 in accordance with the 1940 Act and any applicable law and pursuant to the terms and conditions of any Financing Arrangement in effect as of the date of such redemption.

(g)Modification of Redemption Procedures. Notwithstanding the foregoing provisions of this Section 2.5, the Corporation may, in its sole discretion and without a Stockholder vote, modify the procedures set forth above with respect to notification of redemption for the Term Preferred Shares, provided that such modification does not materially and adversely affect the Holders of the Term Preferred Shares or cause the Corporation to violate any applicable law, rule or regulation.

2.6.Voting Rights. (a)(a) One Vote Per Term Preferred Share. Except as otherwise provided in the Charter, this Supplement, or as otherwise required by law, (i) each Holder of Term Preferred Shares shall be entitled to one vote for each Term Preferred Share held by such Holder on each matter submitted to a vote of all Stockholders of the Corporation, and (ii) the Holders of outstanding Preferred Shares, including Term Preferred Shares, and Common Shares shall vote together as a single class; provided, however, that the Holders of outstanding Preferred Shares, including Term Preferred Shares, shall be entitled, as a class, to the exclusion of the Holders of Common Shares and all other securities of the Corporation, to elect two Directors of the Corporation at all times. Two of the existing Directors as of the Date of Original Issue of the initial Series of Term Preferred Shares issued pursuant to this Supplement shall be designated by the Directors as of that date as the initial Directors elected by the Holders of the outstanding Preferred Shares. Subject to Section 2.6(b) of this Supplement, the Holders of outstanding Common Shares and Preferred Shares, including Term Preferred Shares, voting together as a single class, shall elect the balance of the Directors.

(b)Voting For Additional Directors.

(i)Voting Period. During any period in which any one or more of the conditions described in clauses (A) or (B) of this Section 2.6(b)(i) shall exist (such period being referred to herein as a “Voting Period”), the number of Directors constituting the Board of Directors shall be automatically increased by the smallest number that, when added to the two Directors elected exclusively by the Holders of Preferred Shares, including Term Preferred Shares, would constitute a majority of the Board of Directors as so increased by such smallest number; and the Holders of Preferred Shares, including Term Preferred Shares, shall be entitled, voting as a class on a one-vote-per-share basis (to the exclusion of the Holders of all other securities and classes of shares of the Corporation), to elect such smallest number of additional Directors, together with the two Directors that such Holders are in any event entitled to elect. A Voting Period shall commence:

(A)if, at the close of business on any dividend payment date, accumulated dividends (whether or not earned or declared) on any outstanding Preferred Share, including any Term Preferred Shares, equal to at least two (2) full years’ dividends shall be due and unpaid and sufficient cash or specified securities shall not have been deposited with the Redemption and Paying Agent or other applicable paying agent for the payment of such accumulated dividends; or

(B)if at any time Holders of Preferred Shares are otherwise entitled under the 1940 Act to elect a majority of the Board of Directors.

A Voting Period shall terminate upon all of such conditions ceasing to exist. Upon the termination of a Voting Period, the voting rights described in this Section 2.6(b)(i) shall cease, subject always, however, to the revesting of such voting rights in the Holders of Preferred Shares upon the further occurrence of any of the events described in this Section 2.6(b)(i).

(ii)Notice of Special Meeting. As soon as practicable after the accrual of any right of the Holders of Preferred Shares to elect additional Directors as described in Section 2.6(b)(i) of this Supplement, the Corporation shall call a special meeting of such Holders and notify the Redemption and Paying Agent and/or such other Person as is specified in the terms of such Preferred Shares to receive notice (i) by mailing or delivery by Electronic Means or (ii) by delivering in such other manner and by such other means as are specified in the terms of such Preferred Shares a notice of such special meeting to such Holders, such meeting to be held not less than 10 nor more than 30 calendar days after the date of the delivery by Electronic Means or mailing of such notice or the delivery of such notice by such other manner or means as are described in clause (ii) above. If the Corporation fails to call such a special meeting, it may be called at the expense of the Corporation by any such Holder on like notice. The record date for determining the Holders of Preferred Shares entitled to notice of and to vote at such special meeting shall be the close of business on the fifth (5^th) Business Day preceding the calendar day on which such notice is mailed or otherwise delivered. At any such special meeting and at each meeting of Holders of Preferred Shares held during a Voting Period at which Directors are to be elected, such Holders, voting together as a class (to the exclusion of the Holders of all other securities and classes of capital stock of the Corporation), shall be entitled to elect the number of Directors prescribed in Section 2.6(b)(i) of this Supplement on a one-vote-per-share basis.

(iii)Terms of Office of Existing Directors. The terms of office of the incumbent Directors of the Corporation at the time of a special meeting of Holders of Preferred Shares to elect additional Directors in accordance with Section 2.6(b)(i) of this Supplement shall not be affected by the election at such meeting by the Holders of Term Preferred Shares and such other Holders of Preferred Shares of the number of Directors that they are entitled to elect, and the Directors so elected by the Holders of Term Preferred Shares and such other Holders of Preferred Shares, together with the two (2) Directors elected by the Holders of Preferred Shares in accordance with Section 2.6(a) hereof and the remaining Directors elected by the Holders of the Common Shares and Preferred Shares, shall constitute the duly elected Directors of the Corporation.

(iv)Terms of Office of Certain Directors to Terminate Upon Termination of Voting Period. Simultaneously with the termination of a Voting Period, the terms of office of the additional Directors elected by the Holders of the Preferred Shares pursuant to Section 2.6(b)(i) of this Supplement shall terminate, the remaining Directors shall constitute the Directors of the Corporation and the voting rights of the Holders of Preferred Shares to elect additional Directors pursuant to Section 2.6(b)(i) of this Supplement shall cease, subject to the provisions of the last sentence of Section 2.6(b)(i) of this Supplement.

(c)Holders of Term Preferred Shares to Vote on Certain Matters.

(i)Certain Amendments Requiring Majority Approval of Term Preferred Shares.Except as otherwise permitted by the terms of this Supplement, so long as any Term Preferred Shares are Outstanding, the Corporation shall not, without the affirmative vote or consent of the Holders of at least a majority of the Term Preferred Shares of all Series Outstanding at the time, voting together as a separate class, amend, alter or repeal the provisions of the Charter or this Supplement whether by merger, consolidation or otherwise, so as to (1) alter or abolish any preferential right of such Term Preferred Share or (2) create, alter or abolish any right in respect of redemption of such Term Preferred Share; provided that a division, stock split or reverse stock split of a Term Preferred Share shall not, by itself, be deemed to have any of the effects set forth in clause (1) or (2) of this Section 2.6(c)(i). For the avoidance of doubt, no vote of the holders of Common Shares shall be required to amend, alter or repeal the provisions of this Supplement, including any Appendix hereto.

(ii)Certain Amendments Requiring Majority Approval of Specific Series of Term Preferred Shares. Except as otherwise permitted by the terms of this Supplement, and subject to Section 2.6(c)(iii) of this Supplement, so long as any Term Preferred Shares of a Series are Outstanding, the Corporation shall not, without the affirmative vote or consent of the Holders of at least a majority of the Term Preferred Shares of such Series of Term Preferred Shares Outstanding at the time, voting as a separate class, amend, alter or repeal the provisions of the Appendix relating to such Series of Term Preferred Shares, whether by merger, consolidation or otherwise, so as to materially and adversely affect any preference, right or power set forth in such Appendix of the Term Preferred Shares of such Series or the Holders thereof; provided that a division, stock split or reverse stock split of a Term Preferred Share shall not, by itself, be deemed to violate the foregoing clause of this Section 2.6(c)(ii). For purposes of this Section 2.6(c)(ii), no matter shall be deemed to materially and adversely affect any preference, right or power of a Term Preferred Share of a Series or the Holder thereof unless such matter (i) alters or abolishes any preferential right of such Term Preferred Share or (ii) creates, alters or abolishes any right in respect of redemption of such Term Preferred Share. For the avoidance of doubt, no vote of the holders of Common Shares shall be required to amend, alter or repeal the provisions of this Supplement, including any Appendix hereto.

(iii)Certain Amendments Requiring Unanimous Approval of Specific Series of Term Preferred Shares. So long as any Term Preferred Shares of a Series are Outstanding, the Corporation shall not, without the unanimous vote or consent of the Holders of such Series of Term Preferred Shares Outstanding at the time, voting as a separate class, amend, alter or repeal the provisions of the Appendix relating such Series of Term Preferred Shares, which provisions (w) obligate the Corporation to pay the Term Redemption Price on the Term Redemption Date for a Series of Term Preferred Shares, (x) obligate the Corporation to accumulate dividends at the Dividend Rate (as set forth in this Supplement and the applicable Appendix hereto) for a Series of Term Preferred Shares; (y) obligate the Corporation to pay the Optional Redemption Premium (if any) provided for in the Appendix for such Series of Term Preferred Shares or (z) set forth the Liquidation Preference for a Series of Term Preferred Shares; provided that a division, stock split or reverse stock split of a Term Preferred Share shall not, by itself, be deemed to violate clause (w), (x), (y) or (z) of this Section 2.6(c)(iii). For the avoidance of doubt, no vote of the holders of Common Shares shall be required to amend, alter or repeal the provisions of this Supplement, including any Appendix hereto.

(iv)1940 Act Matters. Unless a higher percentage is provided for in the Charter, the affirmative vote of the Holders of at least “a majority of the outstanding Preferred Shares,” including Term Preferred Shares Outstanding at the time, voting as a separate class, shall be required (A) to approve any conversion of the Corporation from a closed-end to an open-end investment company, (B) to approve any plan of reorganization (as such term is defined in Section 2(a)(33) the 1940 Act) adversely affecting such shares, or (C) to approve any other action requiring a vote of security holders of the Corporation under Section 13(a) of the 1940 Act. For purposes of the foregoing, the vote of a “majority of the outstanding Preferred Shares” means the vote at an annual or special meeting duly called of (i) 67% or more of such shares present at a meeting, if the Holders of more than 50% of such shares are present or represented by proxy at such meeting, or (ii) more than 50% of such shares, whichever is less.

(d)Voting Rights Set Forth Herein Are Sole Voting Rights. Unless otherwise required by law, the Charter or this Supplement, the Holders of Term Preferred Shares shall not have any relative rights or preferences or other special rights with respect to voting such Term Preferred Shares other than those specifically set forth in this Section 2.6.

(e)No Cumulative Voting. The Holders of Term Preferred Shares shall have no rights to cumulative voting.

(f)Voting for Directors Sole Remedy for Corporation’s Failure to Declare or Pay Dividends. In the event that the Corporation fails to pay any dividends on any Series of Term Preferred Shares on the Dividend Payment Date therefor, the exclusive remedy of the Holders of the Term Preferred Shares shall be the right to vote for Directors pursuant to the provisions of this Section 2.6. Nothing in this Section 2.6(f) shall be deemed to affect the obligation of the Corporation to accumulate and, if permitted by applicable law, the Charter and this Supplement, pay dividends at the Default Rate in the circumstances contemplated by Section 2.2(g) hereof.

(g)Holders Entitled to Vote. For purposes of determining any rights of the Holders of Term Preferred Shares to vote on any matter, whether such right is created by this Supplement, by the Charter, by statute or otherwise, no Holder of Term Preferred Shares shall be entitled to vote any Term Preferred Share and no Term Preferred Share shall be deemed to be “Outstanding” for the purpose of voting or determining the number of shares required to constitute a quorum if, prior to or concurrently with the time of determination of shares entitled to vote or shares deemed outstanding for quorum purposes, as the case may be, the requisite Notice of Redemption with respect to such Term Preferred Share shall have been given in accordance with this Supplement and Deposit Securities for the payment of the Redemption Price of such Term Preferred Share shall have been deposited in trust with the Redemption and Paying Agent for that purpose. No Term Preferred Share held (legally or beneficially) or controlled by the Corporation shall have any voting rights or be deemed to be Outstanding for voting or for calculating the voting percentage required on any other matter or other purposes.

2.7.Rating Agencies. The Corporation shall use commercially reasonable efforts to cause at least one Rating Agencies to issue long-term credit ratings with respect to each Series of Term Preferred Shares for so long as such Series is Outstanding. The Corporation shall use commercially reasonable efforts to comply with any applicable Rating Agency Guidelines. If a Rating Agency shall cease to rate the securities of closed-end management investment companies generally, the Corporation shall terminate the designation of such Rating Agency as a Rating Agency hereunder. The Corporation may elect to terminate the designation of any Rating Agency as a Rating Agency hereunder with respect to a Series of Term Preferred Shares so long as either (x) immediately following such termination, there would be at least one Rating Agency with respect to such Series or (y) the Corporation replaces the terminated Rating Agency with another NRSRO and provides notice thereof to the Holders of such Series; provided that such replacement shall not occur unless such NRSRO shall have at the time of such replacement (i) published a rating for the Term Preferred Shares of such Series and (ii) entered into an agreement with the Corporation to continue to publish such rating subject to such NRSRO’s customary conditions. The Corporation may also elect to designate one or more other NRSROs as Rating Agencies hereunder with respect to a Series of Term Preferred Shares by notice to the Holders of the Term Preferred Shares. The Rating Agency Guidelines of any Rating Agency may be amended by such Rating Agency without the vote, consent or approval of the Corporation, the Board of Directors or any Holder of Preferred Shares, including any Term Preferred Shares, or Common Shares.

2.8.Issuance of Additional Preferred Shares. So long as any Term Preferred Shares are Outstanding, the Corporation may, without the vote or consent of the Holders thereof, authorize, establish and create and issue and sell shares of one or more series of a class of senior securities of the Corporation representing stock under Section 18 of the 1940 Act ranking on a parity with Term Preferred Shares as to the payment of dividends and the distribution of assets upon dissolution, liquidation or the winding up of the affairs of the Corporation, in addition to then Outstanding Series of Term Preferred Shares, and authorize, issue and sell additional shares of any such series of a class of senior securities (including any Series of Preferred Shares) then outstanding or so established and created, including additional Series of Term Preferred Shares, in each case in accordance with applicable law, provided that the Corporation shall, immediately after giving effect to the issuance of such senior securities representing stock and to its receipt and application of the proceeds thereof, including to the redemption of senior securities representing stock with such proceeds, have Asset Coverage (calculated in the same manner as is contemplated by Section 2.4(b) hereof) of at least 225%.

2.9.Valuation. With respect to portfolio investments owned by the Corporation, the Corporation shall value such portfolio investments in a manner consistent with its valuation policy, as the same may be amended, supplemented, waived or otherwise modified in a manner not prohibited by this Supplement, which shall provide for valuation of at least 80% (by Market Value) of all assets of the Corporation utilizing an independent third-party valuation or pricing service that has been approved by the Board of Directors.

2.10.Monthly Reporting of Net Asset Value and Schedule of Investments. Within 10 Business Days after the last Business Day of any calendar month, the Corporation shall furnish to the Holders of Term Preferred Shares, beneficial owners of Term Preferred Shares and, upon request by a Holder of Term Preferred Shares and approval by the Corporation (which approval shall not be unreasonably withheld, conditioned or delayed), prospective investors in Term Preferred Shares: (a) management’s unaudited estimate of the Corporation’s net asset value; and (b) the Corporation’s unaudited Consolidated Schedule of Investments, in each case, as of the close of business on the last Business Day of such calendar month. To the extent the materials provided pursuant to this Section 2.10 are not otherwise publicly available, the Corporation may satisfy its obligation to make such materials available by granting access to a website on which such materials are posted and the Corporation may make such website subject to (i) customary terms and conditions with respect to the use and disclosure of such information and (ii) password or other login protection so long as the Corporation provides any password or other login information to any person that is a Holder of Term Preferred Shares, beneficial owner of Term Preferred Shares or, upon request by a Holder of Term Preferred Shares and approval by the Corporation (which approval shall not be unreasonably withheld, conditioned or delayed), prospective investors in Term Preferred Shares.

2.11.Status of Redeemed or Repurchased Term Preferred Shares. Term Preferred Shares that at any time have been redeemed or purchased by the Corporation shall, after such redemption or purchase, have the status of authorized but unissued Preferred Shares.

2.12.Global Shares. Unless the Board of Directors determines otherwise, the Term Preferred Shares will be issued in book-entry form as global securities. Such global securities will be deposited with, or on behalf of, the Depository Trust Company and registered in the name of Cede & Co., its nominee. Beneficial interests in the global securities will be held only through the Depositary Trust Company and any of its participants.

2.13.Notice. All notices or communications hereunder, unless otherwise specified in this Supplement, shall be sufficiently given if in writing and delivered in person, by telecopier, by other Electronic Means or by overnight delivery. Notices delivered pursuant to this Section 2.13 shall be deemed given on the date received. Notices given by Electronic Means to the Redemption and Paying Agent and the Custodian shall be sent by such means to their representatives set forth in the Redemption and Paying Agent Agreement and the Custodian Agreement, respectively.

2.14.Termination. In the event that no Term Preferred Shares of a Series are Outstanding, all rights and preferences of the Term Preferred Shares of such Series established and designated hereunder shall cease and terminate, and all obligations of the Corporation under this Supplement with respect to such Series shall terminate, other than in respect of the payment of and the right to receive the Redemption Price in accordance with Section 2.5 of this Supplement.

2.15.Appendices. The designation of each Series of Term Preferred Shares shall be set forth in an Appendix to this Supplement. The Board of Directors may, by resolution duly adopted, without Stockholder approval (except as otherwise provided by this Supplement or required by applicable law) (1) amend the Appendix to this Supplement relating to a Series so as to reflect any amendments to the terms applicable to such Series, including an increase in the number of authorized shares of such Series and (2) add additional Series of Term Preferred Shares by including a new Appendix to this Supplement relating to such Series.

2.16.Actions on Other than Business Days. Unless otherwise provided herein, if the date for making any payment, performing any act or exercising any right, in each case as provided for in this Supplement, is not a Business Day, such payment shall be made, act performed or right exercised on the next succeeding Business Day, with the same force and effect as if made or done on the nominal date provided therefor, and, with respect to any payment so made, no dividends, interest or other amount shall accrue for the period between such nominal date and the date of payment.

2.17.Modification. To the extent permitted by applicable law and subject to the provisions of Section 2.6(c) of this Supplement, the Board of Directors, without the vote of the Holders of Term Preferred Shares, may interpret, supplement or amend the provisions of this Supplement or any Appendix hereto to supply any omission, resolve any inconsistency or ambiguity or to cure, correct or supplement any defective or inconsistent provision, including any provision that becomes defective after the date hereof because of impossibility of performance or any provision that is inconsistent with any provision of any other Preferred Shares of the Corporation.

2.18.Transfers.

(a)A Holder of any Term Preferred Shares of any Series may sell, transfer or otherwise dispose of Term Preferred Shares only in whole shares and only to Persons that such Holder reasonably believes are “qualified institutional buyers” (as defined in Rule 144A under the Securities Act or any successor provision) in accordance with Rule 144A under the Securities Act or any successor provision. The restrictions on transfer contained in this Section 2.18(a) shall not apply to any Term Preferred Shares that are being registered and sold pursuant to an effective registration statement under the Securities Act or to any subsequent transfer of such Term Preferred Shares, in each case unless the proposed transferee is included on a list on a password-protected website made available to Holders of the Term Preferred Shares (the “Prohibited Transferee List”). Any modification, amendment or addition to the Prohibited Transferee List shall be subject to the same approval requirements as a modification or amendment to this Supplement, including the provisions of Section 2.6(c) of this Supplement.

(b)If at any time the Corporation is not furnishing information pursuant to Section 13 or 15(d) of the Exchange Act, in order to preserve the exemption for resales and transfers under Rule 144A, the Corporation shall furnish, or cause to be furnished, to Holders of Term Preferred Shares and prospective purchasers of Term Preferred Shares, upon request, information with respect to the Corporation satisfying the requirements of subsection (d)(4) of Rule 144A.

2.19.Agreed Tax Treatment. The Corporation shall, and each Holder of any Term Preferred Shares, by virtue of acquiring Term Preferred Shares, shall be deemed to have agreed to, treat the Term Preferred Shares as equity in the Corporation for U.S. federal, state and local income and other tax purposes, applicable state law and the 1940 Act, provided that, for the avoidance of doubt, the Corporation and any Holder may treat the Term Preferred Shares as other than equity for purposes of financial reporting in accordance with generally accepted accounting principles.

2.20.Other. This Supplement is being entered into pursuant to Section 6.2 of the Charter and shall be considered part of the governing instrument of the Corporation. As provided in such Section of the Charter, to the extent the provisions set forth in this Supplement conflict with the provisions of the Charter with respect to any such rights, powers and privileges of the Term Preferred Shares, this Supplement shall control. Except as contemplated by the immediately preceding sentence, the Term Preferred Shares, and the Holders thereof, shall otherwise be subject to, bound by and entitled to the benefits of the Charter and its provisions relating to Shares and Stockholders. In connection with the entering into of this Supplement and with respect to all matters related in any way to this Supplement, the Directors shall be entitled to all of the benefits, rights, protections, indemnities, limitations of liability and other provisions of the Charter.

Appendix A 

FS CREDIT OPPORTUNITIES CORP.

TERM PREFERRED SHARES, SERIES 2023 – FLOATING RATE

Preliminary Statement and Incorporation By Reference

This Appendix establishes a Series of Term Preferred Shares of FS Credit Opportunities Corp. Except as set forth below, this Appendix incorporates by reference the terms set forth with respect to all Series of such Term Preferred Shares in that “Supplement to the Charter Establishing and Fixing the Rights and Preferences of the Term Preferred Shares” (the “TPS Supplement”). Capitalized terms used herein but not defined herein have the respective meanings therefor set forth in the TPS Supplement.

Section 1.Designation as to Series.

Series 2023-A Term Preferred Shares: A series of 45,000 Preferred Shares classified as Term Preferred Shares is hereby designated as the “Term Preferred Shares, Series 2023 – Floating Rate” (the “Series 2023-A Term Preferred Shares”). Each share of such Series shall have such preferences, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption, in addition to those required by applicable law and those that are expressly set forth in the Charter and the TPS Supplement (except as the TPS Supplement may be expressly modified by this Appendix), as are set forth in this Appendix A. The Series 2023-A Term Preferred Shares shall constitute a separate series of Term Preferred Shares and each Series 2023-A Term Preferred Share shall be identical. The following terms and conditions shall apply solely to the Series 2023-A Term Preferred Shares:

Section 2.Number of Authorized Shares of Series.

The number of authorized shares is 45,000.

Section 3.Date of Original Issue with respect to Series.

The Date of Original Issue is August 9, 2018.

Section 4.Dividend Rate Applicable to Series.

The Dividend Rate for Series 2023-A Term Preferred Shares shall equal the three-month LIBOR based on the U.S. dollar that is published two Business Days prior to the Dividend Period plus 1.85% per annum. Notwithstanding the preceding sentence, if LIBOR has been permanently discontinued, the Corporation shall use, as a substitute for LIBOR and for each future Dividend Rate, the Alternative Rate. As part of such substitution, the Corporation shall make such adjustments to the Alternative Rate or the spread thereon, as well as the Business Day convention, the Dividend Rate and related provisions and definitions, in each case that are consistent with accepted market practice for the use of such Alternative Rate for preferred equity such as the Series 2023-A Term Preferred Shares.

Section 5.Liquidation Preference Applicable to Series.

The Liquidation Preference is $1,000 per share.

Section 6.Term Redemption Date Applicable to Series.

The Term Redemption Date is August 1, 2023.

Section 7.Dividend Payment Dates Applicable to Series.

The Dividend Payment Dates are the first Business Day of each calendar quarter, commencing on October 1, 2018.

Section 8.Exceptions to Certain Definitions Applicable to the Series.

The following definitions contained under the heading “Definitions” in the TPS Supplement are hereby amended as follows:

Not applicable.

Section 9.Additional Definitions Applicable to the Series.

The following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires:

“Alternative Rate” means, if LIBOR has been permanently discontinued, the alternative reference rate selected by the central bank, reserve bank, monetary authority or any similar institution (including any committee or working group thereof) in the jurisdiction of the applicable index currency that is consistent with accepted market practice.

“Dividend Period” means, with respect to the Series 2023-A Term Preferred Shares, in the case of the first Dividend Period, the period beginning on the Date of Original Issue for such Series of Term Preferred Shares and ending on and including September 30, 2018 and, for each subsequent Dividend Period, the period beginning on and including the first calendar day of the calendar quarter following the quarter in which the previous Dividend Period ended and ending on and including the last calendar day of such quarter (or, if earlier, on the date on which such Series 2023-A Term Preferred Share is redeemed).

“LIBOR” means the London InterBank Offered Rate.

“Optional Redemption Premium” means with respect to each Series 2023-A Term Preferred Share an amount equal to:

(A)       if the Optional Redemption Date occurs on a date that is prior to August 1, 2019, 0.50% of the Liquidation Preference for such Series 2023-A Term Preferred Share; or

(B)       if the Optional Redemption Date occurs on a date that is on or after August 1, 2019, 0.00% of the Liquidation Preference for such Series 2023-A Term Preferred Share;

provided, however, that the Optional Redemption Premium shall equal 0.00% of the Liquidation Preference for any Series 2023-A Term Preferred Share redeemed pursuant to Corrective Action taken for failure to maintain Asset Coverage of at least 225%.

“Optional Redemption Price” means an amount equal to (x) the Liquidation Preference plus (y) the Optional Redemption Premium in effect on such Optional Redemption Date plus (z) an amount equal to all unpaid dividends and distributions on such shares accumulated to (but excluding) such Optional Redemption Date.

Section 10.Amendments to Terms of Term Preferred Shares Applicable to the Series.

The following provisions contained under the heading “Terms Applicable to all Series of Term Preferred Shares” in the TPS Supplement are hereby amended as follows:

The final sentence of Section 2.2(a) of the TPS Supplement shall be amended and restated in its entirety as follows:

“Dividends payable on Series 2023-A Term Preferred Shares in respect of any period of less than a full Dividend Period, including in connection with the first Dividend Period or upon any redemption of Series 2023-A Term Preferred Shares, shall be computed on the basis of a 360-day year and the actual number of days elapsed during the period.”

Appendix B

FS CREDIT OPPORTUNITIES CORP.

TERM PREFERRED SHARES, SERIES 2023 – FIXED RATE

Preliminary Statement and Incorporation By Reference

This Appendix establishes a Series of Term Preferred Shares of FS Credit Opportunities Corp. Except as set forth below, this Appendix incorporates by reference the terms set forth with respect to all Series of such Term Preferred Shares in that “Supplement to the Charter Establishing and Fixing the Rights and Preferences of the Term Preferred Shares” (the “TPS Supplement”). Capitalized terms used herein but not defined herein have the respective meanings therefor set forth in the TPS Supplement.

Section 1.Designation as to Series.

Series 2023-B Term Preferred Shares: A series of 55,000 Preferred Shares classified as Term Preferred Shares is hereby designated as the “Term Preferred Shares, Series 2023 – Fixed Rate” (the “Series 2023-B Term Preferred Shares”). Each share of such Series shall have such preferences, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption, in addition to those required by applicable law and those that are expressly set forth in the Charter and the TPS Supplement (except as the TPS Supplement may be expressly modified by this Appendix), as are set forth in this Appendix B. The Series 2023-B Term Preferred Shares shall constitute a separate series of Term Preferred Shares and each Series 2023-B Term Preferred Share shall be identical. The following terms and conditions shall apply solely to the Series 2023-B Term Preferred Shares:

Section 2.Number of Authorized Shares of Series.

The number of authorized shares is 55,000.

Section 3.Date of Original Issue with respect to Series.

The Date of Original Issue is August 9, 2018.

Section 4.Dividend Rate Applicable to Series.

The Dividend Rate for Series 2023-B Term Preferred Shares shall equal 4.818% per annum.

Section 5.Liquidation Preference Applicable to Series.

The Liquidation Preference is $1,000 per share.

Section 6.Term Redemption Date Applicable to Series.

The Term Redemption Date is August 1, 2023.

Section 7.Dividend Payment Dates Applicable to Series.

The Dividend Payment Dates are February 1 and August 1 of each year, commencing on February 1, 2019 (or, if such day is not a Business Day, the next succeeding Business Day).

Section 8.Exceptions to Certain Definitions Applicable to the Series.

The following definitions contained under the heading “Definitions” in the TPS Supplement are hereby amended as follows:

“Optional Redemption Price” means, with respect to the Series 2023-B Term Preferred Shares, an amount equal to the greater of (x) the Liquidation Preference of such Series of Term Preferred Shares and (y) the sum of (a) the present value of the Liquidation Preference and (b) the present value of all remaining scheduled dividend payments that would be payable from (and including) the Optional Redemption Date to (and including) the Term Redemption Date, in each case, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate + 198 bps, and in the case of both (x) and (y) plus an amount equal to all unpaid dividends and other distributions accumulated to (but excluding) the Optional Redemption Date (whether or not earned or declared, but excluding interest thereon). For the avoidance of doubt, this Optional Redemption Price does not apply to any Series 2023-B Term Preferred Shares redeemed pursuant to Corrective Action for failure to maintain Asset Coverage of at least 225%.

Section 9.Additional Definitions Applicable to the Series.

The following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires:

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to August 1, 2023, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate preferred securities with a maturity comparable to August 1, 2023.

“Comparable Treasury Price” means, with respect to any Optional Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Optional Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotation or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Quotations, the average of all such quotations.

“Dividend Period” means, with respect to the Series 2023-B Term Preferred Shares, in the case of the first Dividend Period, the period beginning on the Date of Original Issue for such Series of Term Preferred Shares and ending on and including January 31, 2019 and, for each subsequent Dividend Period, the period beginning on the Dividend Payment Date for the previous Dividend Period and ending on and including the calendar day immediately preceding the Dividend Payment Date for such semi-annual Dividend Period (or, if earlier, on the date on which such Series 2023-B Term Preferred Share is redeemed).

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Corporation.

“Optional Redemption Premium” means with respect to each Series 2023-B Term Preferred Share an amount equal to 0.00% of the Liquidation Preference for such Series 2023-B Term Preferred Share.

“Reference Treasury Dealer” means each of any four primary U.S. Government securities dealers in the United States of America selected by the Corporation.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any Optional Redemption Rate, the average, as determined by the Independent Investment Banker, of the bid and asked price for the Comparable Treasury Issue (expressed in each case as a percentage of its Liquidation Preference) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 pm New York City time on the third Business Day preceding such Optional Redemption Date.

“Treasury Rate” means, with respect to any Optional Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its Liquidation Preference) equal to the Comparable Treasury Price for such Optional Redemption Date.

Section 10.Amendments to Terms of Term Preferred Shares Applicable to the Series.

The following provisions contained under the heading “Terms Applicable to all Series of Term Preferred Shares” in the TPS Supplement are hereby amended as follows:

Not applicable.

Appendix C

FS CREDIT OPPORTUNITIES CORP.

TERM PREFERRED SHARES, SERIES 2026

Preliminary Statement and Incorporation By Reference

This Appendix establishes a Series of Term Preferred Shares of FS Credit Opportunities Corp. Except as set forth below, this Appendix incorporates by reference the terms set forth with respect to all Series of such Term Preferred Shares in that “Supplement to the Charter Establishing and Fixing the Rights and Preferences of the Term Preferred Shares” (the “TPS Supplement”). Capitalized terms used herein but not defined herein have the respective meanings therefor set forth in the TPS Supplement.

Section 1.Designation as to Series.

Term Preferred Shares, Series 2026: A series of 100,000 Preferred Shares classified as Term Preferred Shares is hereby designated as the “Term Preferred Shares, Series 2026” (the “Series 2026 Term Preferred Shares”). Each share of such Series shall have such preferences, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption, in addition to those required by applicable law and those that are expressly set forth in the Charter and the TPS Supplement (except as the TPS Supplement may be expressly modified by this Appendix), as are set forth in this Appendix C. The Series 2026 Term Preferred Shares shall constitute a separate series of Term Preferred Shares and each Series 2026 Term Preferred Share shall be identical. The following terms and conditions shall apply solely to the Series 2026 Term Preferred Shares:

Section 2.Number of Authorized Shares of Series.

The number of authorized shares is 100,000.

Section 3.Date of Original Issue with respect to Series.

The Date of Original Issue is November 1, 2018.

Section 4.Dividend Rate Applicable to Series.

The Dividend Rate for Series 2026 Term Preferred Shares shall equal 5.426% per annum.

Section 5.Liquidation Preference Applicable to Series.

The Liquidation Preference is $1,000 per share.

Section 6.Term Redemption Date Applicable to Series.

The Term Redemption Date is February 1, 2026.

Section 7.Dividend Payment Dates Applicable to Series.

The Dividend Payment Dates are February 1 and August 1 of each year, commencing on February 1, 2019 (or, if such day is not a Business Day, the next succeeding Business Day).

Section 8.Additional Definitions Applicable to the Series.

The following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires:

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to February 1, 2026, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate preferred securities with a maturity comparable to February 1, 2026.

“Comparable Treasury Price” means, with respect to any Optional Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Optional Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotation or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Quotations, the average of all such quotations.

“Dividend Period” means, with respect to the Series 2026 Term Preferred Shares, in the case of the first Dividend Period, the period beginning on the Date of Original Issue for such Series of Term Preferred Shares and ending on and including January 31, 2019 and, for each subsequent Dividend Period, the period beginning on the Dividend Payment Date for the previous Dividend Period and ending on and including the calendar day immediately preceding the Dividend Payment Date for such semi-annual Dividend Period (or, if earlier, on the date on which such Series 2026 Term Preferred Share is redeemed).

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Corporation.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by Standard & Poor’s Financial Rating Services, a division of McGraw-Hill, Inc., or any other equivalent rating by any NRSRO.

“Optional Redemption Premium” means with respect to each Series 2026 Term Preferred Share an amount equal to 0.00% of the Liquidation Preference for such Series 2026 Term Preferred Share.

“Optional Redemption Price” means, with respect to the Series 2026 Term Preferred Shares, an amount equal to the greater of (x) the Liquidation Preference of such Series of Term Preferred Shares and (y) the sum of (a) the present value of the Liquidation Preference and (b) the present value of all remaining scheduled dividend payments that would be payable from (and including) the Optional Redemption Date to (and including) the Term Redemption Date, in each case, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate + 50 bps, and in the case of both (x) and (y) plus an amount equal to all unpaid dividends and other distributions accumulated to (but excluding) the Optional Redemption Date (whether or not earned or declared, but excluding interest thereon); provided, however, that on or after November 1, 2025, the Corporation may, at its sole option out of funds legally available therefor, redeem (in whole or, from time to time, in part) Series 2026 Term Preferred Shares at a price per share equal to the Liquidation Preference plus accumulated but unpaid dividends and other distributions thereon (whether or not earned or declared but excluding interest thereon) to (but excluding) the date fixed for such redemption by the Board of Directors in accordance with the terms hereof. For the avoidance of doubt, this Optional Redemption Price does not apply to any Series 2026 Term Preferred Shares redeemed (i) pursuant to Corrective Action for failure to maintain Asset Coverage of at least 225%, as provided for in Section 2.5(b) of the TPS Supplement as amended by this Appendix, (ii) upon a change of control of the Adviser, as provided for in Section 2.5(d) of this Appendix, (iii) upon a Rating Event, as provided for in Section 2.5(e) of the TPS Supplement as amended by this Appendix, or (iv) upon the Holders of Series 2026 Term Preferred Shares seeking to replace or nominate any existing Director, as provided for in Section 2.5(f) of the TPS Supplement as amended by this Appendix.

“Rating Event Rate” means the sum of the applicable Dividend Rate for such Series plus 3.50% per annum.

“Reference Treasury Dealer” means each of any four primary U.S. Government securities dealers in the United States of America selected by the Corporation.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any Optional Redemption Rate, the average, as determined by the Independent Investment Banker, of the bid and asked price for the Comparable Treasury Issue (expressed in each case as a percentage of its Liquidation Preference) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 pm New York City time on the third Business Day preceding such Optional Redemption Date.

“Treasury Rate” means, with respect to any Optional Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its Liquidation Preference) equal to the Comparable Treasury Price for such Optional Redemption Date.

Section 9.Amendments to Terms of Term Preferred Shares Applicable to the Series.

The following provisions contained under the heading “Terms Applicable to all Series of Term Preferred Shares” in the TPS Supplement are hereby amended as follows:

Section 2.2(h) of the TPS Supplement shall be deleted in its entirety and replaced with new Sections 2.2(h) and (i) as follows:

“(h)      Rating Event. The Dividend Rate on the Series 2026 Term Preferred Shares shall be adjusted to give effect to the Rating Event Rate if (i) at any time the Corporation does not have at least one credit rating with respect to the Series 2026 Term Preferred Shares issued by an NRSRO, except Egan-Jones Rating Company or Morningstar Credit Ratings, that is an Investment Grade Rating and (ii) such lack of an Investment Grade Rating continues for a period of 75 consecutive days (a “Rating Event”); provided that no Rating Event Rate shall apply if, at any time during such 75-day period, the Corporation delivers a certificate to the Holders of the Series 2026 Term Preferred Shares certifying that it is in the process of obtaining a credit rating from at least one NRSRO, except Egan-Jones Rating Company or Morningstar Credit Ratings, that the Corporation believes in good faith will be an Investment Grade Rating (a “Pending Investment Grade Rating Certificate”). If the Corporation fails to deliver a Pending Investment Grade Rating Certificate during such 75-day period, the Rating Event Rate shall be effective from the date on which a Rating Event occurs until the Corporation obtains an Investment Grade Rating from any NRSRO, except Egan-Jones Ratings Company or Morningstar Credit Ratings, after which the Rating Event Rate will no longer be in effect unless and until another Rating Event occurs. In case of any Rating Event on the Series 2026 Term Preferred Shares, the Dividend Rate for such Series 2026 Term Preferred Shares will be equal to the Rating Event Rate for each calendar day on which such Rating Event is in effect in respect thereof.

(i)         Reporting of Default Rate or Rating Event. In the event that a Default Rate or Rating Event Rate is in effect for an Outstanding Series of Term Preferred Shares, the Corporation shall, or shall request the Redemption and Paying Agent, on behalf of the Corporation, as soon as practicable (but in no event later than five (5) Business Days following the first day that such Default Rate or Rating Event Rate, as applicable, is in effect), notify the Holders of the Term Preferred Shares of such Series on the first date on which the Default Rate or Rating Event Rate, as applicable, was in effect by overnight delivery, by first class mail, postage prepaid or by Electronic Means, in each case reasonably designed to reach all Holders of record, of the effectiveness of the Default Rate or Rating Event Rate, as applicable, and the date(s) on which such Default Rate or Rating Event Rate, as applicable, was effective. In addition, following the end of a Default triggering such Default Rate or a Rating Event triggering a Rating Event Rate, as applicable, the Corporation shall, or shall request the Redemption and Paying Agent, on behalf of the Corporation, as soon as practicable (but in no event later than five (5) Business Days following the last day that such Default Rate or Rating Event Rate, as applicable, is in effect), notify to the Holders of the Term Preferred Shares of such Series on the first date on which the Default Rate or Rating Event Rate, as applicable, ceased to be in effect by overnight delivery, by first class mail, postage prepaid or by Electronic Means, in each case reasonably designed to reach all Holders of record, of the date on which such Default Rate or Rating Event Rate, as applicable, ceased to be effective (as determined in accordance with Section 2.2(g) of this Supplement (in the case of a Default) or Section 2.2(h) of this Supplement (in the case of a Rating Event)).”

Section 2.5 of the TPS Supplement shall be amended and restated in its entirety as follows:

“Section 2.5    Redemption. Each Series of Term Preferred Shares shall be subject to redemption by the Corporation as provided below:

(a)Term Redemption. The Corporation shall redeem all Term Preferred Shares of a Series on the Term Redemption Date for such Series at a price per share equal to the Liquidation Preference for such Series plus an amount equal to all unpaid dividends and other distributions on such Term Preferred Shares accumulated from and including the Date of Original Issue to (but excluding) the Term Redemption Date for such Series (whether or not earned or declared by the Corporation, but without interest thereon (the “Term Redemption Price”) out of funds legally available for such payment and to the extent permitted by any Financing Arrangement in effect on such date).

(b)Asset Coverage Corrective Action or Cure.

(i)If the Corporation fails to comply with the Asset Coverage requirement as provided in Section 2.4(a) of this Supplement as of any time as of which such compliance is required to be determined in accordance with Section 2.4(a) of this Supplement and such failure is not cured as of the close of business on the Asset Coverage Cure Date (other than as a result of the Corrective Action required by this Section 2.5(b)(i)), the Corporation shall, to the extent permitted by the 1940 Act and Maryland law and pursuant to the terms and conditions of any credit agreement, loan agreement, credit facility or other agreement representing borrowings of the Corporation (a “Financing Arrangement”) that is in effect at such time, by the close of business on the Business Day next following such Asset Coverage Cure Date, (x) determine (1) the Corrective Action to be taken to cause the Corporation to regain compliance with the Asset Coverage requirement provided in Section 2.4(a) of this Supplement; and (2) the date, which date shall not be later than 15 calendar days following such Asset Coverage Cure Date, on which the Corporation shall regain compliance with the Asset Coverage requirement provided in Section 2.4(a) of this Supplement; provided that the Corporation may select a different Corrective Action to be taken following the determination in clause (x)(1) so long as the Corporation regains compliance with the Asset Coverage requirement by the date determined in clause (x)(2); and (y)(1) in the case of a Corrective Action involving an Irrevocable Deposit in connection with a redemption of Preferred Shares pursuant to this Section 2.5(b), cause such Irrevocable Deposit to be made, in each case, on or prior to the 15th calendar day following such Asset Coverage Cure Date, in accordance with the terms of the Preferred Shares to be redeemed, for the redemption of a sufficient number of Preferred Shares that would enable the Corporation to meet the requirements of Section 2.5(b)(iii) of this Supplement; (2) in the case of a Corrective Action involving a repayment of indebtedness of the Corporation, on or prior to the 15th calendar day following such Asset Coverage Cure Date, repay such indebtedness; or (3) in the case of a Corrective Action involving one or more corrective trades involving assets of the Corporation, on or prior to the 15th calendar day following such Asset Coverage Cure Date, execute such corrective trades. Notwithstanding the foregoing, with respect only to the Series 2026 Term Preferred Shares, if any Series 2026 Term Preferred Shares are Outstanding and the corrective action described in clause (i) of the definition of “Corrective Action” is the only corrective action taken pursuant to this Section 2.5(b), the Corporation must regain Asset Coverage of at least 225% but no more than 250% by the date determined in Section 2.5(b)(x)(2) of this Supplement.

(ii)In the event that any Term Preferred Shares of a Series then Outstanding are to be redeemed pursuant to Section 2.5(b)(i) of this Supplement, the Corporation shall redeem such shares at a price per share equal to the Liquidation Preference of such Series of Term Preferred Shares plus an amount equal to all unpaid dividends and other distributions on such share of such Series of Term Preferred Shares accumulated from and including the Date of Original Issue to (but excluding) the date fixed for such redemption by the Board of Directors (whether or not earned or declared by the Corporation, but without interest thereon), subject to Section 2.5(d)(vi) of this Supplement (the “Asset Coverage Redemption Price”).

(iii)On the Redemption Date or other applicable redemption date for a redemption contemplated by Section 2.5(b)(i) of this Supplement, the Corporation shall redeem at the Asset Coverage Redemption Price, out of funds legally available therefor and to the extent permitted by any Financing Arrangement in effect on such date, such number of Preferred Shares (which may include at the sole option of the Corporation any number or proportion of Term Preferred Shares of a Series) as shall be equal to the lesser of (x) the minimum number of Preferred Shares, the redemption of which, if deemed to have occurred immediately prior to the opening of business on the Asset Coverage Cure Date, would result in the Corporation having Asset Coverage on such Asset Coverage Cure Date of at least 225% (provided, however, that if there is no such minimum number of Term Preferred Shares and other Preferred Shares the redemption or retirement of which would have such result, all Term Preferred Shares and other Preferred Shares then outstanding shall be redeemed), and (y) the maximum number of Preferred Shares that can be redeemed out of funds expected to be legally available therefor in accordance with the Charter and applicable law and to the extent permitted by any Financing Arrangement in effect on such date. The Corporation shall deliver the Notice of Redemption (as defined below) and make an Irrevocable Deposit to redeem such Preferred Shares no later than the 15th calendar day following such Asset Coverage Cure Date, except that if the Corporation does not have funds legally available for the redemption of all of the required number of Term Preferred Shares and other Preferred Shares which have been designated to be redeemed on or prior to the 15th calendar day following such Asset Coverage Cure Date, the Corporation shall (i) deliver a Notice of Redemption and make an Irrevocable Deposit to redeem those Term Preferred Shares and other Preferred Shares for which it does have sufficient funds legally available and (ii) deliver a Notice of Redemption and make an Irrevocable Deposit to redeem those Term Preferred Shares and other Preferred Shares for which it did not have sufficient funds on the earliest practicable date on which it is able to effect such redemption. If fewer than all of the Outstanding Term Preferred Shares of a Series are to be redeemed pursuant to this Section 2.5(b), the number of Term Preferred Shares of such Series to be redeemed from the respective Holders shall be determined (A) pro rata among the Outstanding shares of such Series of Term Preferred Shares, (B) by lot or (C) in such other manner as the Board of Directors may determine to be fair and equitable, in each case, in accordance with the 1940 Act; provided, in each such case, that such method of redemption as set forth in this Section 2.5(b)(iii) shall be subject to any applicable procedures established by the Securities Depository.

(c)Optional Redemption.

(i)Subject to the provisions of Section 2.5(c)(ii) of this Supplement, the Corporation may out of funds legally available therefor and to the extent permitted by any Financing Arrangement in effect on such date at its option on any Business Day (such Business Day, an “Optional Redemption Date”) redeem in whole or from time to time in part the Outstanding Term Preferred Shares of a Series, at a redemption price per Term Preferred Share (the “Optional Redemption Price”) as set forth in the Appendix relating to such Series of Term Preferred Shares.

(ii)If fewer than all of the Outstanding Term Preferred Shares of a Series are to be redeemed pursuant to Section 2.5(c)(i) of this Supplement, the Term Preferred Shares of such Series to be redeemed shall be selected either (A) pro rata among the Holders of such Series, (B) by lot or (C) in such other manner as the Board of Directors may determine to be fair and equitable, in each case, in accordance with the 1940 Act; provided, in each such case, that such method of redemption as set forth in this Section 2.5(c)(ii) shall be subject to any applicable procedures established by the Securities Depository. Subject to the provisions of this Supplement and applicable law, the Board of Directors will have the full power and authority to prescribe the terms and conditions upon which Term Preferred Shares will be redeemed pursuant to this Section 2.5(c) from time to time.

(iii)The Corporation may not on any date deliver a Notice of Redemption pursuant to Section 2.6(g) of this Supplement in respect of a redemption contemplated to be effected pursuant to this Section 2.6(c) unless on such date the Corporation has available Deposit Securities having a Market Value not less than the amount that will be due to Holders of Term Preferred Shares by reason of the redemption of such Term Preferred Shares on the Optional Redemption Date contemplated by such Notice of Redemption.

(d)Redemption upon a Change of Control. At any time that the Adviser, or an affiliate thereof, ceases to be the investment adviser to the Corporation and is not replaced within 120 days by another investment adviser reasonably acceptable to Holders of a majority of the Outstanding Series 2026 Term Preferred Shares (a “Change of Control”), the Corporation will be required to make an offer (the “Change of Control Offer”) to the Holders of Outstanding Series 2026 Term Preferred Shares to redeem all or any of such Holder’s Series 2026 Term Preferred Shares at a price per share equal to the Liquidation Preference plus accumulated but unpaid dividends and other distributions thereon (whether or not earned or declared but excluding interest thereon) to (but excluding) the date fixed for such redemption by the Board of Directors in accordance this Supplement. Within 30 days following the expiration of the 120-day period described in this Section 2.5(d), the Corporation will notify the Holders of Outstanding Series 2026 Term Preferred Shares of a Change of Control Offer (a “Change of Control Offer Notice”) by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Redemption and Paying Agent, on behalf of the Corporation, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means, which, for the avoidance of doubt, may be to the holder of the global security representing the Series 2026 Term Preferred Shares and registered in the name of Cede & Co. The Change of Control Offer Notice shall state: (i) that a Change of Control has occurred as defined in this Section 2.5(d) of the Supplement and that such Holder of Series 2026 Term Preferred Shares has the right to require the Corporation to redeem all or any of such Holder’s Series 2026 Term Preferred Shares at a price per share equal to the Liquidation Preference plus accumulated but unpaid dividends and other distributions thereon (whether or not earned or declared but excluding interest thereon) to (but excluding) the date fixed for such redemption by the Board of Directors in accordance this Supplement; (ii) the date fixed for redemption pursuant to this Section 2.5(d), which shall be no earlier than 30, nor later than 60 days from the date such Change of Control Offer Notice is sent (the “Change of Control Redemption Date”); (iii) the CUSIP number for the Series 2026 Term Preferred Shares; (iv) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Directors requires and the Change of Control Offer Notice states) are to be surrendered for payment of the Redemption Price; (v) that Holders of Series 2026 Term Preferred Shares electing to have any of their Series 2026 Term Preferred Shares redeemed will be required to surrender such Series Term Preferred Shares with an appropriate form duly completed by such Holder and attached to the Change of Control Offer Notice specifying, among other things, the number of Series 2026 Term Preferred Shares that the Holder is surrendering for redemption; (vi) that Holders of Series 2026 Term Preferred Shares will be entitled to withdraw their election referred to in clause (v) if the Redemption and Paying Agent receives, not later than the close of business on the second Business Day preceding the Redemption Date, a facsimile transmission or letter setting forth the name of the Holder, the number of Series 2026 Term Preferred Shares surrendered for redemption and a statement that such Holder is withdrawing his, her or its election to have the Series 2026 Term Preferred Shares to be redeemed; and (vii) that dividends on the Series 2026 Term Preferred Shares to be redeemed will cease to accumulate from and after such Redemption Date. The Corporation shall cause the Change of Control Offer to remain open for at least 20 Business Days from the date on which the Change of Control Offer Notice was sent. On the Change of Control Redemption Date, the Corporation shall (x) accept for redemption all Series 2026 Term Preferred Shares properly tendered for redemption pursuant to the Change of Control Office Notice and (y) effect the redemption of such Series 2026 Term Preferred Shares in accordance with the provisions of Section 2.5(g)(i)-(vi) herein.

(e)Redemption upon a Rating Event.

(i)Subject to the provisions of Section 2.5(e)(ii) of this Supplement, if (x) the Corporation does not have at least one credit rating with respect to the Series 2026 Term Preferred Shares issued by an NRSRO, except Egan-Jones Rating Company or Morningstar Credit Ratings, that is an Investment Grade Rating, (y) the Corporation has attempted in good faith to obtain an Investment Grade Rating with respect to the Outstanding Series 2026 Term Preferred Shares from any NRSRO, except Egan-Jones Rating Company or Morningstar Credit Ratings, and (z) the Corporation delivers a certificate to the Holders of the Series 2026 Term Preferred Shares certifying that it believes in good faith that it is unable to obtain an Investment Grade Rating with respect to the Series 2026 Term Preferred Shares, then the Corporation may out of funds legally available therefor and to the extent permitted by any Financing Arrangement in effect on such date at redeem in whole or from time to time in part the Outstanding Series 2026 Term Preferred Shares, at a redemption price per Series 2026 Term Preferred Share at a price per share equal to the Liquidation Preference plus accumulated but unpaid dividends and other distributions thereon (whether or not earned or declared but excluding interest thereon) to (but excluding) the date fixed for such redemption by the Board of Directors. If any other NRSRO, other than Egan-Jones Rating Company or Morningstar Credit Ratings, has notified the Corporation that it is able to issue an Investment Grade Rating with respect to the Series 2026 Term Preferred Shares, the Corporation will use commercially reasonable efforts to cause the applicable NRSRO that is unable to issue an Investment Grade Rating to (A) withdraw its rating of the Series 2026 Term Preferred Shares or (B) change any public credit rating of the Series 2026 Term Preferred Shares that is not an Investment Grade Rating to a private credit rating; provided that the Corporation shall not be required to take any of the foregoing actions so long as it maintains at least two Investment Grade Ratings issued by NRSROs, except Egan-Jones Rating Company or Morningstar Credit Ratings, with respect to the Series 2026 Term Preferred Shares.

(ii)If fewer than all of the Outstanding Series 2026 Term Preferred Shares are to be redeemed pursuant to Section 2.5(e)(i) of this Supplement, the Series 2026 Term Preferred Shares to be redeemed shall be selected either (A) pro rata among the Holders of such Series, (B) by lot or (C) in such other manner as the Board of Directors may determine to be fair and equitable, in each case, in accordance with the 1940 Act; provided, in each such case, that such method of redemption as set forth in this Section 2.5(e)(ii) shall be subject to any applicable procedures established by the Securities Depository. Subject to the provisions of this Supplement and applicable law, the Board of Directors will have the full power and authority to prescribe the terms and conditions upon which Series 2026 Term Preferred Shares will be redeemed pursuant to this Section 2.5(e) from time to time.

(iii)The Corporation may not on any date deliver a Notice of Redemption pursuant to Section 2.5(g) of this Supplement in respect of a redemption contemplated to be effected pursuant to this Section 2.5(e) unless on such date the Corporation has available Deposit Securities having a Market Value not less than the amount that will be due to Holders of Series 2026 Term Preferred Shares by reason of the redemption of such Series 2026 Term Preferred Shares on the Redemption Date contemplated by such Notice of Redemption.

(f)Redemption upon Certain Stockholder Actions.

(i)Except for the exercise of the Holders of Preferred Shares’ right to appoint a majority of the Directors pursuant to Section 2.6(b) of this Supplement and to the extent permitted by applicable law, at any time that holders of the Series 2026 Term Preferred Shares seek to replace any existing Director (including one or both of the Directors designated pursuant to Section 2.6(a) of this Supplement or nominate any additional Director to the Board of Directors pursuant to a proxy contest, the Corporation may out of funds legally available therefor and to the extent permitted by any Financing Arrangement in effect on such date redeem in whole or from time to time in part the Outstanding Series 2026 Term Preferred Shares, at a redemption price per Term Preferred Share equal to the Liquidation Preference plus accumulated but unpaid dividends and other distributions thereon (whether or not earned or declared but excluding interest thereon) to (but excluding) the date fixed for such redemption by the Board of Directors; provided, that at least 90 days prior to taking any action with respect to such proxy contest, the Holders of a majority of the Outstanding Series 2026 Term Preferred Shares must deliver notice (the “Nomination Notice”) to the Corporation of their intent to replace any existing Directors or nominate additional Directors by overnight delivery, by first class mail, postage prepaid or by electronic means and otherwise in accordance with the notice requirements (x) set forth in the Charter, the Supplement or the Bylaws then in effect or (y) otherwise required by applicable law, rule or regulation. Upon delivery of the Nomination Notice to the Corporation, the Corporation shall have the option to redeem any and all Series 2026 Term Preferred Shares in accordance with this Section 2.5(f).

(ii)If fewer than all of the Outstanding Series 2026 Term Preferred Shares are to be redeemed pursuant to Section 2.5(i) of this Supplement, the Series 2026 Term Preferred Shares to be redeemed shall be selected either (A) pro rata among the Holders of such Series, (B) by lot or (C) in such other manner as the Board of Directors may determine to be fair and equitable, in each case, in accordance with the 1940 Act; provided, in each such case, that such method of redemption as set forth in this Section 2.5(f)(ii) shall be subject to any applicable procedures established by the Securities Depository. Subject to the provisions of this Supplement and applicable law, the Board of Directors will have the full power and authority to prescribe the terms and conditions upon which Series 2026 Term Preferred Shares will be redeemed pursuant to this Section 2.5(f) from time to time.

(iii)The Corporation may not on any date deliver a Notice of Redemption pursuant to Section 2.5(g) of this Supplement in respect of a redemption contemplated to be effected pursuant to this Section 2.5(f) unless on such date the Corporation has available Deposit Securities having a Market Value not less than the amount that will be due to Holders of Series 2026 Term Preferred Shares by reason of the redemption of such Series 2026 Term Preferred Shares on the Redemption Date contemplated by such Notice of Redemption.

(g)Procedures for Redemption.

(i)If the Corporation shall determine or be required to redeem, in whole or in part, Term Preferred Shares of a Series pursuant to Section 2.5(a), (b), (c), (e) or (f) of this Supplement, the Corporation shall deliver a notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Redemption and Paying Agent, on behalf of the Corporation, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. A Notice of Redemption shall be provided not more than forty-five (45) calendar days prior to the date fixed for redemption and not less than five (5) calendar days prior to the date fixed for redemption pursuant to Section 2.5(a), (b), (c), (e) or (f) of this Supplement in such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: (A) the Redemption Date; (B) the Series of Term Preferred Shares and number of Term Preferred Shares to be redeemed; (C) the CUSIP number for Term Preferred Shares of such Series; (D) the applicable Redemption Price on a per share basis; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Directors requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (F) that dividends on the Term Preferred Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Supplement under which such redemption is made. If fewer than all Term Preferred Shares held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of Term Preferred Shares to be redeemed from such Holder or the method of determining such number. The Corporation may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.5(c), (e) or (f) of this Supplement that such redemption is subject to one or more conditions precedent and that the Corporation shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law. Notwithstanding the foregoing, a Change of Control Offer Notice delivered pursuant to Section 2.5(d) of this Supplement shall be deemed to be a “Notice of Redemption” for purposes of Section 2.5(g) of this Supplement made in accordance with this Section 2.5(g)(i), and the Change of Control Redemption Date included in any Change of Control Offer Notice shall be deemed to be the “Redemption Date” for the purposes of this Section 2.5(g).

(ii)If the Corporation shall give a Notice of Redemption, then at any time from and after the giving of such Notice of Redemption and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Corporation), the Corporation shall (A) make an Irrevocable Deposit with the Redemption and Paying Agent of Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the Term Preferred Shares to be redeemed on the Redemption Date and (B) give the Redemption and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the Term Preferred Shares called for redemption on the Redemption Date. The Corporation may direct the Redemption and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is the Term Redemption Date, then such Irrevocable Deposit of Deposit Securities shall be made no later than 15 calendar days prior to the Term Redemption Date.

(iii)Following the giving of a Notice of Redemption, upon the date of the Irrevocable Deposit of Deposit Securities in accordance with Section 2.5(g)(ii) of this Supplement, all rights of the Holders of the Term Preferred Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such Term Preferred Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends and other distributions thereon in accordance with the terms hereof up to (but excluding) the applicable date of redemption, which accumulated dividends and other distributions, unless previously declared and paid as contemplated by the last sentence of Section 2.5(g)(vi) below, shall be payable only as part of the applicable Redemption Price on the date of redemption of the Term Preferred Shares). The Corporation shall be entitled to receive, promptly after the date of redemption of the Term Preferred Shares, any Deposit Securities in excess of the aggregate Redemption Price of the Term Preferred Shares called for redemption on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of 90 calendar days from the date of redemption of the Term Preferred Shares shall, to the extent permitted by law, be repaid to the Corporation, after which the Holders of the Term Preferred Shares so called for redemption shall look only to the Corporation for payment of the Redemption Price thereof. The Corporation shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.

(iv)Notwithstanding the other provisions of this Section 2.5, except as otherwise required by law, (A) the Corporation shall not redeem any Term Preferred Shares or other series of Preferred Shares unless all accumulated and unpaid dividends and other distributions on all Outstanding Term Preferred Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Corporation) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities or sufficient funds or securities (in accordance with the terms of such Preferred Shares) for the payment of such dividends and other distributions shall have been or are contemporaneously deposited with the Redemption and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares and (B) if, as of the Redemption Date for a Series of Term Preferred Shares, any redemption required with respect to any outstanding Preferred Shares (including shares of other Series of Term Preferred Shares) ranking on a parity with such Series of Term Preferred Shares (x) shall not have been made on the redemption date therefor or is not contemporaneously made on the Redemption Date or (y) shall not have been or is not contemporaneously noticed and Deposit Securities or sufficient funds or securities (in accordance with the terms of such Term Preferred Shares or other Preferred Shares) for the payment of such redemption shall not have been or are not contemporaneously deposited with the Redemption and Paying Agent or other applicable paying agent for such other Term Preferred Shares or other Preferred Shares in accordance with the terms of such other Term Preferred Shares or other Preferred Shares, then any redemption required hereunder shall be made as nearly as possible on a pro rata basis with all other Preferred Shares then required to be redeemed (or in respect of which securities or funds for redemption are required to be deposited) in accordance with the terms of such Preferred Shares, and the number of shares of such Series of Term Preferred Shares to be redeemed from the respective Holders shall be determined pro rata among the Outstanding shares of such Series of Term Preferred Shares or in such other manner as the Board of Directors may determine to be fair and equitable and that is in accordance with the 1940 Act; provided, in each such case, that such method of redemption as set forth in this Section 2.5(g)(iv) shall be subject to any applicable procedures established by the Securities Depository, and provided further, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding Term Preferred Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding Term Preferred Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid or for which required redemptions have not been made.

(v)To the extent that any redemption for which a Notice of Redemption has been provided is not made (A) by reason of the absence of legally available funds therefor in accordance with the Charter, this Supplement and applicable law or (B) pursuant to the terms and conditions of any Financing Arrangement in effect on the date on which such redemption is scheduled, such redemption shall be made as soon as practicable to the extent such funds become available or as permitted by such Financing Arrangement. No Redemption Default shall be deemed to have occurred if the Corporation shall fail to deposit in trust with the Redemption and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof of no less than the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any Term Preferred Shares, dividends shall be declared and paid on such Term Preferred Shares in accordance with their terms regardless of whether Deposit Securities for the payment of the Redemption Price of such Term Preferred Shares shall have been deposited in trust with the Redemption and Paying Agent for that purpose.

(vi)Notwithstanding anything to the contrary in this Supplement or in any Notice of Redemption, if the Corporation shall not have redeemed Term Preferred Shares on the applicable Redemption Date, the Holders of the Term Preferred Shares subject to redemption shall continue to be entitled to (a) receive dividends on such Term Preferred Shares accumulated at the Dividend Rate for the period from, and including, such Redemption Date through, but excluding, the date on which such Term Preferred Shares are actually redeemed and such dividends, to the extent accumulated, but unpaid, during such period (whether or not earned or declared but without interest thereon) shall be included in the Redemption Price for such Term Preferred Shares and (b) transfer the Term Preferred Shares prior to the date on which such Term Preferred Shares are actually redeemed, provided that all other rights of Holders of such Term Preferred Shares shall have terminated upon the date of deposit of Deposit Securities in accordance with and as provided in Sections 2.5(g)(ii) and 2.5(g)(iii) of this Supplement.

(h)Redemption and Paying Agent as Director of Redemption Payments by Corporation. All Deposit Securities transferred to the Redemption and Paying Agent for payment of the Redemption Price of Term Preferred Shares called for redemption shall be held in trust by the Redemption and Paying Agent for the benefit of Holders of Term Preferred Shares so to be redeemed until paid to such Holders in accordance with the terms hereof or returned to the Corporation in accordance with the provisions of Section 2.5(g)(iii) above.

(i)Compliance With Applicable Law. The Corporation shall effect any redemption pursuant to this Section 2.5 in accordance with the 1940 Act and any applicable law and pursuant to the terms and conditions of any Financing Arrangement in effect as of the date of such redemption.

(j)Modification of Redemption Procedures. Notwithstanding the foregoing provisions of this Section 2.5, the Corporation may, in its sole discretion and without a Stockholder vote, modify the procedures set forth above with respect to notification of redemption for the Term Preferred Shares, provided that such modification does not materially and adversely affect the Holders of the Term Preferred Shares or cause the Corporation to violate any applicable law, rule or regulation.

Appendix D

FS CREDIT OPPORTUNITIES CORP.

TERM PREFERRED SHARES, SERIES 2025

Preliminary Statement and Incorporation By Reference

This Appendix establishes a Series of Term Preferred Shares of FS Credit Opportunities Corp. Except as set forth below, this Appendix incorporates by reference the terms set forth with respect to all Series of such Term Preferred Shares in that “Supplement to the Charter Establishing and Fixing the Rights and Preferences of the Term Preferred Shares” (the “TPS Supplement”). Capitalized terms used herein but not defined herein have the respective meanings therefor set forth in the TPS Supplement.

Section 1.Designation as to Series.

Term Preferred Shares, Series 2025: A series of 50,000 Preferred Shares classified as Term Preferred Shares is hereby designated as the “Term Preferred Shares, Series 2025” (the “Series 2025 Term Preferred Shares”). Each share of such Series shall have such preferences, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption, in addition to those required by applicable law and those that are expressly set forth in the Charter and the TPS Supplement (except as the TPS Supplement may be expressly modified by this Appendix), as are set forth in this Appendix D. The Series 2025 Term Preferred Shares shall constitute a separate series of Term Preferred Shares and each Series 2025 Term Preferred Share shall be identical. The following terms and conditions shall apply solely to the Series 2025 Term Preferred Shares:

Section 2.Number of Authorized Shares of Series.

The number of authorized shares is 50,000.

Section 3.Date of Original Issue with respect to Series.

The Date of Original Issue is October 22, 2020.

Section 4.Dividend Rate Applicable to Series.

The Dividend Rate for Series 2025 Term Preferred Shares shall equal 4.49% per annum.

Section 5.Liquidation Preference Applicable to Series.

The Liquidation Preference is $1,000 per share.

Section 6.Term Redemption Date Applicable to Series.

The Term Redemption Date is November 1, 2025.

Section 7.Dividend Payment Dates Applicable to Series.

The Dividend Payment Dates are May 1 and November 1 of each year, commencing on May 1, 2021 (or, if such day is not a Business Day, the next succeeding Business Day).

Section 8.Exceptions to Certain Definitions Applicable to the Series.

The following definitions contained under the heading “Definitions” in the TPS Supplement are hereby amended as follows:

“Optional Redemption Price” means, with respect to the Series 2025 Term Preferred Shares, an amount equal to the greater of (x) the Liquidation Preference of such Series of Term Preferred Shares and (y) the sum of (a) the present value of the Liquidation Preference and (b) the present value of all remaining scheduled dividend payments that would be payable from (and including) the Optional Redemption Date to (and including) October 22, 2023, in each case, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate + 100 bps, and in the case of both (x) and (y) plus an amount equal to all unpaid dividends and other distributions accumulated to (but excluding) the Optional Redemption Date (whether or not earned or declared, but excluding interest thereon); provided, however, that on or after October 22, 2023, the Corporation may, at its sole option out of funds legally available therefor, redeem (in whole or, from time to time, in part) Series 2025 Term Preferred Shares at a price per share equal to the Liquidation Preference plus accumulated but unpaid dividends and other distributions thereon (whether or not earned or declared but excluding interest thereon) to (but excluding) the date fixed for such redemption by the Board of Directors in accordance with the terms hereof. For the avoidance of doubt, this Optional Redemption Price does not apply to any Series 2025 Term Preferred Shares redeemed pursuant to Corrective Action for failure to maintain Asset Coverage of at least 225%, as provided for in Section 2.5(b) of the Supplement.

Section 9.Additional Definitions Applicable to the Series.

The following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires:

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to November 1, 2025, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate preferred securities with a maturity comparable to November 1, 2025.

“Comparable Treasury Price” means, with respect to any Optional Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Optional Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotation or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Quotations, the average of all such quotations.

“Dividend Period” means, with respect to each of the Series 2025 Term Preferred Shares, in the case of the first Dividend Period, the period beginning on the Date of Original Issue for such Series of Term Preferred Shares and ending on and including the calendar day immediately preceding the initial Dividend Payment Date and, for each subsequent Dividend Period, the period beginning on the Dividend Payment Date for the previous Dividend Period and ending on and including the calendar day immediately preceding the Dividend Payment Date for such semi-annual Dividend Period (or, if earlier, on the date on which such Series 2025 Term Preferred Share is redeemed).

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Corporation.

“Optional Redemption Premium” means with respect to each Series 2025 Term Preferred Share, an amount equal to 0.00% of the Liquidation Preference for such Series 2025 Term Preferred Share. For the avoidance of doubt, notwithstanding that the Optional Redemption Premium is 0.00%, the Optional Redemption Price is the amount as specified in such definition.

“Reference Treasury Dealer” means each of any four primary U.S. Government securities dealers in the United States of America selected by the Corporation.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any Optional Redemption Rate, the average, as determined by the Independent Investment Banker, of the bid and asked price for the Comparable Treasury Issue (expressed in each case as a percentage of its Liquidation Preference) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 pm New York City time on the third Business Day preceding such Optional Redemption Date.

“Treasury Rate” means, with respect to any Optional Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its Liquidation Preference) equal to the Comparable Treasury Price for such Optional Redemption Date.

Section 10.Amendments to Terms of Term Preferred Shares Applicable to the Series.

The following provisions contained under the heading “Terms Applicable to all Series of Term Preferred Shares” in the TPS Supplement are hereby amended as follows:

Not applicable.

Appendix E

FS CREDIT OPPORTUNITIES CORP.

TERM PREFERRED SHARES, SERIES 2025-2

Preliminary Statement and Incorporation By Reference

This Appendix establishes a Series of Term Preferred Shares of FS Credit Opportunities Corp. Except as set forth below, this Appendix incorporates by reference the terms set forth with respect to all Series of such Term Preferred Shares in that “Supplement to the Charter Establishing and Fixing the Rights and Preferences of the Term Preferred Shares” (the “TPS Supplement”). Capitalized terms used herein but not defined herein have the respective meanings therefor set forth in the TPS Supplement.

Section 1.Designation as to Series.

Term Preferred Shares, Series 2025-2: A series of 50,000 Preferred Shares classified as Term Preferred Shares is hereby designated as the “Term Preferred Shares, Series 2025-2” (the “Series 2025-2 Term Preferred Shares”). Each share of such Series shall have such preferences, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption, in addition to those required by applicable law and those that are expressly set forth in the Charter and the TPS Supplement (except as the TPS Supplement may be expressly modified by this Appendix), as are set forth in this Appendix E. The Series 2025-2 Term Preferred Shares shall constitute a separate series of Term Preferred Shares and each Series 2025-2 Term Preferred Share shall be identical. The following terms and conditions shall apply solely to the Series 2025-2 Term Preferred Shares:

Section 2.Number of Authorized Shares of Series.

The number of authorized shares is 50,000.

Section 3.Date of Original Issue with respect to Series.

The Date of Original Issue is October 22, 2020.

Section 4.Dividend Rate Applicable to Series.

The Dividend Rate for Series 2025-2 Term Preferred Shares shall equal 4.00% per annum.

Section 5.Liquidation Preference Applicable to Series.

The Liquidation Preference is $1,000 per share.

Section 6.Term Redemption Date Applicable to Series.

The Term Redemption Date is November 1, 2025.

Section 7.Dividend Payment Dates Applicable to Series.

The Dividend Payment Dates are May 1 and November 1 of each year, commencing on May 1, 2021 (or, if such day is not a Business Day, the next succeeding Business Day).

Section 8.Exceptions to Certain Definitions Applicable to the Series.

The following definitions contained under the heading “Definitions” in the TPS Supplement are hereby amended as follows:

“Optional Redemption Price” means, with respect to the Series 2025-2 Term Preferred Shares, an amount equal to the greater of (x) the Liquidation Preference of such Series of Term Preferred Shares and (y) the sum of (a) the present value of the Liquidation Preference and (b) the present value of all remaining scheduled dividend payments that would be payable from (and including) the Optional Redemption Date to (and including) May 1, 2025, in each case, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate + 50 bps, and in the case of both (x) and (y) plus an amount equal to all unpaid dividends and other distributions accumulated to (but excluding) the Optional Redemption Date (whether or not earned or declared, but excluding interest thereon); provided, however, that on or after May 1, 2025, the Corporation may, at its sole option out of funds legally available therefor, redeem (in whole or, from time to time, in part) Series 2025-2 Term Preferred Shares at a price per share equal to the Liquidation Preference plus accumulated but unpaid dividends and other distributions thereon (whether or not earned or declared but excluding interest thereon) to (but excluding) the date fixed for such redemption by the Board of Directors in accordance with the terms hereof. For the avoidance of doubt, this Optional Redemption Price does not apply to any Series 2025-2 Term Preferred Shares redeemed pursuant to Corrective Action for failure to maintain Asset Coverage of at least 225%, as provided for in Section 2.5(b) of the Supplement.

Section 9.Additional Definitions Applicable to the Series.

The following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires:

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to November 1, 2025, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate preferred securities with a maturity comparable to November 1, 2025.

“Comparable Treasury Price” means, with respect to any Optional Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Optional Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotation or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Quotations, the average of all such quotations.

“Dividend Period” means, with respect to each of the Series 2025-2 Term Preferred Shares, in the case of the first Dividend Period, the period beginning on the Date of Original Issue for such Series of Term Preferred Shares and ending on and including the calendar day immediately preceding the initial Dividend Payment Date and, for each subsequent Dividend Period, the period beginning on the Dividend Payment Date for the previous Dividend Period and ending on and including the calendar day immediately preceding the Dividend Payment Date for such semi-annual Dividend Period (or, if earlier, on the date on which such Series 2025-2 Term Preferred Share is redeemed).

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Corporation.

“Optional Redemption Premium” means with respect to each Series 2025-2 Term Preferred Share, an amount equal to 0.00% of the Liquidation Preference for such Series 2025-2 Term Preferred Share. For the avoidance of doubt, notwithstanding that the Optional Redemption Premium is 0.00%, the Optional Redemption Price is the amount as specified in such definition.

“Reference Treasury Dealer” means each of any four primary U.S. Government securities dealers in the United States of America selected by the Corporation.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any Optional Redemption Rate, the average, as determined by the Independent Investment Banker, of the bid and asked price for the Comparable Treasury Issue (expressed in each case as a percentage of its Liquidation Preference) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 pm New York City time on the third Business Day preceding such Optional Redemption Date.

“Treasury Rate” means, with respect to any Optional Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its Liquidation Preference) equal to the Comparable Treasury Price for such Optional Redemption Date.

Section 10.Amendments to Terms of Term Preferred Shares Applicable to the Series.

The following provisions contained under the heading “Terms Applicable to all Series of Term Preferred Shares” in the TPS Supplement are hereby amended as follows:

Not applicable.

Appendix F

FS CREDIT OPPORTUNITIES CORP.
TERM PREFERRED SHARES, SERIES 2027

Preliminary Statement and Incorporation by Reference

This Appendix establishes a Series of Term Preferred Shares of FS Credit Opportunities Corp. Except as set forth below, this Appendix incorporates by reference the terms set forth with respect to all Series of such Term Preferred Shares in that “Supplement to the Charter Establishing and Fixing the Rights and Preferences of the Term Preferred Shares” (the “TPS Supplement”). Capitalized terms used herein but not defined herein have the respective meanings therefor set forth in the TPS Supplement.

Section 1.Designation as to Series.

Term Preferred Shares, Series 2027: A series of 100,000 Preferred Shares classified as Term Preferred Shares is hereby designated as the “Term Preferred Shares, Series 2027” (the “Series 2027 Term Preferred Shares”). Each share of such Series shall have such preferences, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption, in addition to those required by applicable law and those that are expressly set forth in the Declaration and the TPS Supplement (except as the TPS Supplement may be expressly modified by this Appendix), as are set forth in this Appendix F. The Series 2027 Term Preferred Shares shall constitute a separate series of Term Preferred Shares and each Series 2027 Term Preferred Share shall be identical. The following terms and conditions shall apply solely to the Series 2027 Term Preferred Shares:

Section 2.Number of Authorized Shares of Series.

The number of authorized shares is 100,000.

Section 3.Date of Original Issue with respect to Series.

The Date of Original Issue is November 2, 2021.

Section 4.Dividend Rate Applicable to Series.

The Dividend Rate for Series 2027 Term Preferred Shares shall equal 2.95% per annum.

Section 5.Liquidation Preference Applicable to Series.

The Liquidation Preference is $1,000 per share.

Section 6.Term Redemption Date Applicable to Series.

The Term Redemption Date is January 31, 2027.

Section 7.Dividend Payment Dates Applicable to Series.

The Dividend Payment Dates are January 31 and July 31 of each year, commencing on January 31, 2022 (or, if such day is not a Business Day, the next succeeding Business Day).

Section 8.Exceptions to Certain Definitions Applicable to the Series.

The following definitions contained under the heading “Definitions” in the TPS Supplement are hereby amended as follows:

“Optional Redemption Price” means, with respect to the Series 2027 Term Preferred Shares, an amount equal to the greater of (x) the Liquidation Preference of such Series of Term Preferred Shares and (y) the sum of (a) the present value of the Liquidation Preference and (b) the present value of all remaining scheduled dividend payments that would be payable from (and including) the Optional Redemption Date to (and including) October 31, 2026, in each case, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate + 50 bps, and in the case of both (x) and (y) plus an amount equal to all unpaid dividends and other distributions accumulated to (but excluding) the Optional Redemption Date (whether or not earned or declared, but excluding interest thereon); provided, however, that on or after October 31, 2026, the Corporation may, at its sole option out of funds legally available therefor, redeem (in whole or, from time to time, in part) Series 2027 Term Preferred Shares at a price per share equal to the Liquidation Preference plus accumulated but unpaid dividends and other distributions thereon (whether or not earned or declared but excluding interest thereon) to (but excluding) the date fixed for such redemption by the Board of Directors in accordance with the terms hereof. For the avoidance of doubt, this Optional Redemption Price does not apply to any Series 2027 Term Preferred Shares redeemed: (i) pursuant to Corrective Action for failure to maintain Asset Coverage of at least 225%, as provided for in Section 2.5(b) of the Supplement, (ii) upon a change of control of the Adviser, as provided for in Section 2.5(d) of the Supplement, and (iii) upon a Rating Event, as provided for in Section 2.5(e) of the Supplement.

“Redemption Price” shall mean the Term Redemption Price, the Mandatory Redemption Price, the Change of Control Redemption Price or the Optional Redemption Price, as applicable.

Section 9.Additional Definitions Applicable to the Series.

The following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires:

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to January 31, 2027, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate preferred securities with a maturity comparable to January 31, 2027.

“Comparable Treasury Price” means, with respect to any Optional Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Optional Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotation or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Quotations, the average of all such quotations.

“Dividend Period” means, with respect to each of the Series 2027 Term Preferred Shares, in the case of the first Dividend Period, the period beginning on the Date of Original Issue for such Series of Term Preferred Shares and ending on and including the calendar day immediately preceding the initial Dividend Payment Date and, for each subsequent Dividend Period, the period beginning on the Dividend Payment Date for the previous Dividend Period and ending on and including the calendar day immediately preceding the Dividend Payment Date for such semi-annual Dividend Period (or, if earlier, on the date on which such Series 2027 Term Preferred Share is redeemed).

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Corporation.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by Standard & Poor’s Financial Rating Services, a division of McGraw-Hill, Inc., or any other equivalent rating by any NRSRO.

“Optional Redemption Premium” means with respect to each Series 2027 Term Preferred Share, an amount equal to 0.00% of the Liquidation Preference for such Series 2027 Term Preferred Share. For the avoidance of doubt, notwithstanding that the Optional Redemption Premium is 0.00%, the Optional Redemption Price is the amount as specified in such definition.

“Rating Event Rate” means the sum of the applicable Dividend Rate for such Series plus 3.50% per annum.

“Reference Treasury Dealer” means each of any four primary U.S. Government securities dealers in the United States of America selected by the Corporation.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any Optional Redemption Rate, the average, as determined by the Independent Investment Banker, of the bid and asked price for the Comparable Treasury Issue (expressed in each case as a percentage of its Liquidation Preference) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 pm New York City time on the third Business Day preceding such Optional Redemption Date.

“Treasury Rate” means, with respect to any Optional Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its Liquidation Preference) equal to the Comparable Treasury Price for such Optional Redemption Date.

Section 10.Amendments to Terms of Term Preferred Shares Applicable to the Series.

The following provisions contained under the heading “Terms Applicable to all Series of Term Preferred Shares” in the TPS Supplement are hereby amended as follows:

Section 2.2(d) of the TPS Supplement shall be replaced in its entirety with new Section 2.2(d) as follows:

(d)       Redemption upon a Change of Control.

(i)         At any time that the Adviser, or an affiliate thereof, ceases to be the investment adviser to the Corporation and is not replaced within 120 days by another investment adviser reasonably acceptable to Holders of a majority of the Outstanding Series 2026 Term Preferred Shares (a “Series 2026 Change of Control”),the Corporation will be required to make an offer (the “Series 2026 Change of Control Offer”) to the Holders of Outstanding Series 2026 Term Preferred Shares to redeem all or any of such Holder’s Series 2026 Term Preferred Shares at a price per share equal to the Liquidation Preference plus accumulated but unpaid dividends and other distributions thereon (whether or not earned or declared but excluding interest thereon) to (but excluding) the date fixed for such redemption by the Board of Directors in accordance this Supplement. Within 30 days following the expiration of the 120-day period described in this Section 2.5(d)(i), the Corporation will notify the Holders of Outstanding Series 2026 Term Preferred Shares of a Series 2026 Change of Control Offer (a “Series 2026 Change of Control Offer Notice”) by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Redemption and Paying Agent, on behalf of the Corporation, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means, which, for the avoidance of doubt, may be to the holder of the global security representing the Series 2026 Term Preferred Shares and registered in the name of Cede & Co. The Series 2026 Change of Control Offer Notice shall state: (i) that a Series 2026 Change of Control has occurred as defined in this Section 2.5(d)(i) of the Supplement and that such Holder of Series 2026 Term Preferred Shares has the right to require the Corporation to redeem all or any of such Holder’s Series 2026 Term Preferred Shares at a price per share equal to the Liquidation Preference plus accumulated but unpaid dividends and other distributions thereon (whether or not earned or declared but excluding interest thereon) to (but excluding) the date fixed for such redemption by the Board of Directors in accordance this Supplement (the “Series 2026 Change of Control Redemption Price”); (ii) the date fixed for redemption pursuant to this Section 2.5(d)(i), which shall be no earlier than 30, nor later than 60 days from the date such Series 2026 Change of Control Offer Notice is sent (the “Series 2026 Change of Control Redemption Date”); (iii) the CUSIP number for the Series 2026 Term Preferred Shares; (iv) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Directors requires and the Series 2026 Change of Control Offer Notice states) are to be surrendered for payment of the Series 2026 Change of Control Redemption Price; (v) that Holders of Series 2026 Term Preferred Shares electing to have any of their Series 2026 Term Preferred Shares redeemed will be required to surrender such Series Term Preferred Shares with an appropriate form duly completed by such Holder and attached to the Series 2026 Change of Control Offer Notice specifying, among other things, the number of Series 2026 Term Preferred Shares that the Holder is surrendering for redemption; (vi) that Holders of Series 2026 Term Preferred Shares will be entitled to withdraw their election referred to in clause (v) if the Redemption and Paying Agent receives, not later than the close of business on the second Business Day preceding the Redemption Date, a facsimile transmission or letter setting forth the name of the Holder, the number of Series 2026 Term Preferred Shares surrendered for redemption and a statement that such Holder is withdrawing his, her or its election to have the Series 2026 Term Preferred Shares to be redeemed; and (vii) that dividends on the Series 2026 Term Preferred Shares to be redeemed will cease to accumulate from and after such Redemption Date. The Corporation shall cause the Series 2026 Change of Control Offer to remain open for at least 20 Business Days from the date on which the Series 2026 Change of Control Offer Notice was sent. On the Series 2026 Change of Control Redemption Date, the Corporation shall (x) accept for redemption all Series 2026 Term Preferred Shares properly tendered for redemption pursuant to the Series 2026 Change of Control Office Notice and (y) effect the redemption of such Series 2026 Term Preferred Shares in accordance with the provisions of Section 2.5(g)(i)-(vi) herein.

(ii)        At any time that the Adviser, or an affiliate thereof, ceases to be the investment adviser to the Corporation and is not replaced within 120 days by another investment adviser reasonably acceptable to Holders of a majority of the Outstanding Series 2027 Term Preferred Shares (a “Series 2027 Change of Control”),the Corporation will be required to make an offer (the “Series 2027 Change of Control Offer”) to the Holders of Outstanding Series 2027 Term Preferred Shares to redeem all or any of such Holder’s Series 2027 Term Preferred Shares at a price per share equal to the Liquidation Preference plus accumulated but unpaid dividends and other distributions thereon (whether or not earned or declared but excluding interest thereon) to (but excluding) the date fixed for such redemption by the Board of Directors in accordance this Supplement. Within 30 days following the expiration of the 120-day period described in this Section 2.5(d)(ii), the Corporation will notify the Holders of Outstanding Series 2027 Term Preferred Shares of a Series 2027 Change of Control Offer (a “Series 2027 Change of Control Offer Notice” and, together with a Series 2026 Change of Control Offer Notice, a “Change of Control Offer Notice”) by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Redemption and Paying Agent, on behalf of the Corporation, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means, which, for the avoidance of doubt, may be to the holder of the global securities representing the Series 2027 Term Preferred Shares and registered in the name of Cede & Co. The Series 2027 Change of Control Offer Notice shall state: (i) that a Series 2027 Change of Control has occurred as defined in this Section 2.5(d)(ii) of the Supplement and that such Holder of Series 2027 Term Preferred Shares has the right to require the Corporation to redeem all or any of such Holder’s Series 2027 Term Preferred Shares at a price per share equal to the Liquidation Preference plus accumulated but unpaid dividends and other distributions thereon (whether or not earned or declared but excluding interest thereon) to (but excluding) the date fixed for such redemption by the Board of Directors in accordance this Supplement (the “Series 2027 Change of Control Redemption Price” and, together with Series 2026 Change of Control Redemption Price, the “Change of Control Redemption Price”); (ii) the date fixed for redemption pursuant to this Section 2.5(d)(ii), which shall be no earlier than 30, nor later than 60 days from the date such Series 2027 Change of Control Offer Notice is sent (the “Series 2026 Change of Control Redemption Date” and together with the Series 2026 Change of Control Redemption Date, the “Change of Control Redemption Date”); (iii) the CUSIP numbers for the Series 2027 Term Preferred Shares; (iv) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Directors requires and the Series 2027 Change of Control Offer Notice states) are to be surrendered for payment of the Series 2027 Change of Control Redemption Price; (v) that Holders of Series 2027 Term Preferred Shares electing to have any of their Series 2027 Term Preferred Shares redeemed will be required to surrender such Series Term Preferred Shares with an appropriate form duly completed by such Holder and attached to the Series 2027 Change of Control Offer Notice specifying, among other things, the number of Series 2027 Term Preferred Shares that the Holder is surrendering for redemption; (vi) that Holders of Series 2027 Term Preferred Shares will be entitled to withdraw their election referred to in clause (v) if the Redemption and Paying Agent receives, not later than the close of business on the second Business Day preceding the Redemption Date, a facsimile transmission or letter setting forth the name of the Holder, the number of Series 2027 Term Preferred Shares surrendered for redemption and a statement that such Holder is withdrawing his, her or its election to have the Series 2027 Term Preferred Shares to be redeemed; and (vii) that dividends on the Series 2027 Term Preferred Shares to be redeemed will cease to accumulate from and after such Redemption Date. The Corporation shall cause the Series 2027 Change of Control Offer to remain open for at least 20 Business Days from the date on which the Series 2027 Change of Control Offer Notice was sent. On the Series 2027 Change of Control Redemption Date, the Corporation shall (x) accept for redemption all Series 2027 Term Preferred Shares properly tendered for redemption pursuant to the Series 2027 Change of Control Office Notice and (y) effect the redemption of such Series 2027 Term Preferred Shares in accordance with the provisions of Section 2.5(g)(i)-(vi) herein.

Section 2.2(h) of the TPS Supplement shall be replaced in its entirety with new Section 2.2(h) as follows:

(h)        Rating Event.

(i)         The Dividend Rate on the Series 2026 Term Preferred Shares shall be adjusted to give effect to the Rating Event Rate if (i) at any time the Corporation does not have at least one credit rating with respect to the Series 2026 Term Preferred Shares issued by an NRSRO, except Egan-Jones Rating Company or Morningstar Credit Ratings, that is an Investment Grade Rating and (ii) such lack of an Investment Grade Rating continues for a period of 75 consecutive days (a “2026 Rating Event”); provided that no Rating Event Rate shall apply if, at any time during such 75 -day period, the Corporation delivers a certificate to the Holders of the Series 2026 Term Preferred Shares certifying that it is in the process of obtaining a credit rating from at least one NRSRO, except Egan-Jones Rating Company or Morningstar Credit Ratings, that the Corporation believes in good faith will be an Investment Grade Rating (a “2026 Pending Investment Grade Rating Certificate”). If the Corporation fails to deliver a Pending Investment Grade Rating Certificate during such 75-day period, the Rating Event Rate shall be effective from the date on which a Rating Event occurs until the Corporation obtains an Investment Grade Rating from any NRSRO, except Egan-Jones Ratings Company or Morningstar Credit Ratings, after which the Rating Event Rate will no longer be in effect unless and until another Rating Event occurs. In case of any Rating Event on the Series 2026 Term Preferred Shares, the Dividend Rate for such Series 2026 Term Preferred Shares will be equal to the Rating Event Rate for each calendar day on which such Rating Event is in effect in respect thereof.

(ii)        The Dividend Rate on the Series 2027 Term Preferred Shares shall be adjusted to give effect to the Rating Event Rate if (i) at any time the Corporation does not have at least one credit rating with respect to the Series 2027 Term Preferred Shares issued by an NRSRO, except Egan-Jones Rating Company or Morningstar Credit Ratings, that is an Investment Grade Rating and (ii) such lack of an Investment Grade Rating continues for a period of 75 consecutive days (a “2027 Rating Event” and either the 2026 Rating Event or the 2027 Rating Event a “Rating Event”); provided that no Rating Event Rate shall apply if, at any time during such 75-day period, the Corporation delivers a certificate to the Holders of the Series 2027 Term Preferred Shares certifying that it is in the process of obtaining a credit rating from at least one NRSRO, except Egan-Jones Rating Company or Morningstar Credit Ratings, that the Corporation believes in good faith will be an Investment Grade Rating (a “2027 Pending Investment Grade Rating Certificate” and either the 2026 Pending Investment Grade Rating Certificate or 2027 Pending Investment Grade Rating Certificate, a “Pending Investment Grade Rating”). If the Corporation fails to deliver a Pending Investment Grade Rating Certificate during such 75-day period, the Rating Event Rate shall be effective from the date on which a Rating Event occurs until the Corporation obtains an Investment Grade Rating from any NRSRO, except Egan-Jones Ratings Company or Morningstar Credit Ratings, after which the Rating Event Rate will no longer be in effect unless and until another Rating Event occurs. In case of any Rating Event on the Series 2027 Term Preferred Shares, the Dividend Rate for such Series 2027 Term Preferred Shares will be equal to the Rating Event Rate for each calendar day on which such Rating Event is in effect in respect thereof.

Sections 2.5(b)(i) of the TPS Supplement shall be amended and restated as follows:

(b)        Asset Coverage Corrective Action or Cure.

(i)         If the Corporation fails to comply with the Asset Coverage requirement as provided in Section 2.4(a) of this Supplement as of any time as of which such compliance is required to be determined in accordance with Section 2.4(a) of this Supplement and such failure is not cured as of the close of business on the Asset Coverage Cure Date (other than as a result of the Corrective Action required by this Section 2.5(b)(i)), the Corporation shall, to the extent permitted by the 1940 Act and Maryland law and pursuant to the terms and conditions of any credit agreement, loan agreement, credit facility or other agreement representing borrowings of the Corporation (a “Financing Arrangement”) that is in effect at such time, by the close of business on the Business Day next following such Asset Coverage Cure Date, (x) determine (1) the Corrective Action to be taken to cause the Corporation to regain compliance with the Asset Coverage requirement provided in Section 2.4(a) of this Supplement; and (2) the date, which date shall not be later than 15 calendar days following such Asset Coverage Cure Date, on which the Corporation shall regain compliance with the Asset Coverage requirement provided in Section 2.4(a) of this Supplement; provided that the Corporation may select a different Corrective Action to be taken following the determination in clause (x)(1) so long as the Corporation regains compliance with the Asset Coverage requirement by the date determined in clause (x)(2); and (y)(1) in the case of a Corrective Action involving an Irrevocable Deposit in connection with a redemption of Preferred Shares pursuant to this Section 2.5(b), cause such Irrevocable Deposit to be made, in each case, on or prior to the 15th calendar day following such Asset Coverage Cure Date, in accordance with the terms of the Preferred Shares to be redeemed, for the redemption of a sufficient number of Preferred Shares that would enable the Corporation to meet the requirements of Section 2.5(b)(iii) of this Supplement; (2) in the case of a Corrective Action involving a repayment of indebtedness of the Corporation, on or prior to the 15th calendar day following such Asset Coverage Cure Date, repay such indebtedness; or (3) in the case of a Corrective Action involving one or more corrective trades involving assets of the Corporation, on or prior to the 15th calendar day following such Asset Coverage Cure Date, execute such corrective trades. Notwithstanding the foregoing, with respect only to the Series 2026 Term Preferred Shares and 2027 Term Preferred Shares, if any Series 2026 Term Preferred Shares or Series 2027 Term Preferred Shares are Outstanding and the corrective action described in clause (i) of the definition of “Corrective Action” is the only corrective action taken pursuant to this Section 2.5(b), the Corporation must regain Asset Coverage of at least 225% but no more than 250% by the date determined in Section 2.5(b)(x)(2) of this Supplement.

Sections 2.5(e) of the TPS Supplement shall be amended by adding clauses (iv), (v) and (vi) thereto as follows:

(e)        Redemption upon a Rating Event.

(iv)       Subject to the provisions of Section 2.5(e)(v) of this Supplement, if (x) the Corporation does not have at least one credit rating with respect to the Series 2027 Term Preferred Shares issued by an NRSRO, except Egan-Jones Rating Company or Morningstar Credit Ratings, that is an Investment Grade Rating, (y) the Corporation has attempted in good faith to obtain an Investment Grade Rating with respect to the Outstanding Series 2027 Term Preferred Shares from any NRSRO, except Egan-Jones Rating Company or Morningstar Credit Ratings, and (z) the Corporation delivers a certificate to the Holders of the Series 2027 Term Preferred Shares certifying that it believes in good faith that it is unable to obtain an Investment Grade Rating with respect to the Series 2027 Term Preferred Shares, then the Corporation may out of funds legally available therefor and to the extent permitted by any Financing Arrangement in effect on such date redeem in whole or from time to time in part the Outstanding Series 2027 Term Preferred Shares, at a redemption price per Series 2027 Term Preferred Share equal to the Liquidation Preference plus accumulated but unpaid dividends and other distributions thereon (whether or not earned or declared but excluding interest thereon) to (but excluding) the date fixed for such redemption by the Board of Directors. If any other NRSRO, other than Egan-Jones Rating Company or Morningstar Credit Ratings, has notified the Corporation that it is able to issue an Investment Grade Rating with respect to the Series 2027 Term Preferred Shares, the Corporation will use commercially reasonable efforts to cause the applicable NRSRO that is unable to issue an Investment Grade Rating to (A) withdraw its rating of the Series 2027 Term Preferred Shares or (B) change any public credit rating of the Series 2027 Term Preferred Shares that is not an Investment Grade Rating to a private credit rating; provided that the Corporation shall not be required to take any of the foregoing actions so long as it maintains at least two Investment Grade Ratings issued by NRSROs, except Egan-Jones Rating Company or Morningstar Credit Ratings, with respect to the Series 2027 Term Preferred Shares.

(v)        If fewer than all of the Outstanding Series 2027 Term Preferred Shares are to be redeemed pursuant to Section 2.5(e)(iv) of this Supplement, the Series 2027 Term Preferred Shares to be redeemed shall be selected either (A) pro rata among the Holders of such Series, (B) by lot or (C) in such other manner as the Board of Directors may determine to be fair and equitable, in each case, in accordance with the 1940 Act; provided, in each such case, that such method of redemption as set forth in this Section 2.5(e)(v) shall be subject to any applicable procedures established by the Securities Depository. Subject to the provisions of this Supplement and applicable law, the Board of Directors will have the full power and authority to prescribe the terms and conditions upon which Series 2027 Term Preferred Shares will be redeemed pursuant to this Section 2.5(e) from time to time.

(vi)       The Corporation may not on any date deliver a Notice of Redemption pursuant to Section 2.5(g) of this Supplement in respect of a redemption contemplated to be effected pursuant to this Section 2.5(e) unless on such date the Corporation has available Deposit Securities having a Market Value not less than the amount that will be due to Holders of the Series 2027 Term Preferred Shares by reason of the redemption of such Series 2027 Term Preferred Shares on the Redemption Date contemplated by such Notice of Redemption.

The following additional provisions shall apply to the Series 2027 Term Preferred Shares:

(a)        Notwithstanding anything in Section 2.18 of the TPS Supplement to the contrary, (a) the “Prohibited Transferee List” for the Series 2027 Term Preferred Shares (the “Series 2027 Prohibited Transferee List”) shall be a separate list from the list applicable to the Term Preferred Shares of any other Series; (b) the Series 2027 Prohibited Transferee List initially shall consist of the Persons listed in the subscription agreements for the purchase of the Series 2027 Term Preferred Shares issued upon creation of such Series; (c) any modification, amendment or addition to the Series 2027 Prohibited Transferee List shall be subject to the approval requirements of Section 2.6(c)(iii) of the TPS Supplement; and (d) the Corporation shall maintain the Series 2027 Prohibited Transferee List on a password-protected website made available to Holders of the Series 2027 Term Preferred Shares.

(b)        All of the Series 2027 Term Preferred Shares shall constitute shares of a single Series; provided, that for the purpose of complying with its agreement in the subscription agreements for the purchase of the Series 2027 Term Preferred Shares issued upon creation of such Series to effect any partial redemption pro rata, the Corporation shall: (i) obtain at least four CUSIP numbers to separately identify each 25,000 of Series 2027 Term Preferred Shares allocated as set forth in the subscription agreements: and (ii) notwithstanding any provision to the contrary in the TPS Supplement or otherwise, effect any partial redemption of Series 2027 Term Preferred Shares pro rata by CUSIP number.

MATERIAL AMENDMENTS

ARTICLESOFCONVERSION

Converting

FSGLOBALCREDITOPPORTUNITIESFUND

aDelawarestatutorytrust to

FSCREDITOPPORTUNITIESCORP.

aMarylandcorporation

These Articles of Conversion (these “Articles”), dated as of March 22, 2022, have been duly executed and are being filed by the undersigned, for the purpose of converting FS Global Credit Opportunities Fund, a Delaware statutory trust (the “Delaware Trust”), from a Delaware statutory trust to a Maryland corporation under the Maryland General Corporation Law (the “MGCL”) and certifies:

FIRST:            The Delaware Trust, to be converted, is named: FS Global Credit Opportunities Fund. The DelawareTrust was formed with thefilingofits certificateoftrust with the Secretary of State of the State of Delaware (the “Secretary of State”) on January 28, 2013.

SECOND:ByvirtueoftheseArticlesandtheArticlesofIncorporationfiledforrecord contemporaneously herewith, the Delaware Trust is converting into a Maryland corporation formed under and pursuant to the MGCL. The name of the Maryland corporation into which the Delaware Trust shall be converted is: FS Credit Opportunities Corp. (the “MarylandCorporation”), which shall be formed in Maryland.

THIRD:           The conversion has been approved in accordance with Section 3-902(f) of the MGCL.

FOURTH:       ThemannerandbasisofconvertingthebeneficialinterestsoftheDelaware Trust into shares of stock of the Maryland Corporation is as follows:

(a)each issued and outstanding common share of beneficial interest of the Delaware Trust shall be immediately converted into one common share of stock of the Maryland Corporation;

(b)each issued and outstanding Term Preferred Share, Series 2023 – Floating RateoftheDelawareTrustshallbeimmediatelyconvertedintooneTermPreferredShare, Series 2023 – Floating Rate of the Maryland Corporation;

(c)eachissuedandoutstandingTermPreferredShare,Series2023–FixedRate oftheDelawareTrustshallbeimmediatelyconvertedintooneTermPreferredShare,Series2023

–FixedRateoftheMaryland Corporation;

(d)each issued and outstanding Term Preferred Share, Series 2026 of the DelawareTrustshallbeimmediatelyconvertedintooneTermPreferredShare,Series2026ofthe Maryland Corporation;

(e)each issued and outstanding Term Preferred Share, Series 2025 of the DelawareTrustshallbeimmediatelyconvertedintooneTermPreferredShare,Series2025ofthe Maryland Corporation;

(f)each issued and outstanding Term Preferred Share, Series 2025-2 of the Delaware Trust shall be immediately converted into one Term Preferred Share, Series 2025-2 of the Maryland Corporation; and

(g)each issued and outstanding Term Preferred Share, Series 2027 of the DelawareTrustshallbeimmediatelyconvertedintooneTermPreferredShare,Series2027ofthe Maryland Corporation.

FIFTH:            TheconversionshallbeeffectiveasofMarch23,2022.

SIXTH:           Upon the completion of the conversion in accordance with the MGCL, the Maryland Corporation shall, for all purposes of the laws of the State of Maryland, succeed to the rights and obligations of the Delaware Trust.

SEVENTH:Theundersigned acknowledges these Articles to bethe act and deed of the Delaware Trust and, further, as to all matters or facts required to be verified under oath, the undersignedacknowledgesthat,tothebestofhisorherknowledge,information,andbelief,these matters and facts relating to the Delaware Trust are true in all material respects and that this statement is made under the penalties of perjury.

[Signaturepagefollows]

INWITNESSWHEREOF,theundersignedhasexecutedtheseArticlesasofthedatefirst written above.

WITNESS                                         

/s/ Stephen S. Sypherd

Name: Stephen S. Sypherd

Title: Vice President, Treasurer and Secretary

FS Global Credit Opportunities Fund

a Delaware Statutory Trust

By: /s/ Michael C. Forman

Name: Michael C. Forman

Title: President and Chief Executive Officer

ADVISORY CONTRACTS

AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

BETWEEN

FS CREDIT OPPORTUNITIES CORP.

AND

FS GLOBAL ADVISOR, LLC

This Investment Advisory Agreement (the “Agreement”) is made this 14^th day of November, 2022 by and between FS CREDIT OPPORTUNITIES CORP., a Maryland corporation (the “Fund”), and FS GLOBAL ADVISOR, LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Fund is a non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”);

WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”);

WHEREAS, the Fund and the Adviser are parties to that certain Investment Advisory Agreement, dated as of April 18, 2019 (the “Prior Agreement”), pursuant to which the Adviser was retained to furnish investment advisory services to the Fund on the terms and conditions contained therein; and

WHEREAS, the Fund and the Adviser desire to amend and restate the Prior Agreement in its entirety as set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:

1.Duties of the Adviser.

(a)Retention of Adviser. The Fund hereby employs the Adviser to act as the investment adviser to the Fund and to manage the investment and reinvestment of the assets of the Fund, subject to the supervision of the board of directors of the Fund (the “Board”), for the period and upon the terms herein set forth:

(i)in accordance with the investment objectives, policies and restrictions that are set forth in the Fund’s then effective Registration Statement on Form N-2 filed with the Securities and Exchange Commission (the “SEC”), as amended from time to time (the “Registration Statement”), and/or the Fund’s shareholder reports filed with the SEC from time to time or otherwise made available to the Fund’s shareholders; and

(ii)during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Fund’s articles of incorporation (the “Articles”) and bylaws (the “Bylaws”), in each case as may be amended from time to time.

(b)Responsibilities of Adviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement:

(i)determine the composition and allocation of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes;

(ii)identify, evaluate and negotiate the structure of the investments made by the Fund;

(iii)execute, monitor and service the Fund’s investments;

(iv)determine the securities and other assets that the Fund shall purchase, retain, or sell;

(v)perform due diligence on prospective portfolio companies; and

(vi)provide the Fund with such other investment advisory, research and related services as the Fund may, from time to time, reasonably request or require for the investment of its funds.

(c)Power and Authority. To facilitate the Adviser’s performance of these undertakings, but subject to the restrictions contained herein, the Fund hereby delegates to the Adviser, and the Adviser hereby accepts, the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt or other financing, the Adviser shall arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.  If it is necessary for the Adviser to make investments on behalf of the Fund through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

(d)Acceptance of Employment. The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein, subject to the limitations contained herein.

(e)Sub-Advisers. The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Fund’s investment objectives, policies and restrictions, and work, along with the Adviser, in sourcing, structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Fund, subject to the oversight of the Adviser and the Fund.

(i)The Adviser and not the Fund shall be responsible for any compensation payable to any Sub-Adviser.

(ii)Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act, including without limitation the requirements relating to Board and the Fund’s shareholder approval thereunder, and other applicable federal and state law.

(iii)Any Sub-Adviser shall be subject to the same fiduciary duties imposed on the Adviser pursuant to this Agreement, the Investment Company Act and the Advisers Act, as well as other applicable federal and state law.

(f)Independent Contractor Status. The Adviser shall, for all purposes herein provided, be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.

(g)Record Retention. Subject to review by, and the overall control of, the Board, the Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records with respect to the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request or as may be required under applicable federal and state law, and shall make such records available for inspection by the Board and its authorized agents, at any time and from time to time during normal business hours. The Adviser agrees that all records that it maintains for the Fund are the property of the Fund and shall surrender promptly to the Fund any such records upon the Fund’s request and upon termination of this Agreement pursuant to Section 9, provided that the Adviser may retain a copy of such records.

2.The Fund’s Responsibilities and Expenses Payable by the Fund.

(a)Adviser Personnel. All personnel of the Adviser, when and to the extent engaged in providing investment advisory services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Fund.

(b)Costs. The Fund shall bear all other costs and expenses of its operations and transactions, as provided in the administration agreement between the Fund and the Adviser (the “Administration Agreement”).

3.Compensation of the Adviser.

The Fund agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Adviser may agree to temporarily or permanently waive, in whole or in part, the Base Management Fee and/or the Incentive Fee.

(a)Base Management Fee. The Base Management Fee shall be calculated at an annual rate of 1.35% of the Fund’s average daily gross assets. The Base Management Fee shall be payable quarterly in arrears, and shall be calculated based on the average daily value of the Fund’s gross assets during the most recently completed calendar quarter. All or any part of the Base Management Fee not taken as to any quarter shall be deferred without interest and may be taken in any such other quarter as the Adviser shall determine. The Base Management Fee for any partial quarter shall be appropriately pro rated.

(b)Incentive Fee. The Incentive Fee shall be calculated and payable quarterly in arrears based on the Fund’s “Pre-Incentive Fee Net Investment Income” for the immediately preceding quarter. The payment of the Incentive Fee shall be subject to payment of a preferred return to investors each quarter, expressed as a quarterly rate of return on the value of the Fund’s net assets at the end of the most recently completed calendar quarter, of 1.50% (6.00% annualized), subject to a “catch up” feature (as described below).

For purposes of this fee, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies) accrued during the calendar quarter, minus the Fund’s operating expenses for the quarter (including the Base Management Fee, expenses reimbursed to the Adviser under the Administration Agreement, and any interest expense and distributions paid on any issued and outstanding preferred shares, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

The calculation of the Incentive Fee for each quarter is as follows:  

(A)No Incentive Fee shall be payable to the Adviser in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income does not exceed the preferred return rate of 1.50% (6.00% annualized) (the “Preferred Return”) on net assets in any calendar quarter;

(B)100% of the Fund’s Pre-Incentive Fee Net Investment Income, if any, that exceeds the Preferred Return but is less than or equal to 1.667% in any calendar quarter (6.667% annualized) shall be payable to the Adviser. This portion of the Fund’s Pre-Incentive Fee Net Investment Income which exceeds the Preferred Return but is less than or equal to 1.667% is referred to as the “catch up.” The “catch-up” provision is intended to provide the Adviser with an incentive fee of 10.0% on all of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s Pre-Incentive Fee Net Investment Income reaches 1.667% in any calendar quarter; and

(C)10.0% of the amount of the Fund’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 1.667% in any calendar quarter (6.667% annualized) shall be payable to the Adviser once the Preferred Return and catch-up have been achieved (10.0% of all of the Fund’s Pre-Incentive Fee Net Investment Income thereafter shall be allocated to the Adviser).

4.Covenants of the Adviser.

The Adviser is registered as an investment adviser under the Advisers Act and covenants that it will maintain such registration. The Adviser agrees that its activities will at all times be in compliance in all material respects with all applicable federal and state laws governing its operations and investments.

5.Brokerage Commissions.

The Adviser is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Fund to pay a member of a national securities exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities, that such amount of commission is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Fund’s portfolio, and constitutes the best net results for the Fund.

6.Other Activities of the Adviser.

The services of the Adviser to the Fund are not exclusive, and the Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Fund, so long as its services to the Fund hereunder are not impaired thereby, and nothing in this Agreement shall limit or restrict the right of any manager, partner, member (including its members and the owners of its members), officer or employee of the Adviser to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director or trustee of, or providing consulting services to, one or more of the Fund’s portfolio companies, subject to applicable law). The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, officers, employees and shareholders of the Fund are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, interestholders, members, managers or otherwise, and that the Adviser and directors, officers, employees, partners, interestholders, members and managers of the Adviser and its affiliates are or may become similarly interested in the Fund as shareholders or otherwise.

7.Responsibility of Dual Directors, Officers and/or Employees.

If any person who is a manager, partner, member, officer or employee of the Adviser is or becomes a director, officer and/or employee of the Fund and acts as such in any business of the Fund, then such manager, partner, member, officer and/or employee of the Adviser shall be deemed to be acting in such capacity solely for the Fund, and not as a manager, partner, member, officer or employee of the Adviser or under the control or direction of the Adviser, even if paid by the Adviser.

8.Indemnification.

The Adviser (and its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons and any other person or entity affiliated with the Adviser) shall not be liable to the Fund for any action taken or omitted to be taken by the Adviser or such other person in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Fund (except to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings)) with respect to the receipt of compensation for services, and the Fund shall indemnify, defend and protect the Adviser (and its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons and any other person or entity affiliated with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Fund, to the extent such damages, liabilities, costs and expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of Maryland or the Articles. Notwithstanding the preceding sentence of this Section 8 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of any liability to the Company or its shareholders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder). 

9.Effectiveness, Duration and Termination of Agreement.

(a)Term and Effectiveness. This Agreement shall become effective as of the date hereof (the “Effective Date”) and shall remain in effect for two years from the Effective Date, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Fund’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act.

(b)Termination. This Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, (i) by the vote of a majority of the outstanding voting securities of the Fund, (ii) by the vote of the Board, or (iii) by the Adviser. This Agreement shall automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). The provisions of Section 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed to it under Section 3 through the date of termination or expiration and Section 8 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable.

10.Notices.

Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the other party at its principal office.

11.Amendments.

This Agreement may be amended in writing by mutual consent of the parties hereto, subject to the provisions of the Investment Company Act and the Articles.

12.Entire Agreement; Governing Law.

This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, this Agreement shall be construed in accordance with the laws of the State of New York. This Agreement shall also be construed in accordance with the applicable provisions of the Investment Company Act. To the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.

FS CREDIT OPPORTUNITIES CORP.

By:_ /s/ Michael C. Forman_______

Name:  Michael C. Forman

Title:   President and Chief Executive Officer

FS GLOBAL ADVISOR, LLC

By:_ /s/ Michael C. Forman_______

Name:  Michael C. Forman

Title:  Chief Executive Officer

MATERIAL AMENDMENTS

BYLAWS

OF

FS CREDIT OPPORTUNITIES CORP.

Article I
OFFICES

Section 1.PRINCIPAL OFFICE. The principal office of FS Credit Opportunities Corp. (the “Corporation”) in the State of Maryland shall be located at such place as the board of directors (the “Board”) may designate.

Section 2.ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board may from time to time determine or the business of the Corporation may require.

Article II
MEETINGS OF STOCKHOLDERS

Section 1.PLACE. All meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place as shall be set by the Board and stated in the notice of the meeting.

Section 2.ANNUAL MEETING. An annual meeting of the stockholders for the election of directors and the transaction of any business within the powers of the Corporation shall be held on a date and at the time set by the Board. Notwithstanding the forgoing or as otherwise set forth herein, pursuant to Section 2-501(b) of the Maryland General Corporation Law (the “MGCL”), no annual meeting of the stockholders shall be required to be held in any year in which the election of the directors is not required under the Investment Company Act of 1940, as amended, and the rules promulgated thereunder (the “Investment Company Act”), but if the Corporation is required by the Investment Company Act to hold a meeting of the stockholders to elect directors, then such meeting shall be designated as the annual meeting of the stockholders for that year.

Section 3.SPECIAL MEETINGS.

(a)General. The Chairman of the Board, the chief executive officer, the president or the Board may call a special meeting of the stockholders. Subject to subsection (b) a special meeting of stockholders shall also be called by the secretary of the Corporation to act on any matter that may properly be considered at a meeting of stockholders upon the written request of the stockholders holding not less than a majority of the shares of stock outstanding and entitled to vote at such meeting. Subject to subsection (b) any meeting shall be held at such date and time as may be designated by the Board. In fixing a date for any special meeting, the Board may consider such factors as it deems relevant, including, without limitation, the nature of matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Board to call an annual meeting or a special meeting.

(b)Stockholder Requested Special Meetings. (1) Any stockholder of record seeking to have stockholders request a special meeting shall, by sending written notice to the secretary (the “Record Date Request Notice”) by registered mail, return receipt requested, request the Board to fix a record date to determine the stockholders entitled to request a special meeting (the “Request Record Date”). The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it, shall be signed by one or more stockholders of record as of the date of signature (or their agents duly authorized in a writing accompanying the Record Date Request Notice), shall bear the date of signature of each such stockholder (or such agent) and shall set forth all information relating to each such stockholder and each matter proposed to be acted on at the meeting that would be required to be disclosed in connection with the solicitation of proxies for the election of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon receiving the Record Date Request Notice, the Board may fix a Request Record Date. The Request Record Date shall not precede and shall not be more than ten days after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Board. If the Board, within ten days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of business on the tenth day after the first date on which the Record Date Request Notice is received by the secretary.

(2)In order for any stockholder to request a special meeting to act on any matter that may properly be considered at a meeting of stockholders, one or more written requests for a special meeting signed by stockholders of record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date holding not less than a majority (the “Special Meeting Percentage”) of the shares of stock outstanding and entitled to vote at such meeting (the “Special Meeting Request”) shall be delivered to the secretary. In addition, the Special Meeting Request shall set forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date Request Notice received by the secretary), shall bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request, shall set forth the name and address, as they appear in the Corporation’s books, of each stockholder signing such request (or on whose behalf the Special Meeting Request is signed) and the class, series and number of all shares of stock of the Corporation which are owned by each such stockholder, and the nominee holder for, and number of, shares owned beneficially by such stockholder but not of record, shall be sent to the secretary by registered mail, return receipt requested, and shall be received by the secretary within 60 days after the Request Record Date. Any requesting stockholder (or agent duly authorized in a writing accompanying the revocation or the Special Meeting Request) may revoke his, her or its request for a special meeting at any time by written revocation delivered to the secretary.

(3)The secretary shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing the notice of meeting (including the Corporation’s proxy materials). The secretary shall not be required to call a special meeting upon stockholder request and such meeting shall not be held unless, in addition to the documents required by subsection (b)(2) of this Section 3, the secretary receives payment of such reasonably estimated cost prior to the mailing of any notice of the meeting.

(4)In the case of any special meeting called by the secretary upon the request of the stockholders (a “Stockholder Requested Meeting”), such meeting shall be held at such date and time as may be designated by the Board; provided, however, that the date of any Stockholder Requested Meeting shall be not more than 90 days after the record date for such meeting (the “Meeting Record Date”); and provided further that if the Board fails to designate, within ten days after the date that a valid Special Meeting Request is actually received by the secretary (the “Delivery Date”), a date and time for a Stockholder Requested Meeting, then such meeting shall be held at 2:00 p.m. local time on the 90th day after the Meeting Record Date or, if such 90th day is not a Business Day (as defined below), on the first preceding Business Day; and provided further that in the event that the Board fails to designate a place for a Stockholder Requested Meeting within ten days after the Delivery Date, then such meeting shall be held at the principal executive office of the Corporation. In fixing a date for any special meeting, the Board may consider such factors it deems relevant within the good faith exercise of business judgment, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for meeting and any plan of the Board to call an annual meeting or a special meeting. In the case of any Stockholder Requested Meeting, if the Board fails to fix a Meeting Record Date that is a date within 30 days after the Delivery Date, then the close of business on the 30th day after the Delivery Date shall be the Meeting Record Date. The Board may revoke the notice for any Stockholder Requested Meeting in the event that the requesting stockholders fail to comply with the provisions of this paragraph (4) of this Section 3(b).

(5)If written revocations of requests for the special meeting have been delivered to the secretary and the result is that stockholders of record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting Percentage have delivered, and not revoked, requests for a special meeting to the secretary, the secretary shall: (i) if the notice of meeting has not already been mailed, refrain from mailing the notice of the meeting and send to all requesting stockholders who have not revoked such requests written notice of any revocation of a request for the special meeting, or (ii) if the notice of meeting has been mailed and if the secretary first sends to all requesting stockholders who have not revoked requests for a special meeting written notice of any revocation of a request for the special meeting and written notice of the Corporation’s intention to revoke the notice of the meeting or for the chairman of the meeting to adjourn the meeting without action on the matter, (A) the secretary may revoke the notice of the meeting at any time before ten days before commencement of the meeting or (B) the chairman of the meeting may call the meeting to order and adjourn the meeting without acting on the matter. Any request for a special meeting received after a revocation by the secretary of a notice of a meeting shall be considered a request for a new special meeting.

(6)The Board, the Chairman of the Board, the chief executive officer or the president may appoint independent inspectors of elections to act as the agent of the Corporation for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by the secretary. For the purpose of permitting the inspectors to perform such review, no such purported request shall be deemed to have been delivered to the secretary until the earlier of (i) five Business Days after receipt by the secretary of such purported request and (ii) such date as the independent inspectors certify to the Corporation that the valid requests received by the secretary represent, as of the Request Record Date, stockholders of record entitled to cast not less than the Special Meeting Percentage. Nothing contained in this subsection (6) shall in any way be construed to suggest or imply that the Corporation or any stockholder shall not be entitled to contest the validity of any request, whether during or after such five Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

(7)For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or other day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

Section 4.NOTICE OF MEETINGS. Not less than ten nor more than 90 days before each meeting of stockholders, the secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting notice in writing or by electronic transmission stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, either by mail, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. The Corporation may give a single notice to all stockholders who share an address, which single notice shall be effective as to any stockholder at such address, unless a stockholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II or the validity of any proceedings at any such meeting.

Subject to Section 11(a) of this Article II, any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice of such meeting, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice of such meeting. The Corporation may postpone or cancel a meeting of stockholders by making a public announcement (as defined in Section 11(c)(3) of this Article II) of such postponement or cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponed shall be given not less than ten days prior to such date and otherwise in the manner set forth in this section.

Section 5.ORGANIZATION AND CONDUCT. Every meeting of stockholders shall be conducted by an individual appointed by the Board to be chairman of the meeting or, in the absence of such appointment, by the Chairman of the Board, if any, or, in the case of a vacancy in the office or absence of the Chairman of the Board, by one of the following officers present at the meeting: the Vice Chairman of the Board, if any, the chief executive officer, the president, any vice president, the secretary, the treasurer, or, in the absence of such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy. The secretary or, in the secretary’s absence, an assistant secretary or, in the absence of both the secretary and assistant secretaries, an individual appointed by the Board or, in the absence of such appointment, an individual appointed by the chairman of the meeting shall act as secretary. In the event that the secretary presides at a meeting of the stockholders, an assistant secretary, or, in the absence of assistant secretaries, an individual appointed by the Board or the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting. The chairman of the meeting, without any action by the stockholders, may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairman, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to stockholders of record of the Corporation, their duly authorized proxies or other such individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to stockholders of record of the Corporation entitled to vote on such matter, their duly authorized proxies or other such individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) determining when the poll should be opened and closed; (f) maintaining order and security at the meeting; (g) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; (h) concluding a meeting or recessing or adjourning the meeting to a later date and time and place announced at the meeting; and (i) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 6.QUORUM. The presence in person or by proxy of the holders of shares of stock of the Corporation entitled to cast one third of the votes entitled to be cast (without regard to class) shall constitute a quorum at any meeting of the stockholders, except with respect to any such matter that, under applicable statutes, regulatory or charter requirements, requires approval by a separate vote of one or more classes of stock, in which case the presence in person or by proxy of the holders of shares entitled to cast one third of the votes entitled to be cast by each such class on such a matter shall constitute a quorum. This section shall not affect any requirement under any statute or the charter of the Corporation for the vote necessary for the approval of any measure.

If, however, such quorum shall not be present at any meeting of the stockholders, the chairman of the meeting, shall have the power to adjourn the meeting from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

The stockholders present either in person or by proxy, at a meeting which has been duly called at which a quorum has been established, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 7.VOTING. Stockholders shall have no power to vote on any matter except matters on which a vote of stockholders is required by applicable binding law, the charter of the Corporation or resolution of the Board.

Subject to any provision of applicable binding law, including, without limitation, the Investment Company Act, the charter of the Corporation, these Bylaws or a resolution of the Board specifying a greater or a lesser vote requirement for the transaction of any item of business that properly comes before any meeting of stockholders (i) with respect to an election of directors for which (A) the secretary of the Corporation receives notice that a stockholder has nominated an individual for election as a director in compliance with the requirements of advance notice of stockholder nominees for director set forth in Article II, Section 11 of these Bylaws, and (B) such nomination has not been withdrawn by such stockholder on or before the close of business on the tenth day before the date of filing of the definitive proxy statement of the Corporation with the Securities and Exchange Commission, and, as a result of which, the number of nominees is greater than the number of directors to be elected at the meeting (a “Contested Election”), the affirmative vote of a majority of the shares of stock outstanding and entitled to vote with respect to such matter at such meeting at which a quorum is present shall be the act of the stockholders with respect to such matter, (ii) other than a Contested Election, the affirmative vote of a plurality of the shares of stock for which votes were cast at any meeting at which a quorum is present shall be the act of the stockholders with respect to such matter, and (iiii) where a separate vote of one or more classes or series of shares of stock is required on any of the foregoing matters, the affirmative vote of a majority of the shares of stock of such class or series of shares outstanding and entitled to vote represented in person or by proxy at any meeting at which a quorum is present, the affirmative vote of a plurality of shares of such class or series of shares represented in person or by proxy at any meeting at which a quorum is present, as required by the preceding clauses of this paragraph, shall be the act of the stockholders of such class or series with respect to such matter. There shall be no cumulative voting in the election or removal of directors.

Unless otherwise provided by statute or in the charter, each full outstanding share of stock shall be entitled to one vote and each outstanding fractional share of stock shall be entitled to a vote of such fraction on each matter submitted to a vote at a meeting of stockholders. When any share of stock is held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such share of stock, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall be cast in accordance with applicable binding law.

Section 8.PROXIES. A stockholder may cast the votes entitled to be cast by the shares of stock owned of record by the stockholder in person or by proxy executed by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization of such proxy shall be filed with the secretary of the Corporation before or at the meeting. No proxy shall be valid more than eleven months after its date unless otherwise provided in the proxy. A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided, however, that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 9.VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation registered in the name of a corporation, partnership, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, a general partner or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock. Any fiduciary may vote stock registered in his or her name as such fiduciary, either in person or by proxy.

Shares of stock of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

The Board may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or closing of the stock transfer books within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board considers necessary or desirable. On receipt of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the stockholder of record of the specified stock in place of the stockholder who makes the certification.

Section 10.INSPECTORS. The Board, in advance of any meeting, may, but need not, appoint one or more individual inspectors or one or more entities that designate individuals as inspectors to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Board in advance of the meeting or at the meeting by the chairman of the meeting. The inspectors, if any, shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, as defined in Section 6 of this Article II, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, and determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. Each such report shall be in writing and signed by him or her or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 11.ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDER PROPOSALS.

(a)Annual Meetings of Stockholders.

(1)Nominations of individuals for election to the Board and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board or (iii) by any stockholder of the Corporation who was a stockholder of record both at the time of giving of notice by such stockholder as provided for in this Section 11(a) and at the time of the annual meeting, who is entitled to vote at the meeting and who has complied with this Section 11(a).

(2)For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of subsection (a)(1) of this Section 11, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation and such other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’s notice shall set forth all information required under this Section 11 and shall be delivered to the secretary at the principal executive office of the Corporation not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date the Corporation’s proxy statement is released to stockholders for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than the 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth (i) as to each individual whom the stockholder proposes to nominate for election or reelection as a director (each, a “Proposed Nominee”), (A) the name, age, business address and residence address of such Proposed Nominee, (B) the class, series and number of any shares of stock of the Corporation that are beneficially owned by such Proposed Nominee and the date such shares were acquired and the investment intent of such acquisition, (C) whether such stockholder believes any such Proposed Nominee is, or is not, an “interested person” of the Corporation, as defined in the Investment Company Act, and information regarding such individual that is sufficient, in the discretion of the Board or any committee thereof or any authorized officer of the Corporation, to make such determination and (D) all other information relating to such Proposed Nominee that is required to be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required, pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder (including such Proposed Nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (ii) as to any other business that the stockholder proposes to bring before the meeting, a description of such business, the reasons for proposing such business at the meeting and any material interest in such business of such stockholder and any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder and any Stockholder Associated Person therefrom; (iii) as to the stockholder giving the notice and any Stockholder Associated Person, the class, series and number of all shares of stock of the Corporation which are owned beneficially by such stockholder and by such Stockholder Associated Person, if any, and the nominal holder for, and number of, shares owned beneficially but not of record by such stockholder and by any such Stockholder Associated Person; (iv) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder and by such Stockholder Associated Person, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder and such Stockholder Associated Person, with respect to shares of stock of the Corporation; (v) as to the stockholder giving the notice and any Stockholder Associated Person covered by clauses (ii) or (iii) of this Section 11(a)(2), the name and address of such stockholder, as they appear on the Corporation’s stock ledger and current name and address, if different, and of such Stockholder Associated Person; and (vi) to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such stockholder’s notice.

(3)Such stockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by a certificate executed by the Proposed Nominee (i) certifying that such Proposed Nominee (a) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than the Corporation in connection with service or action as a director that has not been disclosed to the Corporation and (b) will serve as a director of the Corporation if elected; and (ii) attaching a completed Proposed Nominee questionnaire (which questionnaire shall be provided by the Corporation, upon request, to the stockholder providing the notice and shall include all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder, or would be required pursuant to the rules of any national securities exchange or over-the-counter market).

(4)Notwithstanding anything in this Section 11(a) to the contrary, in the event that the number of directors to be elected to the Board is increased and there is no public announcement of such action at least 130 days prior to the first anniversary of the date of mailing of the notice of the preceding year’s annual meeting, a stockholder’s notice required by this Section 11(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal executive office of the Corporation not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which such public announcement is first made by the Corporation.

(5)For purposes of this Section 11, “Stockholder Associated Person” of any stockholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder and (iii) any person controlling, controlled by or under common control with such Stockholder Associated Person.

(b)Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board may be made at a special meeting of stockholders at which directors are to be elected (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board or (iii) provided that the Board has determined that directors shall be elected at such special meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 11 and at the time of the special meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board, any such stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by Section 11(a)(2) of this Article shall be delivered to the secretary at the principal executive office of the Corporation not earlier than the 150th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

(c)General. (1) Upon written request by the secretary or the Board or any committee thereof, any stockholder proposing a nominee for election as a director or any proposal for other business at a meeting of stockholders shall provide, within five Business Days of delivery of such request (or such other period as may be specified in such request), written verification, satisfactory, in the discretion of the Board or any committee thereof or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 11. If a stockholder fails to provide such written verification within such period, the information as to which written verification was requested may be deemed not to have been provided in accordance with this Section 11.

(2)Only such individuals who are nominated in accordance with this Section 11 shall be eligible for election by stockholders as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 11. The chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 11.

(3)For purposes of this Section 11, (a) the “date of mailing of the notice” shall mean the date of the proxy statement for the solicitation of proxies for election of directors and (b) “public announcement” shall mean disclosure (i) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or comparable news service or (ii) in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to the Exchange Act or the Investment Company Act.

(4)Notwithstanding the foregoing provisions of this Section 11, a stockholder shall also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 11. Nothing in this Section 11 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, nor the right of the Corporation to omit a proposal from, the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act.

Section 12.VOTING BY BALLOT. Voting on any question or in any election may be viva voce unless the chairman of the meeting shall order or any stockholder shall demand that voting be by ballot.

Section 13.CONTROL SHARE ACQUISITION ACT. Pursuant to Section 3-702(c)(4) of the MGCL, the Board has adopted a resolution that the Corporation shall be subject to Title 3, Subtitle 7 of the MGCL (the “Maryland Control Share Acquisition Act” or the “Act”). Notwithstanding the Board’s election or any prior provision of these Bylaws to the contrary, (a) no holder of stock of the Corporation shall be entitled to exercise the rights of an objecting stockholder under Section 3-708 of the MGCL; (b) the Act shall not apply to the voting rights of any person acquiring (i) shares of any class or series of stock of the Corporation other than common stock or (ii) shares of stock of the Corporation in a control share acquisition (as defined in the Act) if, prior to the acquisition, the person obtains approval of the Board exempting the acquisition from the Act specifically, generally, or generally by type, which exemption may include the person and the person’s affiliates or associates or other persons; and (c) to the extent that any provisions of the Act are determined to be inconsistent with the Investment Company Act, then any such provisions shall not apply. This section may be amended or repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon effectiveness of such amendment or repeal, may, subject to any successor bylaw provision, apply to any subsequent control share acquisition. 

Section 14.STOCKHOLDER ACTION BY WRITTEN CONSENT.

(a)Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken, shall be signed by (i) all of the stockholders or (ii) the holders of any class or series of stock, other than the holders of shares of common stock entitled to vote generally in the election of directors, entitled to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a stockholders meeting at which all stockholders entitled to vote on the action were present and voted and if the Corporation gives notice of the action not later than ten days after the effective time of the action to each holder of the class or series of stock.

(b)Any such consent shall be delivered to the Corporation by delivery to its registered office in the State of Maryland, its resident agent, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this Section 14 to the Corporation, written consents signed in accordance with Section 14(a) by holders to take action are delivered to the Corporation in accordance with this Section 14(b). Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Article III
DIRECTORS

Section 1.GENERAL POWERS. The business and affairs of the Corporation shall be managed under the direction of its Board.

Section 2.NUMBER, TENURE AND QUALIFICATIONS. At any regular meeting or at any special meeting called for that purpose, a majority of the entire Board may establish, increase or decrease the number of directors, provided that the number thereof shall never be less than the minimum number required by the MGCL nor more than 12, and further provided that the tenure of office of a director shall not be affected by any decrease in the number of directors. Any director of the Corporation may resign at any time by delivering his or her resignation to the Board, the Chairman of the Board or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. An individual nominated or seated as a director shall not have been charged (unless such charges were dismissed or the individual was otherwise exonerated) with a criminal offense involving moral turpitude, dishonesty or breach of trust, or have been convicted or have pled guilty or nolo contendere with respect to a felony under the laws of the United States or any state thereof.

Section 3.ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board shall be held immediately after and at the same place as the annual meeting of stockholders, no notice other than this Bylaw being necessary. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board. Regular meetings of the Board shall be held from time to time at such places and times as provided by the Board by resolution, without notice other than such resolution.

Section 4.SPECIAL MEETINGS. Special meetings of the Board may be called by or at the request of the Chairman of the Board, the chief executive officer, the president or by a majority of the directors then in office. The person or persons authorized to call special meetings of the Board may fix any place as the place for holding any special meeting of the Board called by them. The Board may provide, by resolution, the time and place for the holding of special meetings of the Board without notice other than such resolution.

Section 5.NOTICE. Notice of any special meeting of the Board shall be delivered personally or by telephone, electronic mail, facsimile transmission, United States mail or courier to each director at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by United States mail shall be given at least three days prior to the meeting. Notice by courier shall be given at least two days prior to the meeting. Telephone notice shall be deemed to be given when the director or his or her agent is personally given such notice in a telephone call to which the director or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Corporation by the director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board need be stated in the notice, unless specifically required by statute or these Bylaws.

Section 6.QUORUM. A majority of the directors shall constitute a quorum for transaction of business at any meeting of the Board, provided that, if less than a majority of such directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the charter of the Corporation or these Bylaws, the vote of a majority of a particular group of directors is required for action, a quorum must also include a majority of such group.

The directors present at a meeting which has been duly called and convened may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

Section 7.VOTING. The action of the majority of the directors present at a meeting at which a quorum is present shall be the action of the Board, unless the concurrence of a greater proportion is required for such action by applicable statute or the charter. If enough directors have withdrawn from a meeting to leave less than a quorum, but the meeting is not adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such meeting shall be the action of the Board, unless the concurrence of a greater proportion is required for such action by applicable statute or the charter.

Section 8.ORGANIZATION. The Board may designate a Chairman of the Board and a Vice Chairman of the Board, who shall not be officers of the Corporation but shall have such powers and duties as determined by the Board from time to time. At each meeting of the Board, the Chairman of the Board or, in the absence of the Chairman of the Board, the Vice Chairman of the Board, if any, shall act as Chairman of the Board. In the absence of both the Chairman of the Board and Vice Chairman of the Board, the chief executive officer or in the absence of the chief executive officer, the president or in the absence of the president, a director chosen by a majority of the directors present, shall act as chairman of the meeting. The secretary or, in his or her absence, an assistant secretary of the Corporation, or in the absence of the secretary and all assistant secretaries, a person appointed by the Chairman of the Board, shall act as secretary of the meeting.

Section 9.TELEPHONE MEETINGS. Directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time; provided however, this Section 9 does not apply to any action of the directors pursuant to the Investment Company Act, that requires the vote of the directors to be cast in person at a meeting. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 10.WRITTEN CONSENT BY DIRECTORS. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given in writing or by electronic transmission by each director and is filed with the minutes of proceedings of the Board; provided however, this Section 10 does not apply to any action of the directors pursuant to the Investment Company Act that requires the vote of the directors to be cast in person at a meeting.

Section 11.VACANCIES. If for any reason any or all the directors cease to be directors, such event shall not terminate the Corporation or affect these Bylaws or the powers of the remaining directors hereunder, if any. Pursuant to the Corporation’s election in Article IV of the charter, subject to applicable requirements of the Investment Company Act, except as may be provided by the Board in setting the terms of any class or series of preferred stock, (a) any vacancy on the Board may be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum and (b) any director elected to fill a vacancy shall serve for the remainder of the full term of the class in which the vacancy occurred and until a successor is elected and qualifies.

Section 12.COMPENSATION. Directors shall not receive any stated salary for their services as directors but, by resolution of the Board, may receive compensation per year and/or per meeting and for any service or activity they performed or engaged in as directors. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board or of any committee thereof and for their expenses, if any, in connection with any other service or activity they performed or engaged in as directors; but nothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receiving compensation therefor.

Section 13.LOSS OF DEPOSITS. No director shall be liable for any loss which may occur by reason of the failure of the bank, trust company, savings and loan association, or other institution with whom moneys or stock have been deposited.

Section 14.SURETY BONDS. Unless required by law, no director shall be obligated to give any bond or surety or other security for the performance of any of his or her duties.

Section 15.RATIFICATION. The Board or the stockholders may ratify and make binding on the Corporation any action or inaction by the Corporation or its officers to the extent that the Board or the stockholders could have originally authorized the matter. Moreover, any action or inaction questioned in any stockholders’ derivative proceeding or any other proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a director, officer or stockholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting or otherwise, may be ratified, before or after judgment, by the Board or by the stockholders, and if so ratified, shall have the same force and effect as if the questioned action or inaction had been originally duly authorized, and such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned action or inaction.

Section 16.EMERGENCY PROVISIONS. Notwithstanding any other provision in the charter or these Bylaws, this Section 16 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board under Article III of these Bylaws cannot readily be obtained (an “Emergency”). During any Emergency, unless otherwise provided by the Board, (i) a meeting of the Board or a committee thereof may be called by the Chairman of the Board or any two directors by any means feasible under the circumstances, (ii) notice of any meeting of the Board during such an Emergency may be given less than 24 hours prior to the meeting to as many directors and by such means as may be feasible at the time, including publication, television or radio, and (iii) the number of directors necessary to constitute a quorum shall be one-third of the entire Board.

Article IV
COMMITTEES

Section 1.NUMBER, TENURE AND QUALIFICATIONS. The Board may appoint from among its members an Executive Committee, an Audit Committee, a Nominating and Corporate Governance Committee and other committees, composed of one or more directors, to serve at the pleasure of the Board.

Section 2.POWERS. The Board may delegate to committees appointed under Section 1 of this Article any of the powers of the Board, except as prohibited by law.

Section 3.MEETINGS. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board may designate a chairman of any committee, and such chairman or, in the absence of a chairman, any two members of any committee (if there are at least two members of the committee) may fix the time and place of its meeting unless the Board shall otherwise provide. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent member. Each committee shall keep minutes of its proceedings.

Section 4.TELEPHONE MEETINGS. Members of a committee of the Board may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 5.WRITTEN CONSENT BY COMMITTEES. Any action required or permitted to be taken at any meeting of a committee of the Board may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each member of the committee and is filed with the minutes of proceedings of such committee.

Section 6.VACANCIES. Subject to the provisions hereof, the Board shall have the power at any time to change the membership of any committee, to fill all vacancies, to designate alternate members to replace any absent or disqualified member or to dissolve any such committee. Subject to the power of the Board, the members of the committee shall have the power to fill any vacancies on the committee.

Article V
OFFICERS

Section 1.GENERAL PROVISIONS. The officers of the Corporation shall include a president, a secretary and a treasurer and may include a chief executive officer, one or more vice presidents, a chief operating officer, a chief financial officer, a chief investment officer, a chief compliance officer, one or more assistant secretaries and one or more assistant treasurers. In addition, the Board may from time to time elect such other officers with such powers and duties as it shall deem necessary or desirable. The officers of the Corporation shall be elected annually by the Board, except that the chief executive officer or president may from time to time appoint one or more vice presidents, assistant secretaries, assistant treasurers or other officers. Each officer shall hold office until his or her successor is elected and qualifies or until death, resignation or removal in the manner hereinafter provided. Any two or more offices except president and vice president may be held by the same person. Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent.

Section 2.REMOVAL AND RESIGNATION. Any officer or agent of the Corporation may be removed, with or without cause, by the Board if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Board, the Chairman of the Board, the chief executive officer, the president or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the notice of resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.

Section 3.VACANCIES. A vacancy in any office may be filled by the Board for the balance of the term.

Section 4.CHIEF EXECUTIVE OFFICER. The Board may designate a chief executive officer. In the absence of such designation, the president shall be the chief executive officer of the Corporation. The chief executive officer shall have general responsibility for implementation of the policies of the Corporation, as determined by the Board, and for the management of the business and affairs of the Corporation. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board from time to time.

Section 5.CHIEF OPERATING OFFICER. The Board may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as set forth by the Board or the chief executive officer.

Section 6.CHIEF INVESTMENT OFFICER. The Board may designate a chief investment officer. The chief investment officer shall have the responsibilities and duties as set forth by the Board or the chief executive officer.

Section 7.CHIEF FINANCIAL OFFICER. The Board may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties as set forth by the Board or the chief executive officer.

Section 8.CHIEF COMPLIANCE OFFICER. The Board shall designate a chief compliance officer to the extent required by, and consistent with the requirements of, the Investment Company Act. The chief compliance officer, subject to the direction of and reporting to the Board, shall be responsible for the oversight of the Corporation’s compliance with the Federal securities laws and other applicable regulatory requirements. The designation, compensation and removal of the chief compliance officer must be approved by the Board, including a majority of the directors who are not “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of the Corporation. The chief compliance officer shall perform such executive, supervisory and management functions and duties as may be assigned to him or her from time to time.

Section 9.PRESIDENT. In the absence of a designation of a chief executive officer by the Board, the president shall be the chief executive officer. In the absence of a designation of a chief executive officer, the president may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board from time to time.

Section 10.VICE PRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to such vice president by the president or by the Board. The Board may designate one or more vice presidents as executive vice president or as vice president for particular areas of responsibility.

Section 11.SECRETARY. The secretary shall: (a) keep the minutes of the proceedings of the stockholders, the Board and committees of the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform such other duties as from time to time may be assigned to him by the chief executive officer, the president or by the Board.

Section 12.TREASURER. The treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. In the absence of a designation of a chief financial officer by the Board, the treasurer shall be the chief financial officer of the Corporation.

The treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the president and Board, at the regular meetings of the Board or whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

If required by the Board, the treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, moneys and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

Section 13.ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the president or the Board. The assistant treasurers shall, if required by the Board, give bonds for the faithful performance of their duties in such sums and with such surety or sureties as shall be satisfactory to the Board.

Article VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1.CONTRACTS. The Board or any committee of the Board within the scope of its delegated authority, may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Corporation when authorized or ratified by action of the Board or such committee and executed by an authorized person.

Section 2.CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to time be determined by the Board.

Section 3.DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may designate.

Article VII
STOCK

Section 1.CERTIFICATES; REQUIRED INFORMATION. Except as may be otherwise provided by the Board, stockholders of the Corporation are not entitled to certificates representing the shares of stock held by them. In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be signed by the officers of the Corporation in the manner permitted by the MGCL and contain the statements and information required by the MGCL. There shall be no differences in the rights and obligations of stockholders based on whether or not their shares are represented by certificates.

Section 2.TRANSFERS WHEN CERTIFICATES ISSUED. Subject to any determination of the Board pursuant to Section 1 of this Article, upon surrender to the Corporation or the transfer agent of the Corporation of a stock certificate duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Maryland.

Notwithstanding the foregoing, transfers of shares of any class of stock will be subject in all respects to the charter of the Corporation and all of the terms and conditions contained therein.

Section 3.REPLACEMENT CERTIFICATE. Subject to any determination of the Board pursuant to Section 1 of this Article, the chief executive officer, the president, the secretary, the treasurer or any officer designated by the Board may direct a new certificate to be issued in place of any certificate previously issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing the issuance of a new certificate, an officer designated by the Board may, in his or her discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or the owner’s legal representative to advertise the same in such manner as he or she shall require and/or to give bond, with sufficient surety, to the Corporation to indemnify it against any loss or claim which may arise as a result of the issuance of a new certificate.

Section 4.CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken.

In lieu of fixing a record date, the Board may provide that the stock transfer books shall be closed for a stated period but not longer than 20 days. If the stock transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten days before the date of such meeting.

If no record date is fixed and the stock transfer books are not closed for the determination of stockholders, (a) the record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day on which the notice of meeting is mailed or the 30th day before the meeting, whichever is the closer date to the meeting; and (b) the record date for the determination of stockholders entitled to receive payment of a dividend or an allotment of any other rights shall be the close of business on the day on which the resolution of the directors, declaring the dividend or allotment of rights, is adopted.

When a record date for the determination of stockholders entitled to notice of and to vote at any meeting of stockholders has been set as provided in this section, such record date shall continue to apply to the meeting if adjourned or postponed, except if the meeting is adjourned or postponed to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record date for such meeting shall be determined as set forth herein.

Section 5.STOCK LEDGER. The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate share ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.

Section 6.FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board may issue fractional stock or provide for the issuance of scrip, all on such terms and under such conditions as they may determine. Notwithstanding any other provision of the charter or these Bylaws, the Board may issue units consisting of different securities of the Corporation. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Corporation, except that the Board may provide that for a specified period securities of the Corporation issued in such unit may be transferred on the books of the Corporation only in such unit.

Article VIII
ACCOUNTING YEAR

The Board shall have the power, from time to time, to fix the fiscal year of the Corporation by a duly adopted resolution.

Article IX
DISTRIBUTIONS

Section 1.AUTHORIZATION. Dividends and other distributions upon the stock of the Corporation may be authorized by the Board, subject to the provisions of law and the charter of the Corporation. Dividends and other distributions may be paid in cash, property or stock of the Corporation, subject to the provisions of law and the charter.

Section 2.CONTINGENCIES. Before payment of any dividends or other distributions, there may be set aside out of any assets of the Corporation available for dividends or other distributions such sum or sums as the Board may from time to time, in its absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends or other distributions, for repairing or maintaining any property of the Corporation or for such other purpose as the Board shall determine to be in the best interest of the Corporation, and the Board may modify or abolish any such reserve.

Article X
SEAL

Section 1.SEAL. The Board may authorize the adoption of a seal by the Corporation. The seal shall contain the name of the Corporation and the year of its incorporation and the words “Incorporated in Maryland.” The Board may authorize one or more duplicate seals and provide for the custody thereof.

Section 2.AFFIXING SEAL. Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.

Article XI
INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 1.INDEMNIFICATION. The Corporation shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to any individual who (a) is a present or former director or officer of the Corporation and who is made or threatened to be made a party to a proceeding by reason of his or her service in that capacity, or (b) while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner, member, manager or trustee of any corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to a proceeding by reason of his or her service in such capacity and from and against any claim or liability to which such person may become subject or such person may incur, in each case to the fullest extent permitted by Maryland law and the Investment Company Act. The rights to indemnification and advance of expenses provided by the charter of the Corporation and these Bylaws shall vest immediately upon election of a director or officer. The Corporation may, with the approval of its Board or any duly authorized committee thereof, provide such indemnification and advancement for expenses to a person who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation. The indemnification and payment or reimbursement of expenses provided in these Bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may become entitled under any bylaw, regulation, insurance, agreement or otherwise.

Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the Bylaws or charter of the Corporation inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

Article XII
WAIVER OF NOTICE

Whenever any notice of a meeting is required to be given pursuant to the charter of the Corporation or these Bylaws or pursuant to applicable law, a waiver thereof in writing or by electronic transmission, given by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Article XIII
INSPECTION OF RECORDS

A stockholder that is otherwise eligible under applicable law to inspect the Corporation’s books of account, stock ledger, or other specified documents of the Corporation shall have no right to make such inspection if the Board determines that such stockholder has an improper purpose for requesting such inspection. The Board may impose reasonable restrictions on a stockholder’s use of the Corporation’s books of account, stock ledger, and other documents of the Corporation.

Article XIV
EXCLUSIVE FORUM

Unless the Corporation consents in writing to the selection of a different forum, to the fullest extent permitted by law, the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of any duty owed by a director or officer or other employee of the Corporation to the Corporation or to the stockholders of the Corporation or asserting a claim of breach of any standard of conduct set forth in the MGCL, (c) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the MGCL, the charter of the Corporation or these Bylaws, or (d) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation that is governed by the internal affairs doctrine. With respect to any proceeding described in the foregoing sentence that is in the Circuit Court for Baltimore City, Maryland, the Corporation and its stockholders consent to the assignment of the proceeding to the Business and Technology Case Management Program pursuant to Maryland Rule 16-308 or any successor thereof. Unless the Corporation consents in writing to the selection of a different forum, to the fullest extent permitted by law, the federal district courts for the United States of America, shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933. Any person or entity purchasing or holding any interest in the Corporation’s stock shall be deemed to have notice of and consented to this Article XIV.

Article XV
PROVISIONS IN CONFLICT WITH LAW OR REGULATION

(a)The provisions of these Bylaws are severable, and if the Board shall determine, with the advice of counsel, that any of such provisions is in conflict with the Investment Company Act or with other applicable binding laws and regulations, the conflicting provision shall be deemed never to have constituted a part of these Bylaws; provided, however, that such determination shall not affect any of the remaining provisions of these Bylaws or render invalid or improper any action taken or omitted prior to such determination.

(b)If any provision of these Bylaws shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of these Bylaws in any jurisdiction.

Article XVI
AMENDMENT OF BYLAWS

The Board shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws. Except as may be required by applicable binding law or the charter, action by the Board with respect to these Bylaws shall be taken by an affirmative vote of a majority of the Board. The Board shall in no event adopt Bylaws which are in conflict with the charter, and any inconsistency shall be construed in favor of the related provisions in the charter.

Adopted: March 23, 2022