KKR Income Opportunities Fund : Audit Committee Charter

AUDIT COMMITTEE CHARTER

FOR KKR INCOME OPPORTUNITIES FUND

AND KKR CREDIT OPPORTUNITIES PORTFOLIO

1. Audit Committee Membership and Qualifications

The Audit Committee (the "Audit Committee" or "Committee") of KKR Income Opportunities Fund and KKR Credit Opportunities Portfolio (each, a "Trust" and, collectively, the "Trusts") shall consist of at least three members. All members must be appointed by the Boards of Trustees of the Trusts (the "Board"). The Board may replace members of the Audit Committee for any reason.

No member of the Audit Committee shall be an "interested person" of the applicable Trust, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), or receive any compensation from the Trusts except compensation for service as a member of the Board or a committee of the Board. Each member of the Audit Committee must also meet the independence and experience requirements as they may be adopted and modified from time to time by the New York Stock Exchange (the "NYSE"), as applicable.

With respect to the Audit Committee of KKR Income Opportunities Fund, no member of the Committee may serve on the audit committees of more than three public companies (including the audit committees of those funds that are registered pursuant to the Investment Company Act and managed by KKR Credit Advisors (US) LLC, with such audit committees deemed for these purposes to be the audit committee of a single public company), unless the Board determines that such simultaneous service would not impair the ability of such member to serve on the Committee effectively. If such a determination is made by the Board, the KKR Income Opportunities Fund must disclose such determination on its website, in its annual proxy statement (if any), or in its annual report.

With respect to the Audit Committee of KKR Income Opportunities Fund, each member of the Audit Committee must be financially literate, as that qualification is interpreted by the Board in its business judgment, or must become financially literate within a reasonable time after appointment to the Audit Committee. The Board may presume that an "audit committee financial expert," as defined in Item 3 of Form N-CSR ("ACFE"), satisfies the requirement in the foregoing sentence. The Committee's composition shall meet such other regulatory requirements relating to audit committees established from time to time by the U.S. Securities and Exchange Commission and any other applicable governmental entity or self-regulatory organization or law to which the Trusts are subject.

1. Purposes of the Audit Committee

The purposes of the Audit Committee are:

1. to oversee the accounting and financial reporting processes of the Trusts and each Trust's internal control over financial reporting and, as the Committee deems appropriate, to inquire into the internal control over financial reporting of certain third-party service providers;
2. to oversee, or, as appropriate, assist Board oversight of, the quality and integrity of each Trust's financial statements and the independent audit thereof, as applicable;
3. to oversee, or, as appropriate, assist Board oversight of, the Trusts' compliance with legal and regulatory requirements that relate to the Trusts' accounting and financial reporting, internal control over financial reporting and independent audits, as applicable;
4. to approve prior to appointment the engagement of each Trust's independent auditors and, in connection therewith, to review and evaluate the qualifications, independence and performance of each Trust's independent auditors, as applicable;
5. to act as a liaison between each Trust's independent auditors and the Board;
6. to assist Board oversight of the Trusts' internal audit function, as applicable.

The independent auditors for the Trusts shall report directly to the Audit Committee.

1. Duties and Powers of the Audit Committee

To carry out its purposes, the Audit Committee shall have the following duties and powers:

1. to approve prior to appointment the engagement of auditors to annually audit and provide their opinion on each Trust's financial statements, to recommend to those Board members who are not "interested persons" of the applicable Trust (as that term is defined in Section 2(a)(19) of the Investment Company Act) the selection, retention or termination of the Trusts' independent auditors and, in connection therewith, to review and evaluate matters potentially affecting the independence and capabilities of the auditors. In evaluating the auditor's qualifications, performance and independence, the Audit Committee must, among other things, obtain and review a report by the auditor, at least annually, describing the following items:
2. 1. all relationships between the independent auditor and the Trusts, including each non-audit service provided to the Trusts, consistent with the requirements of Public Company Accounting Oversight Board Ethics and Independence Rule 3526;
   2. any material issues raised by the most recent internal quality control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues, as applicable; and
   3. the audit firm's internal quality-control procedures.
3. to approve prior to appointment the engagement of the auditor to provide other audit services to the Trusts or to provide non-audit services to the Trusts, its investment adviser or any entity controlling, controlled by or under common control with such an investment adviser ("adviser affiliate") that provides ongoing services to the Trusts, if the engagement relates directly to the operations and financial reporting of the Trusts;
4. to develop, to the extent deemed appropriate by the Audit Committee, policies and procedures for pre-approval of the engagement of the Trusts' auditors to provide any of the services described in B above;
5. to consider the controls applied by the auditors and any measures taken by management in an effort to assure that all items requiring preapproval by the Audit Committee are identified and referred to the Committee in a timely fashion;
6. to consider whether the non-audit services provided by each Trust's auditor to the Trusts' investment adviser or any adviser affiliate that provides ongoing services to the Trusts, which services were not preapproved by the Audit Committee, are compatible with maintaining the auditor's independence;
7. to review the arrangements for and scope of the annual audit and any special audits;
8. to review and approve the fees proposed to be charged to the Trusts by the auditors for each audit and non-audit service;
9. to consider information and comments from the auditors with respect to the Trusts' accounting and financial reporting policies, procedures and internal control over financial reporting (including the Trusts' critical accounting policies and practices), to consider management's responses to any such comments and, to the extent the Audit Committee deems necessary or appropriate, to promote improvements in the quality of the Trusts' accounting and financial reporting;

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1. to consider information and comments from the auditors with respect to, and meet with the auditors to discuss any matters of concern relating to, each Trust's financial statements, including any adjustments to such statements recommended by the auditors, to review the auditors' opinion on each Trust's financial statements and to separately review, meet and discuss with management and the independent auditor each Trust's annual audited financial statements and other periodic financial statements, including any disclosures under "Management's Discussion of Fund Performance," as applicable;
2. to resolve disagreements between management and the auditors regarding financial

reporting;

1. 1. to consider any reports of difficulties that may have arisen in the course of the audit, including any limitations on the scope of the audit, and management's response thereto, as applicable;
   2. to review with each Trust's principal executive officer and/or principal financial officer in connection with required certifications on Form N-CSR any significant deficiencies in the design or operation of internal control over financial reporting or material weaknesses therein and any reported evidence of fraud involving management or other employees who have a significant role in the Trusts' internal control over financial reporting;
2. to establish, or confirm the establishment of, procedures for the receipt, retention and treatment of complaints received by the Trusts relating to accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of the Trusts, the Trusts' investment adviser, administrator, principal underwriter or any other provider of accounting related services for the Trusts of concerns about accounting or auditing matters, and to address reports from attorneys or auditors of possible violations of federal or state law or fiduciary duty;
3. 1. to set clear policies relating to the hiring by entities within the Trusts' investment company complex1 of employees or former employees of the independent auditors and review those policies, as applicable;
   2. to investigate or initiate an investigation of reports of improprieties or suspected improprieties in connection with the Trusts' accounting or financial reporting;
   3. to report its activities to the full Board on a regular basis and to make such recommendations with respect to the above and other matters as the Audit Committee may deem necessary or appropriate, as applicable;
   4. to perform such other functions and to have such powers as may be necessary or appropriate in the efficient and lawful discharge of the powers provided in this Charter;

1. review and discuss each Trust's audited annual financial statements and unaudited semiannual reports with the Trusts' investment adviser and, in the case of the audited financials, the

1 "Investment company complex" includes:

• the fund and its investment adviser or sponsor;
• any entity controlling, controlled by or under common control with the investment adviser or sponsor, if the entity:
• 1. is an investment adviser or sponsor; or (ii) is engaged in the business of providing administrative, custodian, underwriting or transfer agent services to any investment company, investment adviser or sponsor; and
• any investment company, hedge fund or unregistered fund that has an investment adviser included in the definition set forth in either of the two bullet points above.

An investment adviser, for these purposes, does not include a sub-adviser whose role is primarily portfolio management and that is subcontracted with or overseen by another investment adviser. Sponsor refers to the sponsor of a unit investment trust.

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independent auditors, including the Trusts' disclosures under "Management's Discussion of Fund Performance";

1. 1. 1. consider and, if appropriate, recommend the publication of each Trust's annual audited financial statements in each Trust's annual report in advance of the printing and publication of the annual report, based on its review and discussions of such annual report with the independent auditors, the Trusts' officers and investment adviser; and (if applicable) prepare the audit committee report required to be included in each Trust's proxy statement (if applicable) for its annual meeting of shareholders (if such meeting is required by law);
   2. at least annually, obtain and review a report by the Trusts' independent auditors describing:
2. the independent auditors' internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the independent auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the independent auditors, and any steps taken to deal with such issues; and (iii) (to assess the independent auditors' independence) all relationships between the independent auditor and each Trust;
3. 1. discuss in general each Trust's periodic earnings releases (if applicable), as well as any financial information and earnings guidance provided to analysts and rating agencies, if any;
   2. discuss policies with respect to risk assessment and risk management, as applicable; and
   3. conduct an annual self-assessment in connection with the Board self-assessment.

The Audit Committee shall have the resources and authority appropriate to discharge its responsibilities, including appropriate funding, as determined by the Audit Committee, for payment of compensation to the auditors for the purpose of conducting the audit and rendering their audit report, the authority to retain and compensate special counsel and other experts or consultants as the Audit Committee deems necessary, the authority to obtain specialized training for Audit Committee members, at the expense of the Trusts, as appropriate, and ordinary administrative expenses of the Audit Committee.

The Audit Committee may delegate any portion of its authority, including the authority to grant pre-approvals of audit and permitted non-audit services, to a subcommittee of one or more members. Any decisions of the subcommittee to grant pre-approvals shall be presented to the Audit Committee at its next regularly scheduled meeting.

IV.	Role and Responsibilities of the Audit Committee

The function of the Audit Committee is oversight; it is Trust management's responsibility to maintain appropriate systems for accounting and internal control over financial reporting and the auditor's responsibility to plan and carry out a proper audit. Specifically, Trust management is responsible for: (i) the preparation, presentation and integrity of each Trust's financial statements; (ii) the maintenance of appropriate accounting and financial reporting principles and policies; and (iii) the maintenance of internal control over financial reporting and other procedures designed to assure compliance with accounting standards and related laws and regulations. The independent auditors are responsible for planning and carrying out an audit consistent with applicable legal and professional standards and the terms of their engagement letter. Nothing in this Charter shall be construed to reduce the responsibilities or liabilities of the Trusts' service providers, including the auditors.

Although the Audit Committee is expected to take a detached and questioning approach to the matters that come before it, the review of a Trust's financial statements by the Audit Committee is not an audit, nor does the Committee's review substitute for the responsibilities of Trust management for preparing, or the independent auditors for auditing, the financial statements. Members of the Audit Committee are not full-time employees of the Trusts and, in serving on this Committee, are not, and do not hold themselves out to be, acting as accountants or auditors. As such, it is not the duty or responsibility of the Committee or its members to conduct "field work" or other types of auditing or accounting reviews or procedures.

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In discharging his or her duties, a member of the Audit Committee is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (i) one or more officers of the Trusts whom the trustee reasonably believes to be reliable and competent in the matters presented; (ii) legal counsel, public accountants or other persons as to matters the trustee reasonably believes are within the person's professional or expert competence; or (iii) a Board committee of which the trustee is not a member.

1. Operations of the Audit Committee
2. 1. The Audit Committee shall meet on a regular basis and is empowered to hold special meetings as circumstances require. The chair or a majority of the members shall be authorized to call a meeting of the Audit Committee and send notice thereof.
   2. Audit Committee members may attend Committee meetings telephonically (although they are encouraged to attend in person), and the Committee may act by written consent, to the extent permitted by law and by each Trust's By-Laws.
   3. The Audit Committee shall have the authority to meet privately and to admit non-members individually by invitation.
   4. The Audit Committee shall regularly meet, in separate executive sessions, with representatives of Trust management, the Trusts' internal auditors or other personnel responsible for the Trusts' internal audit function (if any) and the Trusts' independent auditors. The Committee may also request to meet with internal legal counsel and compliance personnel of the Trusts' investment adviser and with entities that provide significant accounting or administrative services to the Trusts to discuss matters relating to the Trusts' accounting and compliance as well as other Trust-related matters.
   5. The Audit Committee shall prepare, or have prepared, and retain minutes of its meetings and appropriate documentation of decisions made outside of meetings by delegated authority.
   6. The Audit Committee may select one of its members to be the chair and may select a vice

chair.

1. A majority of the members of the Audit Committee shall constitute a quorum for the transaction of business at any meeting of the Committee. The action of a majority of the members of the Audit Committee present at a meeting at which a quorum is present shall be the action of the Committee.
2. The Board shall adopt and approve this Charter and may amend it on the Board's own motion. The Audit Committee shall review this Charter at least annually and recommend to the full Board any changes the Committee deems appropriate.
3. The Audit Committee shall evaluate its performance at least annually, as applicable.

Approved:

September 14, 2012

Last Amended: December 13, 2019

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