KKR Income Opportunities Fund : Nominating Committee Charter

NOMINATING COMMITTEE CHARTER

FOR KKR INCOME OPPORTUNITIES FUND

AND KKR CREDIT OPPORTUNITIES PORTFOLIO

This document (this "Charter") constitutes the Charter of the Nominating Committee (the "Committee") of the Boards of Trustees (the "Board") of KKR Income Opportunities Fund and KKR Credit Opportunities Portfolio (each, a "Trust" and, collectively, the "Trusts"). The Committee is established by the Board to select and nominate persons for election as Trustees of the Trusts.

1. Organization. Only members of the Board who are not "interested persons," as defined in the Investment Company Act of 1940, as amended, of the applicable Trust ("Disinterested Trustees") may serve as members of the
   Committee. The Committee shall be composed of at least two members, and each member shall be appointed by the Board. The compensation of the members of the Committee shall be determined by the Board.

1. Meetings
2. 1. The Committee shall meet only as necessary or appropriate 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 Committee and send notice thereof. Notice of meetings shall be made to each member by any reasonable means.
   2. The Committee may meet either on its own or in conjunction with Board meetings; members may attend telephonically, and the Committee may act by written consent, to the extent permitted by law and each Trust's governing documents.
   3. The Committee may select one of its members to be the chair and may select a vice chair.
   4. A majority of the members of the 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 Committee present at a meeting at which a quorum is present shall be the action of the Committee.
   5. The Committee shall prepare and retain minutes of its

meetings.

1. Committee Purpose. The purpose of the Committee is to select and nominate persons for election as Trustees of the Trusts.

IV. Identification and Evaluation of Potential Nominees. In identifying and evaluating a person as a potential nominee to serve as a Trustee of the Trusts, the Committee shall consider, among other factors it may deem relevant:

1. the contribution that the person can make to the Board, with consideration being given to the person's business and professional experience, education, skills, judgment and such other factors as the Committee may consider relevant;
2. the character and integrity of the person;
3. whether or not the person is a Disinterested Trustee and whether the person and is otherwise qualified under applicable laws and regulations to serve as a Trustee of the Trusts;
4. whether or not the person has any relationships that might impair his or her independence, such as any business, financial or family relationships with management of the Trusts, the investment adviser or manager of each Trust, service providers of the Trusts or their affiliates;
5. whether or not the person is financially literate and/or is an
   "audit committee financial expert" as defined in Item 3 of Form N-CSR;
6. whether or not the person serves on boards of, or is otherwise affiliated with, financial service organizations, their related investment company complexes or other public companies;
7. whether or not the person is willing to serve as, and willing and able to commit the time necessary for the performance of the duties of, a Trustee of the Trusts;
8. whether or not the selection and nomination of the person would be consistent with the requirements of the Trusts' retirement policies; and
9. whether or not the selection and nomination of the person would contribute to Board diversity, including with respect to differences of viewpoint, professional experience, education, skill and other individual qualities and attributes.

While the Committee is solely responsible for the selection and nomination of the Trustees of the Trusts, the Committee shall review and consider nominations for the office of Trustee made by management and by Trust shareholders who have sent nominations (which include the biographical information and the qualifications of the proposed nominee) to the Chief Executive Officer of the Trusts, as the Committee deems appropriate.

2

1. Duties and Powers. To carry out the purpose specified in Section III above, the Committee shall have the following duties and powers:
2. 1. if deemed appropriate and necessary, the sole responsibility to select, retain and terminate a search firm to assist the Committee in identifying Trustee candidates, including sole authority to approve all such search firm's fees and other retention terms;
   2. to report its activities to the Board as necessary;
   3. after determination by the Committee that a person should be selected and nominated as a Trustee of the Trusts, the Committee shall present its recommendation to the Board for its consideration and, where appropriate, separately to all the Disinterested Trustees for their consideration; and
   4. to perform such other functions and to have such other powers as may be necessary or appropriate in the efficient and lawful discharge of the foregoing.

VI. Periodic Review of Board Composition. The Committee shall periodically review the composition of the Board in light of the current needs of the Board and the Trusts and determine whether it may be appropriate to add or remove individuals after considering issues of judgment, diversity, age, skills, background and experience.

VII. Trustee Compensation. At least annually, the Committee shall review and approve compensation for the Trustees.

VIII. Periodic Review of Charter. The Committee shall review this Charter as it deems necessary or appropriate and recommend any changes to the Board.

IX. Amendment and Repeal of Charter. This Charter may be altered, amended or repealed, or a new charter may be adopted, by the Board on the affirmative vote of a majority of all of the members of the Board, including a majority of the Disinterested Trustees.

Amended:

December 13, 2019

3