CUSTODY AGREEMENTCustody Agreement • May 6th, 2011 • FS Energy & Power Fund • New York
AGREEMENT, dated as of April 1, 2011, by and between FS ENERGY AND POWER FUND, a Delaware statutory trust having its principal office and place of business at 2929 Arch Street, Suite 675, Philadelphia, Pennsylvania 19104 (the “Fund”), and THE BANK OF NEW YORK MELLON, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).
FS ENERGY AND POWER FUND Up to $1,500,000,000 in Common Shares, $0.001 par value per share DEALER MANAGER AGREEMENT April 28, 2011Selected Dealer Agreement • May 6th, 2011 • FS Energy & Power Fund • Delaware
FS Energy and Power Fund, a Delaware Statutory Trust (the “Fund”), has registered for public sale (the “Offering”) a maximum of $1,500,000,000 in common shares, $0.001 par value per share (the “Common Shares”), to be issued and sold to the public on a “best efforts” basis (the “Offered Shares”) through you as the managing dealer (the “Dealer Manager”) and the broker-dealers participating in the offering (the “Selected Dealers”) at an initial offering price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased). Terms not otherwise defined herein shall have the same meaning as in the Prospectus, as that term is defined in Section 2.1 below.
INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN FS INVESTMENT ADVISOR, LLC AND GSO CAPITAL PARTNERS LPInvestment Sub-Advisory Agreement • May 6th, 2011 • FS Energy & Power Fund • New York
THIS INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) made this 28th day of April, 2011, by and between FS INVESTMENT ADVISOR, LLC, a Delaware limited liability company (the “Adviser”) and GSO CAPITAL PARTNERS LP, a Delaware limited liability company (the “Sub-Adviser”).
INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT BETWEEN FS ENERGY AND POWER FUND AND FS INVESTMENT ADVISOR, LLCInvestment Advisory And • May 6th, 2011 • FS Energy & Power Fund • New York
This Investment Advisory and Administrative Services Agreement (the “Agreement”) is made this 28th day of April 2011, by and between FS ENERGY AND POWER FUND, a Delaware statutory trust (the “Fund”), and FS INVESTMENT ADVISOR, LLC, a Delaware limited liability company (the “Adviser”).
ESCROW AGREEMENTEscrow Agreement • May 6th, 2011 • FS Energy & Power Fund • Missouri
This Escrow Agreement (this “Agreement”) made and entered into as of this 29th day of March, 2011 by and among FS Energy and Power Fund, a Delaware statutory trust (“Company”), UMB Bank, N.A., as Escrow Agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”), and FS² Capital Partners, LLC, a Delaware limited liability company (the “Dealer Manager”), for itself and for and on behalf of its selected dealers (the “Selected Dealers”).
