FORM OF FOLLOW-ON DEALER MANAGER AGREEMENT (THIS “FOLLOW-ON DEALER MANAGER AGREEMENT”)Follow-on Dealer Manager Agreement • November 27th, 2012 • FS Energy & Power Fund
WHEREAS, FS2 Capital Partners, LLC, a Delaware limited liability company (the “Dealer Manager”), serves as dealer manager to FS Energy and Power Fund, a Delaware Statutory Trust (the “Company”), in its initial public offering of up to $1,500,000,000 shares of the Company’s common shares of beneficial interest, par value $0.001 per share (the “Common Shares”), to be sold and distributed on a best-efforts basis by the Dealer Manager pursuant to a registration statement on Form N-2 (File No. 333-169679) (the “Existing Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on September 30, 2010, as supplemented and amended from time to time, and a Dealer Manager Agreement, dated April 28, 2011 (the “Dealer Manager Agreement”), among the Company, the Dealer Manager and FS Investment Advisor, LLC, a Delaware limited liability company and investment adviser to the Company (the “Advisor”);
