FS ENERGY AND POWER FUND II Up to 300,000,000 Common Shares of Beneficial Interest, $0.001 par value per share FORM OF DEALER MANAGER AGREEMENTDealer Manager Agreement • June 2nd, 2014 • FS Energy & Power Fund II • Delaware
FORM OF ESCROW AGREEMENTEscrow Agreement • June 2nd, 2014 • FS Energy & Power Fund II • Missouri
This Escrow Agreement (this “Agreement”) made and entered into as of this [·] day of [·], 2014 by and among FS Energy and Power Fund II, a Delaware statutory trust (the “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”).
FORM OF INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT BETWEEN FS ENERGY AND POWER FUND II AND FSEP II ADVISOR, LLCInvestment Advisory and Administrative Services Agreement • June 2nd, 2014 • FS Energy & Power Fund II • New York
This Investment Advisory and Administrative Services Agreement (the “Agreement”) is made this [·] day of [·], 2014, by and between FS ENERGY AND POWER FUND II, a Delaware statutory trust (the “Company”), and FSEP II ADVISOR, LLC, a Delaware limited liability company (the “Adviser”).
