0001047469-14-007154 Sample Contracts

CUSTODIAN AGREEMENT
Custodian Agreement • August 22nd, 2014 • FS Energy & Power Fund II • Massachusetts

This Agreement, dated as of , 2014, is by and between FS ENERGY AND POWER FUND II, a Delaware statutory trust (the “Company”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

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INVESTMENT SUB-ADVISORY AGREEMENT BY AND BETWEEN FSEP II ADVISOR, LLC AND GSO CAPITAL PARTNERS LP
Investment Sub-Advisory Agreement • August 22nd, 2014 • FS Energy & Power Fund II • New York

THIS INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) made this [·] day of [·], 2014, by and between FSEP II ADVISOR, LLC, a Delaware limited liability company (the “Adviser”), and GSO CAPITAL PARTNERS LP, a Delaware limited partnership (the “Sub-Adviser”).

INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT BETWEEN FS ENERGY AND POWER FUND II AND FSEP II ADVISOR, LLC
Administrative Services Agreement • August 22nd, 2014 • FS Energy & Power Fund II • New York

This Investment Advisory and Administrative Services Agreement (the “Agreement”) is made this 31st day of July, 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”).

EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
And Conditional Reimbursement Agreement • August 22nd, 2014 • FS Energy & Power Fund II • Delaware

This Expense Support and Conditional Reimbursement 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 FRANKLIN SQUARE HOLDINGS, L.P., a Pennsylvania limited partnership (“FSH”).

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