CUSTODIAN AGREEMENTCustodian Agreement • November 12th, 2014 • FS Energy & Power Fund II • Massachusetts
This Agreement, dated as of September 29, 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”).
ESCROW AGREEMENTEscrow Agreement • November 12th, 2014 • FS Energy & Power Fund II • Missouri
This Escrow Agreement (this “Agreement”) made and entered into as of this 31st day of July, 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”).
FS ENERGY AND POWER FUND II Up to 300,000,000 Common Shares of Beneficial Interest, $0.001 par value per share DEALER MANAGER AGREEMENT JULY 31, 2014Selected Dealer Agreement • November 12th, 2014 • FS Energy & Power Fund II • Delaware
FS Energy and Power Fund II, a Delaware statutory trust (the “Company”), has registered for public sale (the “Offering”) a maximum of 300,000,000 common shares of beneficial interest, $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, registered investment advisors (“RIA”) and other financial intermediaries (the “Selected Dealers”) participating in the offering 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 1.1 below.
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTAnd Conditional Reimbursement Agreement • November 12th, 2014 • FS Energy & Power Fund II • Delaware
This Expense Support and Conditional Reimbursement 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 FRANKLIN SQUARE HOLDINGS, L.P., a Pennsylvania limited partnership (“FSH”).
