FS Energy and Power Fund

201 Rouse Boulevard

Philadelphia, Pennsylvania 19112

April 29, 2016January 18, 2018

Dear Fellow Shareholder:

You are cordially invited to attend the Annuala Special Meeting of Shareholders of FS Energy and Power Fund, a Delaware statutory trust (the "Company"“Company”), to be held on June 23, 2016Monday, March 26, 2018 at 2:00 p.m., Eastern Time, at the offices of the Company, located at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112.19112 (the “Special Meeting”).

At the Special Meeting, you will be asked to consider and vote on several matters that are important to the future of the Company. Firstly, you will be asked to consider and vote upon proposals that, if adopted, will effectively position the Company to pursue a future listing of the Company’s common shares on a national securities exchange (a “Listing”), if and when market conditions make it desirable to do so and it is otherwise in the Company’s best interest. These matters are detailed briefly below and are explained in more detail in the enclosed materials. I urge you to read these materials carefully.

The Company’s common shares have never been listed or traded on any securities exchange, such as the New York Stock Exchange or NASDAQ Stock Market. The Company’s board of trustees has considered whether the Company should list its common shares on a national securities exchange and has decided that a Listing is likely to be beneficial to the Company and its shareholders. Accordingly, the Company’s board of trustees is recommending certain corporate actions requiring your vote that will better position the Company to pursue a Listing if market conditions make it desirable to do so and it is otherwise in the Company’s best interest.

The Company plans to amend and restate its declaration of trust (“Declaration of Trust”) to reflect amendments described in the proxy statement, which will become effective upon a Listing and will serve to conform certain provisions in the Company’s Declaration of Trust more closely to provisions in the charters of other business development companies whose securities are listed and publicly traded on a national securities exchange. A copy of the proposed Fourth Amended and Restated Declaration of Trust (the “Fourth Declaration of Trust”) is attached asExhibit A to the accompanying proxy statement. The Fourth Declaration of Trust is marked to show the changes made to the Company’s current Declaration of Trust and reflects the modifications proposed to be made by Listing Amendment Proposal 1 and Listing Amendment Proposal 2 (each as more fully described below) and certain other changes to the Declaration of Trust the board of trustees of the Company approved which will become effective upon a Listing.

At the Special Meeting, you will also be asked to vote upon a proposal to approve a new investment advisory and administrative services agreement (the “Investment Advisory Agreement Proposal”), by and between the Company and FS/EIG Advisor, LLC (the “Proposed Investment Advisory Agreement”) as well as a proposal to approve an amended and restated investment advisory agreement, by and between the Company and FS/EIG Advisor, LLC, which will become effective upon a Listing (the “Proposed Listing Investment Advisory Agreement”). Copies of the Proposed Investment Advisory Agreement and the Proposed Listing Investment Advisory Agreement are attached asExhibit B andExhibit C to the accompanying proxy statement. You are encouraged to read them in their entirety.

Your vote is very important! Your immediate response will help avoid potential delays and may save the Company significant additional expenses associated with soliciting shareholder votes.delays.

The Notice of AnnualSpecial Meeting of Shareholders and proxy statement accompanying this letter provide an outline of the business to be conducted at the meeting.Special Meeting. At the meeting,Special Meeting, you will be asked to:

(i) elect ten membersconsider and vote upon the approval of a proposal to reflect in the Company’s amended and restated Declaration of Trust an amendment described in the proxy statement, which will become effective upon a Listing, to remove references to the NASAA Guidelines (as defined in the proxy statement), which amendment requires the affirmative vote of the holders of shares entitled to cast at leasttwo-thirds of all the votes entitled to be cast on the matter for its approval;

(ii) consider and vote upon the approval of a proposal to reflect in the Company’s amended and restated Declaration of Trust additional amendments described in the proxy statement, which will become effective upon a Listing, to, among other things, (a) increase the vote required to effect changes to certain Declaration of Trust provisions to 80% of all the votes entitled to be cast on the matter and (b) require such increased vote (i.e., 80% of all the votes entitled to be cast on the matter) to amend provisions of the Declaration of Trust relating to the composition of the board of trustees and the election of its members, which amendments require the affirmative vote of the Companyholders of shares entitled to serve untilcast at leasttwo-thirds of all the 2017 annual meetingvotes entitled to be cast on the matters for their approval;

(iii) consider and vote upon the approval of the Proposed Investment Advisory Agreement, which requires the affirmative vote of shareholders and until their successors are duly elected and qualified;holding a majority of the Company’s outstanding voting securities (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) entitled to vote on the matter for its approval; and

              (ii) ratify(iv) consider and vote upon the appointmentapproval of RSM US LLP as the Company's independent registered public accounting firmProposed Listing Investment Advisory Agreement, which will become effective upon a Listing, and which requires the affirmative vote of shareholders holding a majority of the Company’s outstanding voting securities (as defined in the 1940 Act) entitled to vote on the matter for the fiscal year ending December 31, 2016.its approval.

The Company'sCompany’s board of trustees unanimously recommends that you vote FOR each of the proposals to be considered and voted on at the AnnualSpecial Meeting.

It is important that your common shares be represented at the AnnualSpecial Meeting. If you are unable to attend the meetingSpecial Meeting in person, I urge you to complete, date and sign the enclosed proxy card and promptly return it in the envelope provided. If you prefer, you can save time by voting through the Internet or by telephone as described in the proxy statement and on the enclosed proxy card.

Your vote and participation in the governance of the Company areis very important to us.important.

Sincerely yours,

Michael C. Forman

Chairman, President and Chief Executive Officer

Important notice regarding the availability of proxy materials for the Special Meeting: The Company’s proxy statement, the proxy cardNotice of Special Meeting of Shareholders and the Company's annual report to shareholders for the year ended December 31, 2015 (the "Annual Report"). The proxy statement, the proxy card and the Annual Report are also available on the Company's website atwww.franklinsquare.com. www.proxyvote.com. If you plan on attending the AnnualSpecial Meeting and voting your common shares in person, you will need to bring photo identification in order to be admitted to the AnnualSpecial Meeting. To obtain directions to the AnnualSpecial Meeting, please call the Company at (877) 628-8575.844-358-7276

		By Order of the Board of Trustees,
		and select option 1.
		Stephen S. Sypherd Vice President, Treasurer and Secretary

April 29, 2016

Shareholders are requested to promptly authorize a proxy over the Internet or by telephone, or execute and return promptly the accompanying proxy card, which is being solicited by the board of trustees of the Company. You may authorize a proxy over the Internet or by telephone by following the instructions in the proxy card. You may execute the proxy card using the methods described in the proxy card. Executing theAuthorizing a proxy card is important to ensure a quorum at the AnnualSpecial Meeting. Shareholders also have the option to authorize their proxies by telephone or through the Internet by following the instructions printed on the proxy card. Proxies may be revoked at any time before they are exercised by submitting a written notice of revocation or a subsequently executed proxy, or by attending the AnnualSpecial Meeting and voting in person.

TABLE OF CONTENTS

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FS ENERGY AND POWER FUND

201 Rouse Boulevard

Philadelphia, Pennsylvania 19112

ANNUALSPECIAL MEETING OF SHAREHOLDERS

To Be Held On June 23, 2016
March 26, 2018

PROXY STATEMENT
INFORMATION ABOUT THE SPECIAL MEETING AND THE VOTE

GENERAL
The questions and answers below highlight only selected information from this document. They do not contain all of the information that may be important to you. You should carefully read this entire document to fully understand the proposals and the voting procedures for the Special Meeting.

              This proxy statement is furnished in connection with the solicitation of proxies by the board of trustees (the "Board") of Why am I receiving these materials?

FS Energy and Power Fund, a Delaware statutory trust (the "Company"“Company”), is furnishing these materials in connection with the solicitation of proxies by the Company’s board of trustees (the “Board”), for use at the AnnualSpecial Meeting of Shareholders of the Company to be held at the offices of the Company, located2:00 p.m., Eastern Time, on March 26, 2018, at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112, on June 23, 2016 at 2:00 p.m., Eastern Time, and any adjournments or postponements thereof (the "Annual Meeting"“Special Meeting”). This proxy statement and the accompanying materials are being mailed on or about April 30, 2016January 25, 2018 to shareholders of record described below and are available atwww.proxyvote.com.

What items will be considered and voted on at the Special Meeting?

At the Special Meeting, you will be asked to:

Even if approved by the Company’s shareholders, none of Listing Amendment Proposal 1, Listing Amendment Proposal 2 or the Listing Investment Advisory Agreement Amendment Proposal will be implemented unless and until a Listing occurs, but the Company expects that such approval by the Company’s shareholders of Listing Amendment Proposal 1, Listing Amendment Proposal 2 and/or the Listing Investment Advisory Agreement Amendment Proposal will remain valid indefinitely.

Why are changes to the Existing Declaration of Trust being proposed in connection with a Listing?

In light of the Company’s potential Listing, the Company is proposing to amend and restate the Existing Declaration of Trust in order to conform its terms to provisions in the charters of other business development companies whose securities are listed and publicly traded on a national securities exchange, which we refer to as “Listed BDCs”. We believe the Fourth Declaration of Trust is more appropriate for a Listed BDC. Among other things, the proposed amendments to the Existing Declaration of Trust would remove NASAA-mandated limitations because they impose an unnecessary administrative burden and expense on the Company's websiteCompany, and would implement certain anti-takeover protections that we believe are appropriate for a Listed BDC.

We believe that the Existing Declaration of Trust’s provisions that reflect the NASAA Guidelines could impose an unnecessary administrative burden and expense on the Company arising from potential inconsistencies with Delaware law, the 1940 Act and the listing rules of the exchange on which the Company may list its shares, and were only included as a requirement of state regulators in connection with our continuous public offering that has now closed. As a result, we believe removing these provisions is appropriate and in the best interest of shareholders. If the proposed amendments to the Existing Declaration of Trust are not approved by the shareholders, the Board will make a determination as to whether it is in the best interest of the Company and its shareholders to pursue a Listing.

Is the complete text of the Fourth Declaration of Trust available for review by shareholders, and are there other proposed amendments to the Existing Declaration of Trust?

Yes. A copy of the proposed Fourth Declaration of Trust is attached asExhibit A to this proxy statement and is marked to show the changes made to the Existing Declaration of Trust. The Fourth Declaration of Trust reflects the modifications proposed to be made by Listing Amendment Proposal 1 and Listing Amendment Proposal 2 and certain other changes in the Existing Declaration of Trust described below, which the Board approved and which will become effective upon a Listing. The proposed additional changes to the Existing Declaration of Trust, which will become effective upon a Listing, will serve to conform certain provisions in the Company’s Fourth Declaration of Trust more closely to provisions in the charters of other Listed BDCs. These amendments do not require a shareholder vote and have been approved by the Board. The summaries of the proposed amendments to the Existing Declaration of Trust set forth in this proxy statement are qualified by reference to the more complete information contained in the complete text of the copy of the proposed Fourth Declaration of Trust.

The following are changes in the Existing Declaration of Trust which do not require a shareholder vote, have been approved by the Board and will become effective upon a Listing:

If approved, how will the proposed amendments to the Existing Declaration of Trust be effected?

If approved by shareholders at the Special Meeting, the amendments described in Listing Amendment Proposal 1 and Listing Amendment Proposal 2 and reflected in the Fourth Declaration of Trust will be effected by the Board’s execution of the Fourth Declaration of Trust, and will become effective upon such execution. Even if neither of Listing Amendment Proposal 1 nor Listing Amendment Proposal 2 are approved by shareholders, the Company plans to amend the Existing Declaration of Trust as otherwise proposed inExhibit A immediately prior to and only in connection with a Listing.www.franklinsquare.com Even if approved by the Company’s shareholders, neither of Listing Amendment Proposal 1 nor Listing Amendment Proposal 2 will be implemented unless and until a Listing occurs, but the Company expects that such approval by the Company’s shareholders of Listing Amendment Proposal 1 and/or Listing Amendment Proposal 2 will remain valid indefinitely..

What will happen if the Company’s shareholders approve the changes to the Existing Declaration of Trust but a Listing does not occur?

Even if approved by the Company’s shareholders, Listing Amendment Proposal 1 and Listing Amendment Proposal 2 (and the other changes to the Existing Declaration of Trust approved by the Board) will not be implemented if a Listing does not occur.

Why am I being asked to approve the Investment Advisory Agreement Proposal?

The Company currently receives investment advisory and administrative services from FS Investment Advisor, LLC (the “Current Advisor”), pursuant to the Investment Advisory and Administrative Services Agreement, dated April 28, 2011, as amended by the First Amendment to the Investment Advisory and Administrative Services Agreement, dated August 10, 2012, by and between the Company and the Current Advisor (the “Current Investment Advisory Agreement”). GSO Capital Partners, LP (“GSO”) acts as the Company’s investment              All properly executed proxies representingsub-adviser pursuant to the InvestmentSub-Advisory Agreement, dated April 28, 2011, by and between GSO and the Current Advisor (the “InvestmentSub-Advisory Agreement”). As the Company announced on December 11, 2017, GSO intends to resign as the investmentsub-adviser to the Company effective April 9, 2018 (the “GSO Resignation Date”), prior to the Company’s entry into the Proposed Investment Advisory Agreement, by and between the Company and the Joint Advisor. The Company desires to have EIG Asset Management, LLC (“EIG”) and its affiliates (together with EIG, “EIG Advisers”), along with the Current Advisor, jointly provide management, investment advisory and administrative services to the Company under the Proposed Investment Advisory Agreement.

In order to transition the Company’s advisory services, the Current Advisor, GSO and certain of their affiliates have entered into a Transition Agreement, dated December 10, 2017 (the “Transition Agreement”), which provides that GSO will continue to act as the investmentsub-adviser to the Company through the GSO Resignation Date and will cooperate with the Current Advisor in implementing the transition of investment advisory services from GSO for the Company and several other business development companies. GSO has also agreed to restrictions on its ability to acquire the Shares (as defined below) and take certain other actions in respect of the Company. In addition, GSO has agreed (i) to vote the Shares beneficially owned by GSO, or over which GSO has voting control, in favor of the Investment Advisory Agreement Proposal and the Listing Investment Advisory Agreement Amendment Proposal and (ii) not to transfer the Shares beneficially owned by GSO until after the approval of the Investment Advisory Agreement Proposal and the Listing Investment Advisory Agreement Amendment Proposal. GSO will continue to receive fees under the Investment Sub-Advisory Agreement through the GSO Resignation Date. GSO will also receive an additional $582.5 million from FS Investments or one of its affiliates (but not, for the avoidance of doubt, the Company) as consideration for entering into the Transition Agreement and agreeing to certain obligations thereunder.

EIG, an affiliate of EIG Global Energy Partners, LLC, is a registered investment adviser that is one of the leading providers of institutional capital to the global energy industry. Accordingly, the Company desires to enter into a new investment advisory relationship with the Joint Advisor, which is a newly-formed adviser that will be jointly owned by affiliates of FS Investments (as defined below) and EIG. The Board, including a majority of the members of the Board who are not parties to the Proposed Investment Advisory Agreement or the Proposed Listing Investment Advisory Agreement, or “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of any such party (the “Independent Trustees”), has approved the Proposed Investment Advisory Agreement, and has deemed entry into such agreement to be in the best interest of the Company and its shareholders. The Board is seeking the approval by the shareholders of the Company of the Investment Advisory Agreement Proposal.

Subject to the satisfaction of the conditions described below, and as enumerated under “Requirements for Implementation of the Investment Advisory Agreement Proposal” within Proposal 3: Approval of Investment Advisory Agreement Proposal, the Company will enter into the Proposed Investment Advisory Agreement with the Joint Advisor effective upon the (i) approval by shareholders of the Investment Advisory Agreement Proposal and (ii) earlier to occur of (a) 60 days after approval by shareholders of the Investment Advisory Agreement Proposal and (b) receipt of an exemptive relief order, or an amendment to an existing exemptive relief order (in either case, the “Exemptive Relief”), from the United States Securities and Exchange Commission (the “SEC”), upon terms satisfactory to the Current Advisor and EIG to permit the Company toco-invest in privately negotiated investment transactions with accounts managed by EIG or its affiliates (collectively, the “Other EIG Accounts”). The formation of the Joint Advisor and the entry into the Proposed Investment Advisory Agreement are subject to the following conditions: (i) the Company’s base management fee has not been reduced below an annual rate of 1.75% of average weekly gross assets; (ii) the hurdle rate associated with the Company’s

subordinated incentive fee on income has not been increased above 7.0%; (iii) the ordinary cash distributions payable to shareholders of record of the Company on a monthly basis have been reduced to $0.04166666 per share ($0.50 per share annualized) or less; and (iv) the Current Advisor and EIG Advisers have entered into a tax receivable agreement substantially in the form previously agreed to between such parties, unless, in the case of clauses (i), (ii) and (iii), approved by EIG Advisers in writing. The Company and the Current Advisor have agreed to terminate the Current Investment Advisory Agreement immediately prior to the Company’s entry into the Proposed Investment Advisory Agreement with the Joint Advisor.

Who is EIG?

EIG is a Delaware limited liability company, located at 1700 Pennsylvania Avenue NW, Suite 800, Washington DC 20006, registered as an investment adviser with the SEC under the Advisers Act. EIG is an indirect subsidiary of EIG Global Energy Partners, LLC (“EIG Partners”), an investment firm with substantial experience in private investments in energy and energy-related infrastructure projects on a global basis, which oversaw approximately $17.0 billion in assets under management as of September 30, 2017. During its35-year history, EIG Partners has committed more than $24.3 billion in the energy sector through 321 portfolio investments in 36 countries on six continents.

EIG Advisers invests across the capital structure of energy, resource and related infrastructure companies, providing hybrid debt and structured equity, typically in connection with projects sponsored by large companies. EIG Advisers typically seeks to commit a minimum of $100 million to a project or company and has the capacity to commit $1 billion or more to a single transaction.

Why has the Current Advisor proposed to partner with EIG?

EIG Advisers prides itself on being a niche investor with a singular focus on energy and energy-related infrastructure with the experience andin-house technical expertise to invest across the entire capital structure and throughout the energy value chain on a global basis. EIG Advisers’ investors include many of the leading pension plans, insurance companies, endowments, foundations and sovereign wealth funds in the United States, Asia and Europe. EIG Advisers has offices and professionals in Washington, DC, Houston, Hong Kong, London, Sydney, Seoul and Rio de Janeiro. EIG Advisers has been an active investor in the energy market on a continuous basis since 1982.

EIG Advisers operates as a single investment team and all of its senior professionals have capital committed to its funds. Its senior team has over 440 years of investing experience primarily focused on energy and related infrastructure.

The Current Advisor and EIG Advisers believe that the experience, technical expertise, depth and continuity of EIG Advisers’ team are key differentiators for EIG Advisers relative to its competitors. The Current Advisor and EIG Advisers believe that EIG Advisers’ substantialin-house technical expertise and recognized brand name in the energy and infrastructure industry provide a competitive advantage in sourcing, analyzing and executing energy, resource and related infrastructure projects, as EIG Advisers is typically able to make independent evaluations of investment opportunities without significant reliance on third-party consultants.

What will happen if the Investment Advisory Agreement Proposal is approved?

If the shareholders of the Company approve the Investment Advisory Agreement Proposal, then the Joint Advisor would serve as investment adviser to the Company pursuant to the Proposed Investment Advisory Agreement.

What will happen if the Investment Advisory Agreement Proposal is not approved?

If the shareholders of the Company do not approve the Investment Advisory Agreement Proposal, then the Board will consider and evaluate its options to determine what alternatives are in the best interest of the Company and its shareholders, such as resubmitting the Investment Advisory Agreement Proposal for approval by the shareholders of the Company. GSO will resign as the Company’s investmentsub-adviser effective as of the GSO Resignation Date regardless of whether the Investment Advisory Agreement Proposal is approved, and the Company would continue to receive its investment advisory services from the Current Advisor pursuant to the Current Investment Advisory Agreement. If requested by the Current Advisor at least 30 days prior to the GSO Resignation Date, GSO will execute a consulting agreement to provide limited services to the Company until no later than June 30, 2018.

In addition, the Current Advisor and EIG have entered into a master agreement setting out the terms of the relationship between the Current Advisor and EIG (the “Master Agreement”). Also, a broker-dealer directly or indirectly affiliated with EIG (“EIG Broker”) has entered into an origination agreement (the “Origination Agreement”) and a servicing agreement (the “Servicing Agreement”) with the Current Advisor, pursuant to which, among other things, EIG Broker will, respectively, bring potential investment opportunities to the attention of the Current Advisor and provide administrative assistance to the Current Advisor with respect to Company investments. The Origination Agreement and the Servicing Agreement will terminate on the effective date of the Proposed Investment Advisory Agreement.

Will the base management fee and the incentive fee that the Company pays under the Current Investment Advisory Agreement change under the Proposed Investment Advisory Agreement?

While the Current Investment Advisory Agreement provides that the base management fee is 2.00%, effective January 1, 2018, the Current Advisor contractually agreed to permanently waive 0.25% of the base management fee so that the fee received equals 1.75% of the Company’s average gross assets. The base management fee will be reduced from 2.00% under the Current Investment Advisory Agreement to 1.75% under the Proposed Investment Advisory Agreement. Also, the base management fee in the Proposed Investment Advisory Agreement will be calculated on the average weekly gross assets during the most recently completed calendar quarter, while the base management fee under the Current Investment Advisory Agreement is calculated based on the average gross assets of the Company at the end of its last two completed fiscal quarters. Upon a sharp increase or decrease in the value of the Company’s gross assets intra-quarter, this could proportionally increase or decrease the payments due to the Joint Advisor. Fluctuations in the value of the Company’s gross assets intra-quarter pose no greater risk under the Proposed Investment Advisory Agreement than under the Current Investment Advisory Agreement. The Company believes that the change in the calculation of the base management fee under the Proposed Investment Advisory Agreement does not create a financial incentive for the Joint Advisor to take more risks than under the Current Investment Advisory Agreement.

The incentive fee under the Proposed Investment Advisory Agreement will remain unchanged from the incentive fee under the Current Investment Advisory Agreement; however, the Current Advisor has contractually agreed to waive its right to collect the subordinated incentive fee on income for a period of twelve months, ending on December 31, 2018. If and when the Current Advisor ceases to be the investment advisor to the Company and the Joint Advisor becomes the investment advisor to the Company pursuant to the Proposed Investment Advisory Agreement, the Joint Advisor will contractually agree to waive its right to the collect the subordinated incentive fee on income for the remainder of such twelve month period, if any. See “Proposal 3—Terms of the Proposed Investment Advisory Agreement.”

Why am I being asked to approve the Listing Investment Advisory Agreement Amendment Proposal?

In connection with a Listing, the Company is proposing to amend and restate the Proposed Investment Advisory Agreement in order to conform its terms to provisions in the investment advisory agreements of other Listed BDCs.

Will the base management fee and the incentive fee that the Company pays under the Proposed Investment Advisory Agreement change under the Proposed Listing Investment Advisory Agreement?

The base management fee will be 1.75% of the average weekly gross assets of the Company under the Proposed Listing Investment Advisory Agreement, the same as proposed in the Proposed Investment Advisory Agreement.

Under the Current Investment Advisory Agreement and the Proposed Investment Advisory Agreement, the hurdle rate used to calculate the subordinated incentive fee on income is 1.625% per quarter, and thecatch-up feature begins at 2.031% per quarter. Under the Proposed Listing Investment Advisory Agreement, the hurdle rate will increase to 1.75% per quarter, and thecatch-up feature will begin at 2.1875% per quarter. As a result of the increase of the hurdle rate, the payment by the Company of the subordinated incentive fee on income will be triggered at a higher threshold than under the Current Investment Advisory Agreement and the Proposed Investment Advisory Agreement.

Under the Current Investment Advisory Agreement and the Proposed Investment Advisory Agreement, the subordinated incentive fee on income is calculated on the basis of the Company’s adjusted capital. The terms of the Proposed Listing Investment Advisory Agreement will be calculated on the greater of (A) the Company’s net assets at the end of the most recently completed calendar quarter and (B) $9.00 multiplied by the number of common shares of the Company outstanding at the end of the most recently completed calendar quarter (the “Hurdle Amount”). As of September 30, 2017, the Hurdle Amount of approximately $4.0 billion was less than the Company’s quarterly average adjusted capital of approximately $4.3 billion, which would decrease the Company’spre-incentive fee net investment income required to reach the advisercatch-up in the subordinated incentive fee on income. However, under both the Proposed Investment Advisory Agreement and the Proposed Listing Investment Advisory Agreement, the base management fees paid by the Company will be included as a reduction of income in the calculation of the subordinated incentive fee on income, which is consistent with the Current Investment Advisory Agreement.

Additionally, under the Proposed Listing Investment Advisory Agreement, the subordinated incentive fee on income will not be payable except to the extent that 20.0% of the cumulative increase in the net assets resulting from operations over the calendar quarter for which such fees are being calculated and the Lookback Period exceeds the cumulative incentive fees accrued and/or paid under the Proposed Listing Investment Advisory Agreement for the Lookback Period.

For the foregoing purpose, the “cumulative net increase in net assets resulting from operations” is an amount, if positive, equal to the sum of the Company’spre-incentive fee net investment income, realized gains and losses and unrealized appreciation and depreciation for the calendar quarter for which such fees are being calculated and the Lookback Period. The “Lookback Period” shall mean each calendar quarter completed after the effective date of the Proposed Listing Investment Advisory Agreement, and, after the third anniversary of the effective date of the Proposed Listing Investment Advisory Agreement, the twelve preceding calendar quarters.

The cumulative threshold for the incentive fee on capital gains (the “Cumulative Threshold”) will reset in the Proposed Listing Investment Advisory Agreement, with respect to net realized capital gains/losses. As of September 30, 2017, the Company needed approximately $751 million of net realized capital gains in order for the Current Advisor to be eligible to receive the incentive fee on capital gains. As a result of this proposed reset of the Cumulative Threshold, the payment by the Company of the incentive fee on capital gains would be significantly more likely. The Cumulative Threshold for the incentive fee on capital gains also includes net unrealized depreciation of approximately $221 million as of September 30, 2017. That net unrealized depreciation amount will not be reset under the proposal.

For further detail on the incentive fee changes, see “Proposal 4—Revisions to the Proposed Investment Advisory Agreement in the Proposed Listing Investment Advisory Agreement.”

What will happen if the Company’s shareholders approve the Listing Investment Advisory Agreement Amendment Proposal but not the Investment Advisory Agreement Proposal?

If the Investment Advisory Agreement Proposal is not approved, the Listing Investment Advisory Agreement Amendment Proposal will effectively be invalidated and the Proposed Listing Investment Advisory Agreement will not be implemented by the Company.

What will happen if the Company’s shareholders approve the changes to the Listing Investment Advisory Agreement Amendment Proposal but a Listing does not occur?

Even if approved by the Company’s shareholders, the Proposed Listing Investment Advisory Agreement will not be implemented if a Listing does not occur.

What will happen if the Listing Investment Advisory Agreement Amendment Proposal is not approved?

If the shareholders of the Company do not approve the Listing Investment Advisory Agreement Amendment Proposal, then the Board will consider and evaluate its options to determine what alternatives are in the best interest of the Company and its shareholders. If the Investment Advisory Agreement Proposal is approved but the Listing Investment Advisory Agreement Amendment Proposal is not approved, the Company intends to enter into the Proposed Investment Advisory Agreement.

When does the Company expect a Listing to occur?

The Board has not set a definitive time frame for a Listing. If and when market conditions make it desirable to pursue a Listing and it is otherwise in the best interest of the Company and its shareholders, the Board may elect to do so. The Board does not intend to complete a Listing unless and until the Investment Advisory Agreement Proposal is approved by shareholders and the Company and the Joint Advisor have entered into the Proposed Investment Advisory Agreement.

Is shareholder approval required for the Company to pursue a Listing?

No. The Board may elect to cause the Company to pursue a Listing without shareholder approval.

Will the composition of the Board change following entry into the Proposed Investment Advisory Agreement or a Listing?

Upon entry into the Proposed Investment Advisory Agreement, the Current Advisor and EIG have agreed that (i) EIG will be entitled to recommend the appointment of one “interested” trustee to the Board and the Current Advisor will be entitled to recommend the appointment of at least one “interested” trustee to the Board and (ii) upon the occurrence of certain events, EIG and the Current Advisor will be allocated the right to recommend the appointment of an equal number of “interested” trustees to the Board.

The composition of the Board following a Listing is not currently expected to change.

Will the officers change following entry into the Proposed Investment Advisory Agreement or a Listing?

The officers of the Company are not expected to change following entry into the Proposed Investment Advisory Agreement or a Listing.

How does the Board recommend voting on the proposals at the Special Meeting?

The Board recommends that you vote “FOR” each of the proposals to be considered and voted on at the Special Meeting.

What is the “Record Date” and what does it mean?

The record date for the Special Meeting is the close of business on January 18, 2018 (the “Record Date”). The Record Date is established by the Board, and only holders of record of the Company’s common shares of beneficial interest, par value $0.001 per share of the Company (the "Common Shares"“Shares”) received prior to the Annual Meeting will be voted in accordance with the instructions marked thereon.If no instructions are marked, the Common Shares will be voted FOR:

              (i) the proposal to elect each of the trustee nominees named herein to the Board to serve until the 2017 annual meeting of shareholders and until their successor is duly elected and qualified (the "Trustee Proposal"); and

              (ii) the proposal to ratify the appointment of RSM US LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016 (the "Accountant Proposal").

              Any shareholder who has given a proxy has the right to revoke it, at any time prior to its exercise. Any shareholder who executes a proxy may revoke it with respect to any proposal by attending the Annual Meeting and voting his or her Common Shares in person, or by submitting a letter of revocation or a later-dated proxy to the Company at the above address prior to the date of the Annual Meeting.

Quorum

              Shareholders of the Company are entitled to one vote for each Common Share held. Under the Company's Amended and Restated Bylaws, one third of the number of Common Shares entitled to be cast, present in person or by proxy, constitutes a quorum for the transaction of business. Abstentions will be treated as Common Shares that are present for purposes of determining the presence of a quorum for transacting business at the Annual Meeting. Common Shares for which brokers have not received voting instructions from the beneficial owner of the Common Shares and do not have, or choose not to exercise, discretionary authority to vote the Common Shares on certain proposals (which are considered "broker non-votes" with respect to such proposals) also will be treated as Common Shares present for quorum purposes.

Adjournments

              In the event that a quorum is not present at the Annual Meeting, the chairman of the Annual Meeting or the shareholders entitled to vote at the Annual Meeting, present in person or by proxy, shall have the power to adjourn the Annual Meeting from time to time to a date not more than 120 days after the original record date without notice other than the announcement at the Annual Meeting to permit further solicitation of proxies. The persons named as proxies will vote those proxies for such adjournment,

voting your Shares in person, or by submitting a letter of revocation or a later-dated proxy to the Company at the following address prior to the date of the CompanySpecial Meeting: FS Energy and Power Fund, 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112, Attention: Stephen S. Sypherd, Secretary.

If my Shares are held in a broker-controlled account by my broker, will my broker vote my Shares for me?

No. You should follow the instructions provided by your broker on your voting instruction form. It is important to note that your broker will vote your Shares only if you provide instructions on how you would like your Shares to be voted at the Special Meeting.

What constitutes a “quorum”?

Under the Company’s Existing Declaration of Trust and Second Amended and Restated Bylaws,one-third of the number of Shares entitled to one vote for each Common Share held.

              When votingbe cast, present in person or by proxy, and mailing your proxy card, you are required to:

•

indicate your instructions on the proxy card;



•

date and sign the proxy card;



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mail the proxy card promptly in the envelope provided, which requires no postage if mailed in the United States; and



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allow sufficient timeconstitutes a quorum for the proxy cardtransaction of business.

Abstentions will be treated as Shares that are present for purposes of determining the presence of a quorum for transacting business at the Special Meeting.

If a beneficial owner does not instruct its broker, bank or other institution or nominee holding its Shares on its behalf with respect to be received on or before 2:00 p.m., Eastern Time, on June 23, 2016.

The Company has enclosed a copyany of the proposals included in this proxy statement, the proxy card andShares will not be treated as present for purposes of determining the Company's annual reportpresence of a quorum for transacting business at the Special Meeting. If a beneficial owner instructs its broker, bank or other institution or nominee holding its Shares on its behalf with respect to shareholders forany or all of the year ended December 31, 2015 (the "Annual Report"). Thisproposals included in this proxy statement, the proxy cardShares will be treated as present for purposes of determining the presence of a quorum for transacting business at the Special Meeting.

In the event that a quorum is not present at the Special Meeting, the chairman of the Special Meeting shall have the power to adjourn the Special Meeting from time to time to a date not more than 120 days after the Record Date originally fixed for the Special Meeting without notice, other than the announcement at the Special Meeting, to permit further solicitation of proxies. Any business that might have been transacted at the Special Meeting originally called may be transacted at any such adjourned session(s) at which a quorum is present.

If it appears that there are not enough votes to approve any proposal at the Special Meeting, the chairman of the Special Meeting may adjourn the Special Meeting from time to time to a date not more than 120 days after the Record Date originally fixed for the Special Meeting without notice, other than announcement at the Special Meeting, to permit further solicitation of proxies.

If sufficient votes in favor of one or more proposals have been received by the time of the Special Meeting, such proposals will be acted upon and such actions will be final, regardless of any subsequent adjournment to consider other proposals.

What vote is required to approve each item?

Approval of Listing Amendment Proposal 1 and Listing Amendment Proposal 2. The affirmative vote by the holders of Shares entitled to casttwo-thirds of all the votes entitled to be cast as of the Record Date is necessary for approval of each of Listing Amendment Proposal 1 and Listing Amendment Proposal 2. Abstentions and brokernon-votes will not count as affirmative votes cast and will therefore have the same effect as votes against each of Listing Amendment Proposal 1 and Listing Amendment Proposal 2. A “brokernon-vote” with respect to a matter occurs when a broker, bank or other institution or nominee holding shares on behalf of a beneficial owner and present (in person or by proxy) at a meeting for purposes of voting on a routine proposal has not received voting instructions from the beneficial owner of the shares on a particular proposal and does not

have, or chooses not to exercise, discretionary authority to vote the shares on such proposal. The Company does not expect any brokernon-votes at the Special Meeting, as there are no routine proposals to be considered by shareholders at the Special Meeting.Approval of Listing Amendment Proposal 1 and Listing Amendment Proposal 2 are not contingent upon approval of each other. Even if approved by the Company’s shareholders, Listing Amendment Proposal 1 and Listing Amendment Proposal 2 will not be implemented unless and until a Listing occurs, but the Company expects that such approval by the Company’s shareholders of Listing Amendment Proposal 1 and/or Listing Amendment Proposal 2 will remain valid indefinitely.

Approval of Investment Advisory Agreement Proposal and Listing Investment Advisory Agreement Amendment Proposal. The affirmative vote by the shareholders of the Company holding a majority of the Company’s outstanding voting securities entitled to vote on such matters is necessary for approval of the Investment Advisory Agreement Proposal and the Annual ReportListing Investment Advisory Agreement Amendment Proposal. For purposes of the Investment Advisory Agreement Proposal and the Listing Investment Advisory Agreement Amendment Proposal, the 1940 Act defines “a majority of outstanding voting securities” of a company as the lesser of: (1) 67% or more of the voting securities present at the Special Meeting, if the holders of more than 50% of the outstanding voting securities of the company are also available onpresent at the Company's websiteSpecial Meeting or represented by proxy; or (2) more than 50% of the outstanding voting securities of the company. Abstentions and brokernon-votes will not count as affirmative votes cast and will therefore have the same effect as votes against the Investment Advisory Agreement Proposal and the Listing Investment Advisory Agreement Amendment Proposal. The Company does not expect any brokernon-votes atwww.franklinsquare.com. If you plan on attending the AnnualSpecial Meeting, and voting your Common Shares in person, you will need to bring photo identification in orderas there are no routine proposals to be admitted toconsidered by shareholders at the AnnualSpecial Meeting. To obtain directions toEven if approved by the Annual Meeting, please callCompany’s shareholders, the Listing Investment Advisory Agreement Amendment Proposal will not be implemented unless and until a Listing occurs, but the Company expects that such approval by the Company’s shareholders of the Listing Investment Advisory Agreement Amendment Proposal will remain valid indefinitely.

How will the final voting results be announced?

Preliminary voting results will be announced at (877) 628-8575.the Special Meeting. Final voting results will be published in a current report on Form8-K within four business days after the date of the Special Meeting.

Other Information Regarding This SolicitationWill you incur expenses in soliciting proxies?

The CompanyCurrent Advisor and EIG, as participants in the solicitation of the approvals sought pursuant to this proxy statement, will bear the expense of the solicitation of proxies for the AnnualSpecial Meeting, including the cost of preparing, printing and mailing this proxy statement, the accompanying Notice of AnnualSpecial Meeting of Shareholders and the proxy card andcard. The Current Advisor has retained Broadridge Investor Communication Solutions, Inc. to assist in the Annual Report. solicitation of proxies for an estimated fee of approximately $395,000, plusout-of-pocket expenses.

The Company has requested that brokers, nominees, fiduciaries and other persons holding Common Shares in their names, or in the name of their nominees, which are beneficially owned by others, forward the proxy materials to, and obtain proxies from, such beneficial owners. The CompanyCurrent Advisor and EIG will reimburse such persons for their reasonable expenses in so doing.

In addition to the solicitation of proxies by mail, proxies may be solicited in person and by telephone or facsimile transmission by trustees, officers or regular employees of the Company and its affiliates (without special compensation therefor). The, as applicable.

Are the proxy materials available electronically?

In accordance with regulations promulgated by the SEC, the Company has also retained Broadridge Investor Communication Solutions, Inc. to assist in the solicitation of proxies for an estimated fee of approximately $10,000, plus out-of-pocket expenses. Any proxy given pursuant to this solicitation may be revoked by notice from the person giving the proxy at any time before it is exercised. Any such notice of revocation should be provided in writing and signed by the shareholder in the same manner as the proxy being revoked and delivered to the Company's proxy tabulator.

Security Ownership of Management and Certain Beneficial Owners

              The following table sets forth, as of the Record Date, the beneficial ownership of the nominees for trustee, the Company's executive officers, each person known to the Company to beneficially own 5% or more of the outstanding Common Shares, and all of the Company's executive officers and trustees as a group.

Shareholders may (i) access and review the Company’s proxy materials, (ii) authorize their proxies, as described in “How do I Vote,” and/or (iii) elect to receive future proxy materials by electronic delivery, via the Internet address provided below.

This proxy statement, the Notice of Special Meeting of Shareholders and the proxy card are available at www.proxyvote.com.

Pursuant to the rules adopted by the SEC, the Company furnishes proxy materials by email to those shareholders who have elected to receive their proxy materials electronically. While the Company encourages shareholders to take advantage of electronic delivery of proxy materials, which helps to reduce the environmental impact of special meetings and the cost associated with the physical printing and mailing of materials, shareholders who have elected to receive proxy materials electronically by email, as well as beneficial owners of Shares held by a broker or custodian, may request a printed set of proxy materials.

What does it mean if I receive more than one proxy card?

Some of your Shares may be registered differently or held in a different account. You should authorize a proxy to vote the Shares in each of your accounts by mail, by telephone or via the Internet. If you mail proxy cards, please sign, date and return each proxy card to guarantee that all of your Shares are voted. If you hold your Shares in registered form and wish to combine your shareholder accounts in the future, you should call us at (877)628-8575. Combining accounts reduces excess printing and mailing costs, resulting in cost savings to us that benefit you as a shareholder.

Will my vote make a difference?

Yes. Your vote is needed to ensure the proposals can be acted upon. Your vote is very important. Your immediate response will help avoid potential delays and may save significant additional expenses associated with soliciting shareholder votes.

FORWARD-LOOKING STATEMENTS

This proxy statement may contain certain “forward-looking” statements as that term "Fund Complex" is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, including statements with regard to future events or the future performance or financial condition of the Company. The forward-looking statements contained in this proxy statement may include statements as to:

In addition, words such as “anticipate,” “believe,” “expect” and “intend” indicate a forward-looking statement, although not formally commenced investment operations.all forward-looking statements include these words. The forward-looking statements contained in this proxy statement involve risks and uncertainties. The Company’s actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Item 1A. Risk Factors” of the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2016. Other factors that could cause actual results to differ materially include:

The Company has based the forward-looking statements included in this proxy statement on information available to the Company as of the date of this proxy statement. Except as required by the federal securities laws, the Company undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise. Shareholders are advised to consult any additional disclosures that the Company may make directly to shareholders or through reports that the Company may file in the future with the SEC, including annual reports on Form10-K, quarterly reports on Form10-Q and current reports onForm 8-K.

PROPOSAL 1: APPROVAL OF LISTING AMENDMENT PROPOSAL 1—REMOVAL OF CERTAIN REFERENCES TO NASAA GUIDELINES IN SECTION 4.6 OF THE EXISTING DECLARATION OF TRUST

Background

On November 29, 2017, the Board considered certain matters in connection with a potential Listing, which, if completed, would provide liquidity to the Company’s shareholders. The Board may determine the time at which a Listing will take place, taking into consideration market conditions and other factors. In light of the potential for a Listing, the Company is proposing to amend and restate the Existing Declaration of Trust in order to conform it more closely to the charters of most other Listed BDCs.

While the Board has not set a definitive time frame for a Listing, the Company believes that seeking approval of these changes to the Existing Declaration of Trust, which will only go into effect if and immediately prior to a Listing, will avoid the cost and time delay of another shareholder vote prior to a Listing. Moreover, any market changes resulting during the delay associated with seeking another shareholder vote could adversely affect the Company’s ability to list the Shares at an optimal time.

Listing Amendment Proposal 1 to amend and restate the Existing Declaration of Trust will remove the limitations imposed by the NASAA Guidelines because they could impose an unnecessary administrative burden and expense on the Company, will no longer be required provided a Listing occurs, and could put the Company at a competitive disadvantage relative to its listed competitors whose charters do not contain these restrictions. The Board has approved the removal of most of the NASAA Guidelines language from the Existing Declaration of Trust, may remove the majority of such language without a shareholder vote, and intends to remove such language in connection with and conditioned upon a Listing. However, shareholders of the Company must consent to the removal of the NASAA Guidelines language from Section 4.6 of the Existing Declaration of Trust. The Company is proposing below to amend and restate the Existing Declaration of Trust in order to conform Section 4.6 of the Existing Declaration of Trust more closely to the charters of most other Listed BDCs.

The affirmative vote by the holders of Shares entitled to casttwo-thirds of all the votes entitled to be cast as of the Record Date is necessary for approval of Listing Amendment Proposal 1.

Principal Change

The following discussion summarizes the principal change the Company is asking its shareholders to approve in connection with Listing Amendment Proposal 1. This summary description is qualified by reference to the more complete information contained in the Fourth Declaration of Trust, a copy of which is attached asExhibit A to this proxy statement. If approved by shareholders at the Special Meeting, the amendment described in Listing Amendment Proposal 1 and reflected in the Fourth Declaration of Trust will be effected by the Board’s execution of the Fourth Declaration of Trust, and will become effective upon such execution. Even if Listing Amendment Proposal 1 or Listing Amendment Proposal 2 are not approved by shareholders, the Company plans to amend the Existing Declaration of Trust as otherwise proposed inExhibit A immediately prior to and only in connection with a Listing.Even if approved by the Company’s shareholders, Listing Amendment Proposal 1 will not be implemented unless and until a Listing occurs,but the Company expects that such approval by the Company’s shareholders of Listing Amendment Proposal 1 will remain valid indefinitely.

A copy of the proposed Fourth Declaration of Trust is attached asExhibit A to this proxy statement and is marked to show the changes made to the Existing Declaration of Trust. The Fourth Declaration of Trust reflects the modifications proposed to be made by Listing Amendment Proposal 1 and Listing Amendment Proposal 2 and certain other changes to the Existing Declaration of Trust the Board approved which will become effective upon a Listing.

Conflicts Between NASAA Guidelines and Delaware Law

The Existing Declaration of Trust currently provides that at leasttwo-thirds of all the votes entitled to be cast on the matter is necessary to, among other things, approve any amendments to Section 4.6 (relating to

determinations by the Board) of the Existing Declaration of Trust. Section 4.6 of the Existing Declaration of Trust currently provides that the determination as to any conflict between Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801, et seq. (the “Statutory Trust Act”), the Delaware General Corporation Law (“DGCL”) and the provisions of the NASAA Guidelines made in good faith by or pursuant to the direction of the Board consistent with the Existing Declaration of Trust shall be final and conclusive and shall be binding upon the Company and its shareholders. Upon a Listing, the Company will no longer be required to comply with the NASAA Guidelines, and therefore the Company proposes to delete the references in Section 4.6 to the NASAA Guidelines to conform the Existing Declaration of Trust more closely to the charters of other Listed BDCs.

Summary of Specific Changes

Listed below, in summary form, are the specific changes that will be made to the Existing Declaration of Trust pursuant to Listing Amendment Proposal 1 if Listing Amendment Proposal 1 is approved by shareholders at the Special Meeting and a Listing occurs. The below summary does not identify certain immaterial changes to the Fourth Declaration of Trust, changes that were approved by the Board and do not require a shareholder vote, or changes described as part of Listing Amendment Proposal 2. Please see the marked version of the Fourth Declaration of Trust attached asExhibit A, which reflects all the proposed changes to the Existing Declaration of Trust.

Vote Required

The affirmative vote by the holders of Shares entitled to casttwo-thirds of all the votes entitled to be cast as of the Record Date is necessary for approval of Listing Amendment Proposal 1. You may vote for or against or abstain on Listing Amendment Proposal 1. Abstentions and brokernon-votes will have the same effect as votes against Listing Amendment Proposal 1. Proxies received will be voted “FOR” the approval of Listing Amendment Proposal 1 unless shareholders designate otherwise.Approval of Listing Amendment Proposal 1 is not contingent upon approval of Listing Amendment Proposal 2.

Requirements for Implementation of Listing Amendment Proposal 1

The implementation of Listing Amendment Proposal 1 requires:

Appraisal Rights

Under Delaware law and the Existing Declaration of Trust, you will not be entitled to rights of appraisal with respect to Listing Amendment Proposal 1. Accordingly, to the extent that you object to Listing Amendment Proposal 1, you will not have the right to have a court judicially determine (and you will not receive) the fair value for your Shares under the provisions of Delaware law governing appraisal rights.

THE BOARD RECOMMENDS A VOTE

“FOR” LISTING AMENDMENT PROPOSAL 1.

PROPOSAL 2: APPROVAL OF LISTING AMENDMENT PROPOSAL 2—REQUIREMENTS FOR APPROVAL OF CERTAIN AMENDMENTS TO THE EXISTING DECLARATION OF TRUST

Background

As discussed further above, in light of the Company’s potential Listing, the Company is proposing to amend and restate the Existing Declaration of Trust in order to conform it more closely to the charters of most other Listed BDCs. In addition to amending and restating the Existing Declaration of Trust in order to reflect the changes described in Listing Amendment Proposal 1, the Company is proposing to further amend the Existing Declaration of Trust in order to conform Section 6.2 of the Existing Declaration of Trust more closely to the charters of most other Listed BDCs.

The affirmative vote by the holders of Shares entitled to casttwo-thirds of all the votes entitled to be cast as of the Record Date is necessary for approval of Listing Amendment Proposal 2.

Principal Change

The following discussion summarizes the principal change the Company is asking its shareholders to approve in connection with Listing Amendment Proposal 2. This summary description is qualified by reference to the more complete information contained in the Fourth Declaration of Trust, a copy of which is attached asExhibit A to this proxy statement. If approved by shareholders at the Special Meeting, the amendment described in Listing Amendment Proposal 2 and reflected in the Fourth Declaration of Trust will be effected by the Board’s execution of the Fourth Declaration of Trust, and will become effective upon such execution. Even if Listing Amendment Proposal 1 or Listing Amendment Proposal 2 are not approved by shareholders, the Company plans to amend the Existing Declaration of Trust as otherwise proposed inExhibit A immediately prior to and only in connection with a Listing.Even if approved by the Company’s shareholders, Listing Amendment Proposal 2 will not be implemented unless and until a Listing occurs,but the Company expects that such approval by the Company’s shareholders of Listing Amendment Proposal 2 will remain valid indefinitely.

A copy of the proposed Fourth Declaration of Trust is attached asExhibit A to this proxy statement and is marked to show the changes made to the Existing Declaration of Trust. The Fourth Declaration of Trust reflects the modifications proposed to be made by Listing Amendment Proposal 1 and Listing Amendment Proposal 2 and certain other changes to the Existing Declaration of Trust the Board approved which will become effective upon a Listing.

Provisions Regarding Amendments to Certain Provisions of the Declaration of Trust

The Existing Declaration of Trust currently provides thattwo-thirds of all the votes entitled to be cast on the matter is necessary to, among other things, approve certain amendments to Article VI (relating to amendments of the Existing Declaration of Trust) and Article IV (relating to extraordinary actions and determinations by the Board).

The Fourth Declaration of Trust revises Section 6.2 to increase the vote required to effect the changes described in such Section 6.2 to 80% of all the votes entitled to be cast on the matter; provided that if any such change or action is first approved bytwo-thirds of the existing trustees (together with trustees approved by a majority of the existing trustees), then it will require approval only by a majority of votes entitled to be cast.

In addition, the Fourth Declaration of Trust revises Section 6.2 to require such increased shareholder vote (i.e., 80% of all the votes entitled to be cast on the matter) to effect the liquidation or dissolution of the Company, any amendment to the Declaration of Trust to effect any such liquidation or dissolution and any amendment to Section 4.1 (relating to the number, term and election of trustees) or new Section 4.7 (relating to the removal of trustees).

As more fully discussed above, the Board, considering a proposed Listing and the related increased hostile takeover risks, believes the revisions to this provision are appropriate and will conform the Existing Declaration

of Trust more closely to charters of other Listed BDCs. Further, the proposed revisions to Section 6.2 of the Existing Declaration of Trust, while protecting against hostile takeover actions, will allow the Company to take one of the specific actions described in such Section 6.2 iftwo-thirds of the Board believes such action is in the best interest of the Company and a majority of the shareholders have voted in favor of such action.

Summary of Specific Changes

Listed below, in summary form, are the specific changes that will be made to the Existing Declaration of Trust pursuant to Listing Amendment Proposal 2 if Listing Amendment Proposal 2 is approved by shareholders at the Special Meeting and a Listing occurs. The below summary does not identify certain immaterial changes to the Existing Declaration of Trust, changes that were approved by the Board and do not require a shareholder vote, or changes described as part of Listing Amendment Proposal 1. Please see the marked version of the Fourth Declaration of Trust attached asExhibit A, which reflects all the proposed changes to the Existing Declaration of Trust.

Vote Required

The affirmative vote by the holders of Shares entitled to casttwo-thirds of all the votes entitled to be cast as of the Record Date is necessary for approval of Listing Amendment Proposal 2. You may vote for or against or abstain on Listing Amendment Proposal 2. Abstentions and brokernon-votes will have the same effect as votes against Listing Amendment Proposal 2. Proxies received will be voted “FOR” the approval of Listing Amendment Proposal 2 unless shareholders designate otherwise.Approval of Listing Amendment Proposal 2 is not contingent upon approval of Listing Amendment Proposal 1.

Requirements for Implementation of Listing Amendment Proposal 2

The implementation of Listing Amendment Proposal 2 requires:

Appraisal Rights

Under Delaware law and the Existing Declaration of Trust, you will not be entitled to rights of appraisal with respect to Listing Amendment Proposal 2. Accordingly, to the extent that you object to Listing Amendment Proposal 2, you will not have the right to have a court judicially determine (and you will not receive) the fair value for your Shares under the provisions of Delaware law governing appraisal rights.

THE BOARD RECOMMENDS A VOTE

“FOR” LISTING AMENDMENT PROPOSAL 2.

PROPOSAL 3: APPROVAL OF INVESTMENT ADVISORY AGREEMENT PROPOSAL

Background

The Company currently receives investment advisory and administrative services from the Current Advisor pursuant to the Current Investment Advisory Agreement. GSO acts as the Company’s investmentsub-adviser pursuant to the InvestmentSub-Advisory Agreement. As the Company announced on December 11, 2017, GSO intends to resign as the investmentsub-adviser to the Company on the GSO Resignation Date, prior to the Company’s entry into the Proposed Investment Advisory Agreement. In order to transition the Company’s advisory services, the Current Advisor, GSO and certain of their affiliates have entered into the Transition Agreement, which provides that GSO will continue to act as the investment sub-adviser to the Company through the GSO Resignation Date and will cooperate with the Current Advisor in implementing the transition of investment advisory services from GSO for the Company and several other business development companies. GSO has also agreed to restrictions on its ability to acquire the Shares and take certain other actions in respect of the Company. In addition, GSO has agreed (i) to vote the Shares beneficially owned by GSO, or over which GSO has voting control, in favor of the Investment Advisory Agreement Proposal and the Listing Investment Advisory Agreement Amendment Proposal and (ii) not to transfer the Shares beneficially owned by GSO until after the approval of the Investment Advisory Agreement Proposal and the Listing Investment Advisory Agreement Amendment Proposal. GSO will continue to receive fees under the Investment Sub-Advisory Agreement through the GSO Resignation Date. GSO will also receive an additional $582.5 million from FS Investments or one of its affiliates (but not, for the avoidance of doubt, the Company) as consideration for entering into the Transition Agreement and agreeing to certain obligations thereunder.

The Company desires to have EIG Advisers, along with the Current Advisor, jointly provide management, investment advisory and administrative services to the Company and accordingly, the Current Advisor has agreed to, among other things, form the Joint Advisor, which is a newly-formed adviser that will be jointly owned by the Current Advisor and EIG. EIG is a registered investment adviser that is one of the leading providers of institutional capital to the global energy industry. The Company desires to enter into the Proposed Investment Advisory Agreement with the Joint Advisor pursuant to which the Joint Advisor would provide certain advisory, administrative and/or investment sourcing services to the Company.

To effectuate this plan, the Company is seeking, as required by the 1940 Act, shareholder approval to enter into the Proposed Investment Advisory Agreement, which would replace the Current Investment Advisory Agreement and the InvestmentSub-Advisory Agreement as described herein. If shareholders approve the Investment Advisory Agreement Proposal, the Joint Advisor would serve as investment adviser to the Company and provide investment advisory services comparable to those provided under the Current Investment Advisory Agreement.

The Board, including a majority of the Independent Trustees, approved the Proposed Investment Advisory Agreement, and has deemed entry into such agreement to be in the best interest of the Company and its shareholders, as described in the sections entitled “Board Consideration” and “Factors Considered by the Board” in this Proposal 3.

Subject to the satisfaction of the conditions described below, the Proposed Investment Advisory Agreement will become effective upon the (i) approval by shareholders of the Investment Advisory Agreement Proposal and (ii) earlier to occur of (a) 60 days after approval by shareholders of the Investment Advisory Agreement Proposal and (b) receipt of the Exemptive Relief from the SEC. The Company and the Current Advisor have agreed to terminate the Current Investment Advisory Agreement effective upon the effectiveness of the Proposed Investment Advisory Agreement. The formation of the Joint Advisor and the entry into the Proposed Investment Advisory Agreement are subject to the following conditions: (i) the Company’s base management fee has not been reduced below an annual rate of 1.75% of average weekly gross assets; (ii) the hurdle rate associated with the Company’s subordinated incentive fee on income has not been increased above 7.0%; (iii) the ordinary cash

distributions payable to shareholders of record of the Company on a monthly basis have been reduced to $0.04166666 per share ($0.50 per share annualized) or less; and (iv) the Current Advisor and EIG Advisers have entered into a tax receivable agreement substantially in the form previously agreed to between such parties, unless, in the case of clauses (i), (ii) and (iii), approved by EIG Advisers in writing. The Company and the Current Advisor have agreed to terminate the Current Investment Advisory Agreement immediately prior to the Company’s entry into the Proposed Investment Advisory Agreement with the Joint Advisor.

If the shareholders of the Company do not approve the Investment Advisory Agreement Proposal, then the Board will consider and evaluate its options to determine what alternatives are in the best interest of the Company and its shareholders, such as resubmitting the Investment Advisory Agreement Proposal for approval by the shareholders of the Company. GSO will resign as the Company’s investment sub-adviser effective as of the GSO Resignation Date regardless of whether the Investment Advisory Agreement Proposal is approved, and the Company would continue to receive its investment advisory services from the Current Advisor pursuant to the Current Investment Advisory Agreement. If requested by the Current Advisor at least 30 days prior to the GSO Resignation Date, GSO will execute a consulting agreement to provide limited services to the Company until no later than June 30, 2018. In addition, the Current Advisor and EIG have entered into the Master Agreement. Also, EIG Broker has entered into the Origination Agreement and the Servicing Agreement with the Current Advisor, pursuant to which, among other things, EIG Broker will, respectively, bring potential investment opportunities to the attention of the Current Advisor and provide administrative assistance to the Current Advisor with respect to Company investments. The Origination Agreement and the Servicing Agreement will terminate on the effective date of the Proposed Investment Advisory Agreement.

Concurrently with seeking shareholder approval of the Proposed Investment Advisory Agreement, EIG is seeking the Exemptive Relief from the SEC that would permit the Company toco-invest in privately negotiated investment transactions with the Other EIG Accounts. The Current Advisor and EIG will use their reasonable best efforts to obtain the Exemptive Relief. The Current Advisor and EIG will work together to develop guidelines for allocating potentialco-investment transactions among the Company and the Other EIG Accounts that are subject to the Exemptive Relief. EIG filed an application for the Exemptive Relief with the SEC on November 30, 2017 (the “Exemptive Filing Date”).

Prior to receiving the Exemptive Relief and consistent with the Company’s obligations under the various agreements in place with existing portfolio companies of the Company, the Company will have a right of first refusal on any investment that would constitute afollow-on investment under the terms of the Company’s and the Current Advisor’s existingco-investment relief order (other than (i) originated investments that were portfolio companies of both the Company and an Other EIG Account as of the date the Master Agreement was executed or (ii) investments in which any of the Other EIG Accounts were expected to invest). Prior to receiving the Exemptive Relief, the Company will also have a right of first refusal on any investment originated by EIG that does not meet the investment objectives and strategies of, or is otherwise not being considered for, any of the Other EIG Accounts.

If Exemptive Relief is granted by the SEC, the Company would be permitted to co-invest in privately negotiated investment transactions with the Other EIG Accounts, and the Company will no longer have the rights of first refusal described in the paragraph above.

There can be no assurance that the SEC will act expeditiously on the application or grant the requested Exemptive Relief. If the Exemptive Relief has not been received on or prior to the second anniversary of the Exemptive Filing Date, the Current Advisor may, in the five-business day period immediately following such second anniversary, elect to purchase all (but not less than all) of EIG’s interest in the Joint Advisor.

About the Current Advisor

The Current Advisor is a Delaware limited liability company, located at 201 Rouse Boulevard, Philadelphia, PA 19112, registered as an investment adviser with the SEC under the Advisers Act of 1940, as amended (the

“Advisers Act”). The Current Advisor is a subsidiary of the Company’s affiliate, Franklin Square Holdings, L.P. (“FS Investments”), a leading asset manager dedicated to helping individuals, financial professionals and institutions design better portfolios. The Current Advisor is led by substantially the same personnel as the senior management teams of the investment advisers to certain other business development companies (“BDCs”), open andclosed-end management investment companies and a real estate investment trust sponsored by FS Investments (the “FSNon-BDC Funds” and together with the BDCs sponsored by FS Investments, the “Fund Complex”).

Fees Paid in the Most Recent Fiscal Year.During the year ended December 31, 2017, the Company paid an aggregate of approximately $98.5 million in management and incentive fees to the Current Advisor pursuant to the Current Investment Advisory Agreement, approximately $3.9 million in administrative services expenses to the Current Advisor pursuant to the existing administration agreement between the Company and the Current Advisor, and approximately $2.9 million in expense recoupments to the Current Advisor pursuant to an expense reimbursement agreement. Because the management and incentive fees under the Current Investment Advisory Agreement are calculated and payable in arrears on either a quarterly or annual basis, as applicable, the aggregate amount paid to the Current Advisor by the Company during the year ended December 31, 2017 in respect of such fees is inclusive of the amounts accrued and payable to the Current Advisor as of December 31, 2016 and for the nine months ended September 30, 2017, but otherwise excludes amounts accrued and payable to the Current Advisor as of December 31, 2017. Other than the foregoing fees and expenses, no other material payments were made by the Company to the Current Advisor or any affiliated person of the Current Advisor in 2017.

About FS/EIG Advisor, LLC

The Joint Advisor will be a newly-formed Delaware limited liability company, located at 201 Rouse Boulevard, Philadelphia, PA 19112. Prior to the effectiveness of the Proposed Investment Advisory Agreement, the Joint Advisor will register as an investment adviser with the SEC under the Advisers Act. The Joint Advisor will be formed by the Current Advisor to serve as the Company’s investment adviser.

The Company’s chairman, president and chief executive officer, Michael C. Forman, will serve as the Joint Advisor’s chairman and chief executive officer. William C. Sonneborn, the President of EIG Partners, will serve as the Joint Advisor’s president.

The Joint Advisor’s senior management team has significant experience in private energy lending and private equity energy investing, and has developed an expertise in using all levels of a firm’s capital structure to produce income-generating investments, while focusing on risk management. The team also has extensive knowledge of the managerial, operational and regulatory requirements of publicly registered alternative asset entities, such as BDCs. The Company believes that the active and ongoing participation by FS Investments, EIG and their respective affiliates in the energy credit markets, and the depth of experience and disciplined investment approach of the Joint Advisor’s management team, will allow the Joint Advisor to successfully execute the Company’s investment strategies.

All investment decisions will require the unanimous approval of the Joint Advisor’s investment committee, which will initially be comprised of Michael Kelly, Brian Gerson, Sean Coleman, R. Blair Thomas, William C. Sonneborn and Randall S. Wade. The Board, including a majority of the Independent Trustees, will oversee and monitor the Company’s operations and performance, including the performance of the Joint Advisor, and will review and consider whether to periodically renew the Proposed Investment Advisory Agreement as required by the 1940 Act, considering, among other things, whether the fees payable under such agreement are reasonable in light of the services provided.

About FS Investments

FS Investments is a leading asset manager dedicated to helping individuals, financial professionals and institutions design better portfolios. The firm provides access to alternative sources of income and growth and focuses on setting the industry standards for investor education and transparency.

FS Investments is headquartered in Philadelphia with offices in Orlando, FL and Washington, D.C. The firm had more than $20 billion in assets under management as of September 30, 2017.

About EIG

EIG is a Delaware limited liability company, located at 1700 Pennsylvania Avenue NW, Suite 800, Washington DC 20006, registered as an investment adviser with the SEC under the Advisers Act. EIG is an indirect subsidiary of EIG Partners, an investment firm with substantial experience in private investments in energy and energy-related infrastructure projects on a global basis, which oversaw approximately $17.0 billion in assets under management as of September 30, 2017. During its35-year history, EIG Partners has committed more than $24.3 billion in the energy sector through 321 portfolio investments in 36 countries on six continents.

EIG Advisers invests across the capital structure of energy, resource and related infrastructure companies, providing hybrid debt and structured equity, typically in connection with projects sponsored by large companies. EIG Advisers typically seeks to commit a minimum of $100 million to a project or company and has the capacity to commit $1 billion or more to a single transaction.

EIG Advisers prides itself on being a niche investor with a singular focus on energy and energy-related infrastructure with the experience andin-house technical expertise to invest across the entire capital structure and throughout the energy value chain on a global basis. EIG Advisers’ investors include many of the leading pension plans, insurance companies, endowments, foundations and sovereign wealth funds in the United States, Asia and Europe. EIG Advisers has offices and professionals in Washington, DC, Houston, Hong Kong, London, Sydney, Seoul and Rio de Janeiro. EIG Advisers has been an active investor in the energy market on a continuous basis since 1982.

EIG Advisers operates as a single investment team and all of its senior professionals have capital committed to its funds. Its senior team has over 440 years of investing experience primarily focused on energy and related infrastructure.

The Current Advisor and EIG Advisers believe that the experience, technical expertise, depth and continuity of EIG Advisers’ team are key differentiators for EIG Advisers relative to its competitors. The Current Advisor and EIG Advisers believe that EIG Advisers’ substantialin-house technical expertise and recognized brand name in the energy and infrastructure industry provide a competitive advantage in sourcing, analyzing and executing energy, resource and related infrastructure projects, as EIG Advisers is typically able to make independent evaluations of investment opportunities without significant reliance on third-party consultants.

Management of the Joint Advisor

The management of the Company’s investment portfolio will be the responsibility of the Joint Advisor and its investment committee, which will initially be comprised of Michael Kelly, Brian Gerson, Sean Coleman, R. Blair Thomas, William C. Sonneborn and Randall S. Wade. A team of investment professionals consisting of personnel from FS Investments and EIG Advisers will perform services to the Company on behalf of the Joint Advisor. Below is biographical information relating to certain key personnel involved in rendering such services:

Michael Kelly serves as president and chief investment officer of FS Investments and has presided in such role since July 2017. Mr. Kelly also serves as chief investment officer of FS Investments as a member of FS Investments’ executive committee and serves on the investment committees of the investment advisers to certain of FS Investments’ sponsored investment products and has presided in such roles since January 2015. Among other things, Mr. Kelly oversees the investment management function of FS Investments and its affiliated investment advisers. Before joining FS Investments and its affiliated investment advisers, Mr. Kelly was CEO of ORIX USA Asset Management, where he led the company’s acquisition of Robeco, a $250 billion global asset management company and the largest acquisition in ORIX’s50-year history. Mr. Kelly started his career on Wall

Street at Salomon Brothers and went on to join hedge fund pioneers Omega Advisors and Tiger Management. He then helped build and lead the hedge fund firm FrontPoint Partners, where he first served as Chief Investment Officer and eventuallyCo-CEO.

Mr. Kelly is a graduate of Cornell University and earned his M.B.A. at Stanford University. Mr. Kelly is aco-founder and board member of the Spotlight Foundation, and serves as a trustee of the Tiger Foundation and the Stanford Business School Trust.

Brian Gerson joined FS Investments in November 2017 as its Head of Private Credit and has more than 20 years of experience in credit investing and corporate lending, with specific expertise in lending through BDCs. Prior to joining FS Investments, he most recently served as Group Head and Managing Director at LStar Capital, the credit affiliate of Lone Star Funds, from April 2015 to November 2017. At LStar, Mr. Gerson developed and maintained deep relationships with the financial sponsor community and middle market intermediaries while significantly expanding LStar’s corporate credit business. Prior to joining LStar, Mr. Gerson was a founding member of Solar Capital Partners, which serves as investment adviser to two yield-oriented BDCs. At Solar Capital, he spent seven years from January 2007 to September 2014 in various credit, origination, management, and business development roles, most recently serving as Executive Vice President of Solar Capital Limited. Prior to joining Solar Capital, Mr. Gerson spent 12 years in various positions, including Managing Director at CIBC World Markets in its Leveraged Finance and Financial Sponsors Group. Mr. Gerson graduated summa cum laude and Phi Beta Kappa from Tufts University where he earned a Bachelor of Arts in Mathematics.

Sean Coleman has served as a managing director of FS Investment Corporation since 2014. Mr. Coleman also serves as the chief credit officer of FS Investments and as a managing director of its affiliated investment advisers. Mr. Coleman also serves on the investment committees of the investment advisers to certain of FS Investments’ sponsored investment products.

Before joining FS Investments and its affiliated investment advisers in October 2013, Mr. Coleman worked at Golub Capital, where he served in various capacities, including as a managing director in the direct lending group and as chief financial officer and treasurer of its BDC. Before he joined Golub Capital in September 2005, Mr. Coleman worked in merchant and investment banking, including at Goldman, Sachs & Co. and Wasserstein Perella & Co. Mr. Coleman earned a B.A. in History from Princeton University and an M.B.A. with Distinction from Harvard Business School, where he received the Loeb Award for academic excellence in finance.

R. Blair Thomas. Mr. Thomas is Chief Executive Officer of EIG Partners, as well as Chairman of the Investment Committee and the Executive Committee. EIG Partners was formerly part of Trust Company of the West where Mr. Thomas was a Group Managing Director and a member of the Board of Directors of TCW Asset Management Company. Prior to joining EIG Partners in 1998, Mr. Thomas was a senior investment officer with the Inter-American Development Bank and a project finance attorney at the law firm of Brown & Wood in New York. Mr. Thomas also served as an advisor on energy and budget policy in the first Bush White House. Mr. Thomas received a B.A. from the University of Virginia, a J.D. from New York Law School and an LL.M. from Georgetown University Law Center. Mr. Thomas is a member of the Board of Directors of Prumo Logística and the Jefferson Scholars Foundation at the University of Virginia

William C. Sonneborn. Mr. Sonneborn is the President of EIG Partners and a member of the Investment and Executive Committees. Prior to joining EIG Partners, he was a partner of Kohlberg Kravis Roberts & Co. and a member of KKR’s Management Committee. Mr. Sonneborn served as CEO of KKR Asset Management (the public markets side of KKR) as well as CEO and Director of KKR Financial Corporation (NYSE: KFN), a publicly traded specialty finance firm. He also sat on the board of Nephila Capital, a $10 billion Bermuda-based hedge fund in which KKR purchased a stake in 2013. Prior to joining KKR, he was with The TCW Group, Inc., most recently as President and Chief Operating Officer. Previously, he worked at Goldman, Sachs & Co. in New York and Hong Kong, where he focused on mergers & acquisitions for financial institutions. Mr. Sonneborn graduated with honors from Georgetown University. He is involved with a variety ofnon-profit organizations,

serving as a director or trustee of the Georgetown University Board of Regents, the Georgetown University McDonough School of Business, and the Lucile Packard Foundation for Children’s Health at Stanford University.

Randall S. Wade.Mr. Wade is the Chief Operating Officer for EIG Partners and a member of the Investment and Executive Committees. He has primary responsibility for the operations and administration of EIG Partners and its investment vehicles. Since joining EIG Partners in 1996, Mr. Wade has filled various roles including head of EIG Partner’s structured funds, investment principal with coverage responsibility for Australia and an analyst for oil and gas investments. Prior to joining EIG Partners, Mr. Wade was a Commercial Lending Officer for First Interstate Bank of Texas, where he was responsible for developing a middle-market loan portfolio. Mr. Wade received his B.A. in Economics and his B.B.A. in Finance from the University of Texas at Austin.

Terms of the Proposed Investment Advisory Agreement

The terms of the Proposed Investment Advisory Agreement are substantially similar to those of the Current Investment Advisory Agreement, except for, among other things, the fees payable thereunder, the name of the investment adviser, the addition of a provision regarding investments to be made through special purpose vehicles, and the date of effectiveness. The description of the Proposed Investment Advisory Agreement that follows is a summary only and is qualified by reference to the more complete information contained in the copy of the form of Proposed Investment Advisory Agreement included inExhibit B.

Duties.Subject to the overall supervision of the Board, the Joint Advisor will oversee the Company’sday-to-day operations and provide the Company with investment advisory services. Under the terms of the Proposed Investment Advisory Agreement, the Joint Advisor will:

The duties to be provided under the Proposed Investment Advisory Agreement are substantially the same as those provided under the Current Investment Advisory Agreement.

Fees and Expenses.The Company will pay the Joint Advisor a fee for its services under the Proposed Investment Advisory Agreement consisting of two components—an annual base management fee based on the average weekly value of the Company’s gross assets and an incentive fee based on the Company’s performance. The cost of both the base management fee payable to the Joint Advisor and any incentive fees it earns will ultimately be borne by the Company’s shareholders.

The base management fee will be reduced from 2.00% under the Current Investment Advisory Agreement to 1.75% under the Proposed Investment Advisory Agreement. While the Current Investment Advisory Agreement provides that the base management fee is 2.00%, effective January 1, 2018, the Current Advisor contractually agreed to permanently waive 0.25% of the base management fee so that the fee received equals 1.75% of the Company’s average gross assets. The base management fee will be payable quarterly in arrears and

will be calculated based on the average weekly value of the Company’s gross assets during the most recently completed calendar quarter. The base management fee may or may not be taken in whole or in part at the discretion of the Joint Advisor. All or any part of the base management fee not taken as to any quarter will be deferred without interest and may be taken in such other quarter as the Joint Advisor shall determine. The base management fee for any partial month or quarter will be appropriately prorated. The other terms of the base management fee are the same under the Current Investment Advisory Agreement.

The incentive fee will consist of two parts. The first part of the incentive fee, which is referred to as the subordinated incentive fee on income, will be calculated and payable quarterly in arrears, will equal 20.0% of the Company’s“pre-incentive fee net investment income” for the immediately preceding quarter and will be subject to a hurdle rate, expressed as a rate of return on adjusted capital, equal to 1.625% per quarter, or an annualized hurdle rate of 6.5%. As a result, the Joint Advisor will not earn this incentive fee for any quarter until the Company’spre-incentive fee net investment income for such quarter exceeds the hurdle rate of 6.5%. For purposes of this fee, “adjusted capital” means cumulative gross proceeds generated from sales of the Company’s Shares (including proceeds from its distribution reinvestment plan) reduced for distributions fromnon-liquidating dispositions of the Company’s investments paid to shareholders and amounts paid for share repurchases pursuant to the Company’s share repurchase program. Once the Company’spre-incentive fee net investment income in any quarter exceeds the hurdle rate, the Joint Advisor will be entitled to a“catch-up” fee equal to the amount of the Company’spre-incentive fee net investment income in excess of the hurdle rate, until the Company’spre-incentive fee net investment income for such quarter equals 2.031%, or 8.125% annually, of the hurdle rate. This“catch-up” feature will allow the Joint Advisor to recoup the fees foregone as a result of the existence of the hurdle rate. Thereafter, the Joint Advisor will be entitled to receive 20.0% of the Company’spre-incentive fee net investment income.

The second part of the incentive fee, which is referred to as the incentive fee on capital gains, will be determined and payable in arrears as of the end of each calendar year (or upon termination of the Proposed Investment Advisory Agreement). This fee will equal 20.0% of the Company’s “incentive fee capital gains.” “Incentive fee capital gains” are the Company’s realized capital gains on a cumulative basis from inception, calculated as of the end of the applicable period, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fees on capital gains. The Company will accrue for the incentive fee on capital gains, which, if earned, will be paid annually. The Company will accrue the incentive fee on capital gains based on net realized and unrealized gains; however, under the terms of the Proposed Investment Advisory Agreement, the fee payable to the Joint Advisor will be based on realized gains and no such fee will be payable with respect to unrealized gains unless and until such gains are actually realized. The amount and other terms of the incentive fee are the same under the Current Investment Advisory Agreement.

The incentive fee under the Proposed Investment Advisory Agreement will remain unchanged from the Current Investment Advisory Agreement; however, the Current Advisor has contractually agreed to waive its right to collect the subordinated incentive fee on income for a period of twelve months, ending on December 31, 2018. If and when the Current Advisor ceases to be the investment advisor to the Company and the Joint Advisor becomes the investment advisor to the Company pursuant to the Proposed Investment Advisory Agreement, the Joint Advisor will contractually agree to waive its right to the collect the subordinated incentive fee on income for the remainder of such twelve month period, if any.

All personnel of the Joint Advisor, when and to the extent engaged in providing services under the Proposed Investment Advisory Agreement, and the compensation and routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Joint Advisor or its affiliates and not by the Company. The treatment of expenses is the same under the Current Investment Advisory Agreement.

Addition of Special Purpose Vehicle Provision.Section 1(c) of the Proposed Investment Advisory Agreement makes explicit the Joint Advisor’s authority, should it need to make investments on behalf of the

Company through a special purpose vehicle, to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the 1940 Act. For clarity, the Company believes that this provision should be added to the Proposed Investment Advisory Agreement and it is consistent with provisions in the investment advisory agreements of other BDCs.

Term and Termination.The Proposed Investment Advisory Agreement will remain in effect initially for two years, and thereafter will continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board, or the vote of a majority of the outstanding voting securities of the Company, and (ii) the vote of a majority of the Independent Trustees in accordance with the requirements of the 1940 Act. The Proposed Investment Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice (a) by the Company to the Joint Advisor, (i) upon the vote of a majority of the outstanding voting securities of the Company, or (ii) by the vote of the Independent Trustees, or (b) by the Joint Advisor to the Company. The Proposed Investment Advisory Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act).

Indemnification.The Proposed Investment Advisory Agreement provides that the Joint Advisor (and its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons and any other person or entity affiliated with the Joint Advisor) (collectively, the “Indemnified Parties”) will not be liable to the Company for any action taken or omitted to be taken by any such Indemnified Party in connection with the performance of any of its duties or obligations under the Proposed Investment Advisory Agreement or otherwise as an investment adviser of the Company (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services), and the Company will indemnify, defend and protect the Indemnified Parties (each of whom shall be deemed a third party beneficiary thereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (“Losses”) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Joint Advisor’s duties or obligations under the Proposed Investment Advisory Agreement or otherwise as an investment adviser of the Company, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the Company’s declaration of trust, the laws of the State of Delaware or other applicable law, or the provisions of Section II.G of the NASAA Guidelines, as it may be amended from time to time.

Board Consideration

At a meeting of the Board held on November 29, 2017, the Board, including a majority of the Independent Trustees, approved the Proposed Investment Advisory Agreement as being in the best interest of the Company and its shareholders. The Board then directed that the Proposed Investment Advisory Agreement be submitted to the Company’s shareholders for approval with the Board’s recommendation that the shareholders vote to approve the Proposed Investment Advisory Agreement.

If shareholders of the Company do not approve the Investment Advisory Agreement Proposal, the Board will consider and evaluate its options to determine what alternatives are in the best interest of the Company and its shareholders.

Factors Considered by the Board

The Board, in approving and recommending shareholder approval of the Proposed Investment Advisory Agreement, considered information furnished and discussed at Board meetings and executive sessions with management and counsel, provided specifically in relation to the consideration of the approval of the Proposed

Investment Advisory Agreement in response to requests of the Independent Trustees and their independent legal counsel.

In its deliberations, the Board considered (i) a range of materials and information regarding the nature and quality of services to be provided by the Joint Advisor, (ii) the services provided by the Current Advisor and investment performance of the Company compared to relevant indices and peer funds, (iii) the performance of funds advised by EIG Advisers that are comparable in strategy to the Company, (iv) the proposed fees and expenses of the Company under the Proposed Investment Advisory Agreement compared to the Company’s current fees and the fees of peer funds with investment objectives and strategies similar to the Company, (v) the estimated profitability of the Joint Advisor under the Proposed Investment Advisory Agreement and (vi) the potential short-term disruption to the Company due to the resignation of GSO as investment sub-adviser and the importance of a seamless transition of the Company’s advisory services. The Board also considered information related to potential “fall out” or ancillary benefits that may be enjoyed by the Joint Advisor (and its affiliates) as a result of its relationship with the Company. In addition to evaluating, among other things, the written information provided by the Current Advisor and EIG Advisers regarding the terms of their relationship and anticipated operation of the Joint Advisor, the Board also considered the answers to questions posed by the Board to representatives of the Current Advisor and EIG Advisers at various meetings. Throughout the process, the Board took into account the historical investment advisory arrangements for the Company, the current sub advisor’s intended resignation, and information regarding alternative options for the Company, including other investment advisory arrangements. The Independent Trustees also met separately in executive sessions with their independent legal counsel to review and consider the information provided regarding the Proposed Investment Advisory Agreement.

Based on their review, the Independent Trustees and the full Board concluded that it was in the best interest of the Company and its shareholders to approve the Proposed Investment Advisory Agreement. In its deliberations, the Board did not identify any single factor or group of factors asall-important or controlling, but considered all factors together. The material factors and conclusions that formed the basis for the Board’s determinations are discussed below.

Nature, Extent and Quality of Services.In considering the proposed role and responsibilities of the Joint Advisor, and evaluating the nature, extent and quality of the services to be provided by the Joint Advisor, the Board reviewed information regarding the proposed operation of the Joint Advisor and its managerial, operational, compliance and investment advisory capabilities. The Board considered the experience and capabilities of key personnel of the Joint Advisor, including the personnel who will provide management, investment advisory and administrative services to the Company, and concluded that the Joint Advisor’s management team would be able to successfully execute the Company’s investment strategies. In this regard, the Board considered (i) its overall experience overseeing the Current Advisor’s operation of the Company to date, including the Current Advisor’s provision of investment advisory and administrative services, (ii) the Current Advisor’s investment of time and capital to develop additional resources to benefit the Joint Advisor and Company, (iii) the leading reputation and past performance of EIG Advisers as an advisor singularly focused on energy and energy-related infrastructure investing on a global basis, (iv) the significant experience,in-house technical expertise and disciplined investment approach of EIG Advisers team in using all levels of a firm’s capital structure to produce income-generating investments, while focusing on risk management, (v) the anticipated competitive advantage to the Company in sourcing, analyzing and executing energy, resource and related infrastructure investments, (vi) the general collaborative nature of the agreement between the Current Advisor and EIG Advisers with regard to the operation of the Joint Advisor, including the anticipated benefits to the Company of obtaining exemptive relief toco-invest with other clients of EIG Advisers, and (vii) the Company’s access to potential investment opportunities prior to the effective date of the Proposed Investment Advisory Agreement.

The Board and the Independent Trustees determined that they were satisfied with the nature, quality and extent of the services to be provided by the Joint Advisor to the Company, the expertise and capabilities of the Joint Advisor’s future personnel and the Current Advisor’s and EIG Advisers’ financial strength.

Investment Performance.The Board and Independent Trustees considered the Company’s historical investment performance as compared to the performance of relevant indices and comparable funds with similar structures, investment objectives and strategies, assets under management, portfolio mix and/or similar criteria. The Trustees noted the Current Advisor’s explanation regarding the Company’s performance and the relevance of the various benchmarks. The Board also considered the performance of funds and client accounts managed by EIG Advisers with investment objectives and strategies similar to those of the Company, and considered the Joint Advisor’s proposed strategies to seek favorable investment results for the Company’s portfolio going forward. The Board determined that the Joint Advisor’s significant investment advisory capabilities are highly desirable and are expected to benefit the Company.

Fees and Expenses.The Board reviewed the proposed management and incentive fees (together, the “Advisory Fees”) under the Proposed Investment Advisory Agreement as compared to the Current Investment Advisory Agreement and a peer group of investment companies that are comparable to the Company in terms of structure, investment objectives, assets under management, portfolio mix and/or similar criteria. The Independent Trustees viewed favorably the proposed reduction in base management fee (initially via waiver and contractually under the Proposed Investment Advisory Agreement) and considered the change in calculation methodology. Although no change is proposed for the incentive fee, the Independent Trustees viewed favorably the contractual waiver of the Current Advisor’s and Joint Advisor’s rights to collect the subordinated incentive fee on income for a period of twelve months ending on December 31, 2018. The Independent Trustees also reviewed the Company’s proposed overall expenses compared to the peer group. Based on their review, the Independent Trustees concluded that the Advisory Fees under the Proposed Investment Advisory Agreement and anticipated overall expenses are reasonable in relation to the services to be rendered to the Company by the Joint Advisor.

Profitability and Economies of Scale.The Board reviewed estimated profitability information provided by the Current Advisor for the Joint Advisor under the Proposed Investment Advisory Agreement and the methodology for determining profitability. The Board considered the extent to which economies of scale might be realized as the Company grows and whether the Company’s fee levels reflect these economies of scale for the benefit of Company shareholders. The Board considered the Current Advisor’s assertion that such economies are less likely to be significant given the Company’s structure and focus on investments requiring individual negotiation and monitoring, and also considered the commitment that the Current Advisor and Joint Advisor would monitor economies of scale on ongoing basis.

Other Benefits.The Board considered other benefits that may accrue to the Joint Advisor and its affiliates from its relationships with the Company, including that the Joint Advisor may potentially benefit from the success of the Company, which could attract other business to the Joint Advisor and its affiliates.

Overall Conclusions.Based on all of the information considered and the conclusions reached, the Board determined that the terms of the Proposed Investment Advisory Agreement are fair and reasonable and that the approval of the Proposed Investment Advisory Agreement is in the best interest of the Company and its shareholders. The Board, including a majority of the Independent Trustees, unanimously approved the Proposed Investment Advisory Agreement and determined to submit the Proposed Investment Advisory Agreement to shareholders for approval.

Vote Required

The affirmative vote by shareholders of the Company holding a majority of the outstanding voting securities entitled to vote on the matter is necessary for approval of the Investment Advisory Agreement Proposal. For purposes of the Investment Advisory Agreement Proposal, the 1940 Act defines “a majority of outstanding

voting securities” of a company as the lesser of: (1) 67% or more of the voting securities present at the Special Meeting, if the holders of more than 50% of the outstanding voting securities of the company are present at the Special Meeting or represented by proxy; or (2) more than 50% of the outstanding voting securities of the company. Pursuant to Section 11.2 of the Existing Declaration of Trust, because this is a transaction between an affiliate of the Current Advisor, Shares owned by the Current Advisor, any trustee of the Company, or any of their Affiliates may not vote or consent on the Investment Advisory Agreement Proposal and such Shares will be excluded from the calculation of the outstanding voting securities entitled to vote on the matter. Approval of the Investment Advisory Agreement Proposal is not contingent upon approval of any other proposal herein or any other transaction.

You may vote for or against or abstain on the Investment Advisory Agreement Proposal. Abstentions and brokernon-votes will have the same effect as votes against the Investment Advisory Agreement Proposal. Proxies received will be voted “FOR” the approval of the Investment Advisory Agreement Proposal unless shareholders designate otherwise.

Requirements for Implementation of the Investment Advisory Agreement Proposal

The implementation of the Investment Advisory Agreement Proposal requires:

unless, in the case of conditions i., ii. and iii., approved by EIG Advisers in writing; and

Appraisal Rights

Under Delaware law and the Existing Declaration of Trust, you will not be entitled to rights of appraisal with respect to the Investment Advisory Agreement Proposal. Accordingly, to the extent that you object to the Investment Advisory Agreement Proposal, you will not have the right to have a court judicially determine (and you will not receive) the fair value for your Shares under the provisions of Delaware law governing appraisal rights.

THE BOARD RECOMMENDS A VOTE “FOR” THE INVESTMENT ADVISORY AGREEMENT PROPOSAL.

PROPOSAL 4: APPROVAL OF LISTING INVESTMENT ADVISORY AGREEMENT AMENDMENT PROPOSAL

Background

The Company is seeking approval of a Proposed Listing Investment Advisory Agreement that, if approved by the Company’s shareholders, will replace the Proposed Investment Advisory Agreement upon a Listing. The material terms of the Proposed Listing Investment Advisory Agreement will be substantially the same as the Proposed Investment Advisory Agreement, except the Proposed Listing Investment Advisory Agreement would, among other things, (i) increase the hurdle rate (as described below); (ii) change the structure of the income incentive fee in a manner that would express the “hurdle rate” required for the Joint Advisor to earn, and be paid, the income incentive fee as the rate of return on the greater of (A) the value of the Company’s net assets at the end of the most recently completed calendar quarter and (B) $9.00 multiplied by the number of Shares outstanding at the end of the most recently completed calendar quarter, rather than the rate of return on “Adjusted Capital” (as defined below) (the “Hurdle Amendment”); (iii) reset the Cumulative Threshold for the incentive fee on capital gains, solely with respect to net realized capital gains/losses; (iv) implement the Lookback (as defined below) on the subordinated incentive fee on income; (v) remove all provisions related to administrative services provided by the Joint Advisor to the Company from the Proposed Investment Advisory Agreement so that such provisions could be included in a separate agreement relating only to such services; (vi) delete provisions required by the NASAA Guidelines; (vii) revise the percentages related to the incentive fee on income (the “Incentive Fee Amendment”); and (viii) revise the term and termination provisions of the Proposed Investment Advisory Agreement.

The Proposed Investment Advisory Agreement and the Proposed Listing Investment Advisory Agreement differ as set forth in the table here and described further below:

After entry into the Proposed Investment Advisory Agreement, the Board may consider a Listing. In connection with a Listing, the Company is proposing to amend and restate the Proposed Investment Advisory Agreement in order to conform its terms to provisions in the investment advisory agreements of other Listed BDCs.

The terms of the Proposed Listing Investment Advisory Agreement are substantially similar to those of the Proposed Investment Advisory Agreement, except for the items listed above under the heading “Background”. If the Proposed Listing Investment Advisory Agreement becomes effective, the Joint Advisor would serve as investment adviser to the Company pursuant to the Proposed Listing Investment Advisory Agreement and provide investment advisory services comparable to those provided under the Proposed Investment Advisory Agreement. The description of the Proposed Listing Investment Advisory Agreement that is provided above is a summary only and is qualified by reference to the more complete information contained in the copy of the Proposed Listing Investment Advisory Agreement included inExhibit C.

Revisions to the Proposed Investment Advisory Agreement in the Proposed Listing Investment Advisory Agreement

The Proposed Listing Investment Advisory Agreement is materially similar to the Proposed Investment Advisory Agreement, as described in Proposal 3, except for the proposed amendments detailed below.

Incentive Fee Changes

Proposed Revisions to Subordinated Incentive Fee on Income

Under the Current Investment Advisory Agreement and the Proposed Investment Advisory Agreement, the “hurdle rate” used to calculate the subordinated incentive fee on income is 1.625% per quarter, and thecatch-up feature begins at 2.031% per quarter. Under the Proposed Listing Investment Advisory Agreement, the “hurdle rate” will increase to 1.75% per quarter, and thecatch-up feature will begin at 2.1875% per quarter. As a result of the increase in the hurdle rate, the payment by the Company of the subordinated incentive fee on income will be triggered at a higher threshold than under the Current Investment Advisory Agreement and the Proposed Investment Advisory Agreement.

Under the Current Investment Advisory Agreement and the Proposed Investment Advisory Agreement, the subordinated incentive fee on income is calculated on the basis of the Company’s “Adjusted Capital” (as defined below). The Hurdle Amendment in the Proposed Listing Investment Advisory Agreement will amend the structure of the subordinated incentive fee on income in a manner that would express the hurdle rate required for the Company’s investment adviser to earn, and be paid, the subordinated incentive fee on income as the rate of return on the greater of (A) the value of the Company’s net assets at the end of the most recently completed calendar quarter and (B) $9.00 multiplied by the number of Shares outstanding at the end of the most recently completed calendar quarter (the “Hurdle Amount”), rather than the rate of return on Adjusted Capital. The $9.00 per Share amount is based upon the net asset value per Share of the Company at its inception.

The applicable percentages related to the subordinated incentive fee on income, including the hurdle rate, would be amended by the Incentive Fee Amendment, as described below. Accordingly, if the Hurdle Amendment and the increase in the hurdle rate are approved, the subordinated incentive fee on income would be calculated and payable quarterly in arrears and equal 20.0% of the Company’s“pre-incentive fee net investment income” for the immediately preceding quarter, subject to the increased hurdle rate, expressed as a rate of return on the Hurdle Amount, equal to 1.75% per quarter, or an annualized hurdle rate of 7.0%.

“Adjusted Capital” is defined in the Current Investment Advisory Agreement and the Proposed Investment Advisory Agreement to mean the cumulative gross proceeds generated from sales of the Shares (including proceeds from the Company’s distribution reinvestment plan) reduced for distributions fromnon-liquidating

dispositions of the Company’s investments paid to shareholders and amounts paid for share repurchases pursuant to the Company’s share repurchase program. This provision was designed to work in connection with the Company’s former continuous public offering and its share repurchase program. Upon Listing, the Company would no longer conduct a share repurchase program. Therefore, upon Listing, the concept of “Adjusted Capital” will no longer be relevant to the Company. The Company believes that eliminating the use of “Adjusted Capital” for purposes of calculating the subordinated incentive fee on income is appropriate in connection with the potential Listing of the Company and is consistent with provisions in investment advisory agreements of other Listed BDCs.

As of September 30, 2017, the Hurdle Amount of approximately $4.0 billion was less than the Company’s quarterly average Adjusted Capital of approximately $4.3 billion, which would decrease the Company’spre-incentive fee net investment income required to reach the advisercatch-up in the subordinated incentive fee on income. However, other Listed BDCs generally do not include an analogous concept to Adjusted Capital for purposes of calculating their income incentive fees and the Company believes the Hurdle Amendment provides an incentive fee structure under which the Company must achieve a higher applicable threshold in order for the Joint Advisor to earn the incentive fee as compared to the typical income incentive fee calculation for Listed BDCs and is therefore beneficial to shareholders.

Additionally, under the Proposed Listing Investment Advisory Agreement, and unlike the Current Investment Advisory Agreement and the Proposed Investment Advisory Agreement, the subordinated incentive fee on income will not be payable except to the extent that 20.0% of the cumulative increase in the net assets resulting from operations over the calendar quarter for which such fees are being calculated and the Lookback Period exceeds the cumulative incentive fees accrued and/or paid under the Proposed Listing Investment Advisory Agreement for the Lookback Period (the “Lookback”).

For the foregoing purpose, the “cumulative net increase in net assets resulting from operations” is an amount, if positive, equal to the sum of the Company’spre-incentive fee net investment income, realized gains and losses and unrealized appreciation and depreciation for the calendar quarter for which such fees are being calculated and the Lookback Period. The “Lookback Period” shall mean each calendar quarter completed after the effective date of the Proposed Listing Investment Advisory Agreement, and, after the third anniversary of the effective date of the Proposed Listing Investment Advisory Agreement, the twelve preceding calendar quarters.

Effect of Proposed Revisions to Subordinated Incentive Fee on Income on Advisory Fees

Calculated under the terms of the Current Investment Advisory Agreement and the Proposed Investment Advisory Agreement, during the three months ended March 31, 2017, the most recent quarterly period in which the Company accrued a subordinated income incentive fee on income, the Company accrued a subordinated incentive fee on income of approximately $10.50 million based upon the performance of its portfolio. Were the subordinated incentive fee on income for the three months ended March 31, 2017 (the most recent quarterly period in which a subordinated incentive fee on income was accrued) calculated under the terms of the Proposed Listing Investment Advisory Agreement, the amount of the subordinated incentive fee on income payable by the Company to the Current Advisor for such period would have decreased to approximately $10.36 million. No subordinated incentive fees on income have been accrued by the Company after March 31, 2017. Accordingly, for the fiscal year ended December 31, 2017, there would have been a minimal decrease in the amount of the subordinated incentive fee on income accrued by the Current Advisor if the Hurdle Amendment had been in effect during such period.

As of September 30, 2017, no amounts were payable to the Current Advisor in respect of the subordinated incentive fee on income.

Also, as of September 30, 2017, the Hurdle Amount of approximately $4.0 billion was less than the Company’s quarterly average adjusted capital of approximately $4.3 billion, which would decrease the

Company’spre-incentive fee net investment income required to reach the advisercatch-up in the subordinated incentive fee on income. Additionally, the Lookback may limit any subordinated incentive fees on income payable at such time.

Proposed Revisions to the Incentive Fee on Capital Gains

The Cumulative Threshold for the incentive fee on capital gains will reset in the Proposed Listing Investment Advisory Agreement. As of September 30, 2017, the Company needed approximately $751 million of net realized capital gains in order to be eligible to receive the incentive fee on capital gains. As a result of this proposed reset of the Cumulative Threshold, the payment by the Company of the incentive fee on capital gains would be significantly more likely. The Cumulative Threshold for the incentive fee on capital gains also includes net unrealized depreciation of approximately $221 million as of September 30, 2017. That net unrealized depreciation amount will not be reset under the proposal.

Bifurcation of Advisory and Administrative Services

As noted above, the Proposed Investment Advisory Agreement would govern both the advisory services and the administrative services that the Joint Advisor would provide to the Company as the Current Investment Advisory Agreement currently does. The Proposed Listing Investment Advisory Agreement would remove all provisions relating to the provision of administrative services. At or about the same time as the Proposed Listing Investment Advisory Agreement becomes effective, the Company would enter into a new administration agreement with the Joint Advisor (the “Administration Agreement”) to provide the administrative services for which the Current Advisor is currently responsible under the Current Investment Advisory Agreement and the Joint Advisor would be responsible under the Proposed Investment Advisory Agreement. Substantially the same personnel of the Joint Advisor would provide substantially the same administrative services to the Company as they would provide under the Proposed Investment Advisory Agreement. This restructuring of the Proposed Investment Advisory Agreement into separate advisory and administration agreements will not result in any decreases in the nature or level of the advisory or administrative services provided to the Company under the Current Investment Advisory Agreement or the Proposed Investment Advisory Agreement and therefore will not result in any changes to the administrative services provided that would have a material impact on the rights of shareholders.

These revisions include the deletion of Section 1(d) of the Proposed Investment Advisory Agreement, which states that the Joint Advisor will provide administrative services, Sections 2(b) and 2(c) of the Proposed Investment Advisory Agreement, which address the expenses that are the responsibility of the Company and for which the Company may reimburse the Joint Advisor, and certain limitations imposed on the reimbursement of such expenses, and Section 2(d) of the Proposed Investment Advisory Agreement, which addresses the timing of reimbursements to the Joint Advisor. Each of these provisions would be addressed in the Administration Agreement. In Section 2(b) of the Proposed Investment Advisory Agreement, there is a limitation on expenses deemed “organization and offering expenses” under applicable regulation. These “organization and offering expenses” include expenses incurred for registration and the offering of securities to the public. Since, upon a Listing, the Company would not be involved in a continuous public offering of its securities, the Company would not incur any “organization and offering expenses” of the sort intended to be limited under the Proposed Investment Advisory Agreement. The Company believes that this limitation is no longer relevant and, therefore, the Proposed Listing Investment Advisory Agreement eliminates this limitation.

The purpose of these changes is to more clearly delineate the nature of payments made by the Company for various services, which may result in operational efficiencies for the Company and the Joint Advisor. Further, if and to the extent necessary, the Company will be able to make certain amendments to the Administration Agreement without seeking shareholder approval. Such flexibility will allow the Company to avoid the cost and time delay of seeking a shareholder vote prior to any such amendment.

Under the Administration Agreement, the Company would reimburse the Joint Advisor for administrative expenses it incurs in performing its obligations under the Administration Agreement, including providing administrative services, facilities, and personnel, as it does to the Current Advisor under the Current Advisory Agreement and as it would under the Proposed Investment Advisory Agreement. Because the Company would continue to reimburse administrative expenses, as it does under the Current Advisory Agreement and as it would under the Proposed Investment Advisory Agreement, and because, as noted above, the Company would not be impacted by the removal of the “organization and offering expense” limitation as it would not be incurring such expenses upon a Listing, there would be no change in the fees paid to the Joint Advisor as result of this amendment. However, because in the future amendments could be made to the Administration Agreement without shareholder approval, and because in the future the Company could engage in additional offerings of securities and therefore incur related expenses, it is possible that the overall fees (including reimbursements of administrative expenses) to be paid by the Company to the Joint Advisor under the Proposed Listing Investment Advisory Agreement and Administration Agreement could increase.

Deletion of Provisions Required by NASAA Guidelines

Limitations Only Applicable While the Company Is Not Listed

As described above, as a BDC, a number of states where the Company wished to offer Shares for sale required the Company to include certain limitations imposed by the NASAA Guidelines in its governing documents. Like the Existing Declaration of Trust, the Current Investment Advisory Agreement includes certain NASAA-mandated limitations that govern the relationship between the Company and the Current Advisor and the Proposed Investment Advisory Agreement would include certain NASAA-mandated limitations that would govern the relationship between the Company and the Joint Advisor.

However, the Current Investment Advisory Agreement and the Proposed Investment Advisory Agreement provide that certain of such NASAA-mandated limitations shall apply for only so long as the Shares are not listed on a securities exchange, and if the Shares are listed on a national securities exchange, the Company would no longer be subject to the NASAA Guidelines. These provisions include Sections 1(i) and (j), Section 2(c), Sections 4(b)-(f), Section 5(b), Section 8(b), Section 9(d), and Section 10 of the Proposed Investment Advisory Agreement. Accordingly, if the Company effects a Listing, such NASAA-mandated limitations contained in the Proposed Investment Advisory Agreement will no longer have any effect. Therefore, for administrative ease and clarity, upon a Listing, the Company intends that the Proposed Listing Investment Advisory Agreement would delete all of the NASAA-mandated limitations that would no longer be in effect in accordance with the Proposed Investment Advisory Agreement.

In connection with the revisions to Section 8, upon the removal of Section 8(b) of the Proposed Investment Advisory Agreement, which places limitations on the indemnification of the Joint Advisor, provisions will be added to Section 8 to clarify, as required by the 1940 Act, that the Joint Advisor cannot be indemnified for any liability arising out of willful misfeasance, bad faith, or gross negligence in the performance of the Joint Advisor’s duties or by reason of the reckless disregard of the Joint Advisor’s duties and obligations under the Proposed Listing Investment Advisory Agreement. In connection with the removal of Section 9(d) of the Proposed Investment Advisory Agreement, which, among other items, states when an amendment to the Current Advisory Agreement must be approved by the shareholders of the Company, a provision would be added in Section 11 of the Proposed Listing Investment Advisory Agreement to clarify that an amendment to the Proposed Listing Investment Advisory Agreement may only be made in conformity with the requirements of the 1940 Act related to approval by the Company of such amendment.

Other Limitations Required by NASAA Guidelines

Certain other provisions in the Current Investment Advisory Agreement and the Proposed Investment Advisory Agreement were originally included because of requirements of the NASAA Guidelines, although such

provisions are not specifically referenced as applying for only so long as the Shares are not listed on a securities exchange. These provisions are not otherwise required by the 1940 Act. Accordingly, for administrative ease and clarity, upon a Listing, the Company intends that the Proposed Listing Investment Advisory Agreement would revise these provisions, as detailed below.

First, the Proposed Investment Advisory Agreement requires, in Section 9(b), the Company to obtain a vote of the majority of the outstanding voting securities of the Company or the vote of the majority of the Independent Trustees to terminate the Proposed Investment Advisory Agreement. With respect to approval by the Board, the 1940 Act requires only approval by a majority of the Board, and not the majority of the Independent Trustees. This limitation is imposed by the NASAA Guidelines. Therefore, under the Proposed Listing Investment Advisory Agreement, the Company may terminate the Proposed Listing Investment Advisory Agreement either by a vote of the majority of the outstanding voting securities of the Company or by a vote of the Board. The Company believes that this amendment complies with the provisions of the 1940 Act, and is similar to provisions in the investment advisory agreements of other Listed BDCs.

Second, Section 9(c) of the Proposed Investment Advisory Agreement governs the payments to and duties of the Joint Advisor upon termination of the Proposed Investment Advisory Agreement. Under Section 9(c)(i) of the Proposed Investment Advisory Agreement, the Joint Advisor is only entitled to receive payments under the Proposed Investment Advisory Agreement for services provided prior to termination, which must be paid by the Company within thirty days after the effective date of such termination. Under the Proposed Listing Investment Advisory Agreement, this provision would be deleted and a provision would be added to the end of Section 9(b) to clarify that, upon termination or expiration of the Proposed Listing Investment Advisory Agreement, the Joint Advisor would be entitled to receive any payments due through the date of termination or expiration of the Proposed Listing Investment Advisory Agreement, and that Section 8 will remain in full force and effect and apply to the Joint Advisor and its representatives as and to the extent applicable. The Company believes that these amendments, similar to the previously described amendments to Section 9(b), comply with the provisions of the 1940 Act and are similar to provisions in the investment advisory agreements of other Listed BDCs.

Revisions to the Term and Termination Provisions of the Proposed Listing Investment Advisory Agreement

After an initialtwo-year term, the Proposed Investment Advisory Agreement would be required to bere-approved at least annually by (i) the vote of the Board, or the vote of a majority of the outstanding voting securities of the Company, and (ii) the vote of a majority of the Independent Trustees. The Proposed Listing Investment Advisory Agreement will only become effective upon a Listing. The Proposed Listing Investment Advisory Agreement will be effective for the remainder of the then-current term of the Proposed Investment Advisory Agreement and then will be required to bere-approved at least annually as is required under the Current Investment Advisory Agreement and the Proposed Investment Advisory Agreement.

With respect to the termination provisions, the Current Investment Advisory Agreement and the Proposed Investment Advisory Agreement provide that each may be terminated by the Company upon 60 days’ written notice to the Current Advisor or Joint Advisor, as the case may be, either by the vote of a majority of the outstanding voting securities of the Company or by the vote of a majority of the Independent Trustees. With respect to the Company, the requirement to have a termination approved by the vote of a majority of the Independent Trustees is a requirement imposed by the NASAA Guidelines. Under the Proposed Listing Investment Advisory Agreement, the Proposed Listing Investment Advisory Agreement could be terminated upon 60 days’ written notice (i) by the vote of a majority of the outstanding voting securities, (ii) by the vote of the Board, or (iii) by the Joint Advisor. The Company believes that these amendments comply with the relevant provisions of the 1940 Act and are similar to provisions in the investment advisory agreements of other Listed BDCs.

Board Consideration

At a meeting of the Board held on November 29, 2017, the Board, including a majority of the Independent Trustees, approved the Proposed Listing Investment Advisory Agreement as being in the best interest of the Company and its shareholders. The Board then directed that the Proposed Listing Investment Advisory Agreement be submitted to the Company’s shareholders for approval with the Board’s recommendation that the shareholders vote to approve the Proposed Listing Investment Advisory Agreement. In determining to approve and recommend the Proposed Listing Investment Advisory Agreement, the Board recognized that the agreement will not be implemented unless a Listing occurs.

Factors Considered by the Board

The Board, in approving and recommending shareholder approval of the Proposed Listing Investment Advisory Agreement, considered information furnished and discussed at Board meetings and executive sessions with management and counsel, provided specifically in relation to the consideration of the approval of the Proposed Listing Investment Advisory Agreement in response to requests of the Independent Trustees and their independent legal counsel.

In its deliberations, the Board considered (i) a range of materials and information regarding the nature and quality of services to be provided by the Joint Advisor, (ii) the services provided by the Current Advisor and investment performance of the Company compared to relevant indices and peer funds, (iii) the performance of funds advised by EIG Advisers that are comparable in strategy to the Company, (iv) the proposed fees and expenses of the Company under the Proposed Listing Investment Advisory Agreement compared to the Company’s current fees, the fees payable under the Proposed Investment Advisory Agreement, and the fees of peer funds with investment objectives and strategies similar to the Company, (v) the estimated profitability of the Joint Advisor under the Proposed Listing Investment Advisory Agreement and (vi) the potential short-term disruption to the Company due to the resignation of GSO as investment sub-adviser and the importance of a seamless transition of the Company’s advisory services. The Board also considered information related to potential “fall out” or ancillary benefits that may be enjoyed by the Joint Advisor (and its affiliates) as a result of its relationship with the Company. In addition to evaluating, among other things, the written information provided by the Current Advisor and EIG Advisers regarding the terms of their relationship and anticipated operation of the Joint Advisor, the Board also considered the answers to questions posed by the Board to representatives of the Current Advisor and EIG Advisers at various meetings. Throughout the process, the Board took into account the historical investment advisory arrangements for the Company, the current sub advisor’s intended resignation, and information regarding alternative options for the Company, including other investment advisory arrangements. The Independent Trustees also met separately in executive sessions with their independent legal counsel to review and consider the information provided regarding the Proposed Listing Investment Advisory Agreement.

Based on their review, the Independent Trustees and the full Board concluded that it was in the best interest of the Company and its shareholders to approve the Proposed Listing Investment Advisory Agreement. In its deliberations, the Board did not identify any single factor or group of factors asall-important or controlling, but considered all factors together. The material factors and conclusions that formed the basis for the Board’s determinations are discussed below.

Nature, Extent and Quality of Services.In considering the proposed role and responsibilities of the Joint Advisor, and evaluating the nature, extent and quality of the services to be provided by the Joint Advisor, the Board reviewed information regarding the proposed operation of the Joint Advisor and its managerial, operational, compliance and investment advisory capabilities. The Board considered the experience and capabilities of key personnel of the Joint Advisor, including the personnel who will provide management, investment advisory and administrative services to the Company, and concluded that the Joint Advisor’s management team would be able to successfully execute the Company’s investment strategies. In this regard, the Board considered (i) its overall experience overseeing the Current Advisor’s operation of the Company to date,

including the Current Advisor’s provision of investment advisory and administrative services, (ii) the Current Advisor’s investment of time and capital to develop additional resources to benefit the Joint Advisor and Company, (iii) the leading reputation and past performance of EIG Advisers as an advisor singularly focused on energy and energy-related infrastructure investing on a global basis, (iv) the significant experience,in-house technical expertise and disciplined investment approach of EIG Advisers team in using all levels of a firm’s capital structure to produce income-generating investments, while focusing on risk management, (v) the anticipated competitive advantage to the Company in sourcing, analyzing and executing energy, resource and related infrastructure investments, (vi) the general collaborative nature of the agreement between the Current Advisor and EIG Advisers with regard to the operation of the Joint Advisor, including the anticipated benefits to the Company of obtaining exemptive relief toco-invest with other clients of EIG Advisers, and (vii) the Company’s access to potential investment opportunities prior to the effective date of the Proposed Investment Advisory Agreement.

The Board and the Independent Trustees determined that they were satisfied with the nature, quality and extent of the services to be provided by the Joint Advisor to the Company, the expertise and capabilities of the Joint Advisor’s future personnel and the Current Advisor’s and EIG Advisers’ financial strength.

Investment Performance.The Board and Independent Trustees considered the Company’s historical investment performance as compared to the performance of relevant indices and comparable funds with similar structures, investment objectives and strategies, assets under management, portfolio mix and/or similar criteria. The Trustees noted the Current Advisor’s explanation regarding the Company’s performance and the relevance of the various benchmarks. The Board also considered the performance of funds and client accounts managed by EIG Advisers with investment objectives and strategies similar to those of the Company, and considered the Joint Advisor’s proposed strategies to seek favorable investment results for the Company’s portfolio going forward. The Board determined that the Joint Advisor’s significant investment advisory capabilities are highly desirable and are expected to benefit the Company.

Fees and Expenses.The Board reviewed the Advisory Fees under the Proposed Listing Investment Advisory Agreement as compared to the Current Investment Advisory Agreement, the Proposed Investment Advisory Agreement and a peer group of investment companies that are comparable to the Company in terms of structure, investment objectives, assets under management, portfolio mix and/or similar criteria. As with the Proposed Investment Advisory Agreement, the Independent Trustees viewed favorably the proposed reduction in base management fee. The Independent Trustees acknowledged the need, because of the variable public share price following a Listing of the Company’s shares, to calculate the subordinated incentive fee on income based on the greater of net asset value of the Company or the Hurdle Amount rather than adjusted capital, and viewed that change as generally neutral to shareholders. The Independent Trustees noted that the net asset value of the Company and the Hurdle Amount could be lower than Adjusted Capital, potentially causing the Company to begin paying the income incentive fee at a lower net asset value, but acknowledged that this change would substantially align with the hurdle calculation of the Company’s listed peers. The Independent Trustees also considered the potential positive impact of the Lookback on limiting the subordinated incentive fee on income. The Independent Trustees also reviewed the proposed “reset” of the cumulative threshold for payment of the incentive fee on capital gains, which makes the payment by the Company of the incentive fee on capital gains significantly more likely, and considered the Current Advisor’s explanation that the change was commercially necessary in order to attract EIG Advisers as a joint venture partner to service the Company. The Independent Trustees also reviewed the Company’s proposed overall expenses compared to the peer group. Based on their review, the Independent Trustees concluded that the Advisory Fees under the Proposed Listing Investment Advisory Agreement and anticipated overall expenses are reasonable in relation to the services to be rendered to the Company by the Joint Advisor.

Profitability and Economies of Scale.The Board reviewed estimated profitability information provided by the Current Advisor for the Joint Advisor under the Proposed Listing Investment Advisory Agreement and the methodology for determining profitability. The Board considered the extent to which economies of scale might

be realized as the Company grows and whether the Company’s fee levels reflect these economies of scale for the benefit of Company shareholders. The Board considered the Current Advisor’s assertion that such economies are less likely to be significant given the Company’s structure and focus on investments requiring individual negotiation and monitoring, and also considered the commitment that the Current Advisor and Joint Advisor would monitor economies of scale on ongoing basis.

Other Benefits.The Board considered other benefits that may accrue to the Joint Advisor and its affiliates from its relationships with the Company, including that the Joint Advisor may potentially benefit from the success of the Company, which could attract other business to the Joint Advisor and its affiliates.

Overall Conclusions.Based on all of the information considered and the conclusions reached, the Board determined that the terms of the Proposed Listing Investment Advisory Agreement are fair and reasonable and that the approval of the Proposed Listing Investment Advisory Agreement is in the best interest of the Company and its shareholders. The Board, including a majority of the Independent Trustees, unanimously approved the Proposed Listing Investment Advisory Agreement and determined to submit the Proposed Listing Investment Advisory Agreement to shareholders for approval.

Vote Required

The affirmative vote by shareholders of the Company holding a majority of the outstanding voting securities entitled to vote on the matter is necessary for approval of the Listing Investment Advisory Agreement Amendment Proposal. For purposes of the Listing Investment Advisory Agreement Amendment Proposal, the 1940 Act defines “a majority of outstanding voting securities” of a company as the lesser of: (1) 67% or more of the voting securities present at the Special Meeting, if the holders of more than 50% of the outstanding voting securities of the company are present at the Special Meeting or represented by proxy; or (2) more than 50% of the outstanding voting securities of the company. Pursuant to Section 11.2 of the Existing Declaration of Trust, because this is a transaction between an affiliate of the Current Advisor, Shares owned by the Current Advisor, any trustee of the Company, or any of their Affiliates may not vote or consent on the Listing Investment Advisory Agreement Amendment Proposal and such Shares will be excluded from the calculation of the outstanding voting securities entitled to vote on the matter.

You may vote for or against or abstain on the Listing Investment Advisory Agreement Amendment Proposal. Abstentions and brokernon-votes will have the same effect as votes against the Listing Investment Advisory Agreement Amendment Proposal. Proxies received will be voted “FOR” the approval of the Listing Investment Advisory Agreement Amendment Proposal unless shareholders designate otherwise.

Requirements for Implementation of the Listing Investment Advisory Agreement Amendment Proposal

The implementation of the Listing Investment Advisory Agreement Amendment Proposal requires:

Appraisal Rights

Under Delaware law and the Existing Declaration of Trust, you will not be entitled to rights of appraisal with respect to the Listing Investment Advisory Agreement Amendment Proposal. Accordingly, to the extent that

you object to the Listing Investment Advisory Agreement Amendment Proposal, you will not have the right to have a court judicially determine (and you will not receive) the fair value for your Shares under the provisions of Delaware law governing appraisal rights.

THE BOARD RECOMMENDS A VOTE “FOR” THE

LISTING INVESTMENT ADVISORY AGREEMENT AMENDMENT PROPOSAL.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of the Record Date, the beneficial ownership of the Company’s trustees, executive officers, each person known to the Company to beneficially own 5% or more of the outstanding Shares, and all of the Company’s executive officers and trustees as a group.

Beneficial ownership is determined in accordance with Rule13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and includes voting or investment power with respect to the Shares. There are no Shares subject to options that are currently exercisable or exercisable within 60 days of the Record Date. Ownership information for those persons who beneficially own 5% or more of the Shares is based upon information furnished by the Company’s transfer agent and other information provided by such persons, if available.