FS ENERGY AND POWER FUND II
CIRA CENTRE
2929 ARCH STREET, SUITE 675
PHILADELPHIA, PENNSYLVANIA 19104
(215) 495-1150
August 21, 2014
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Attn: James O’Connor, Esq.
Re: FS Energy and Power Fund II
Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2
File Number 333-195237
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, FS Energy and Power Fund II, a Delaware statutory trust (the “Company”), respectfully requests acceleration of the effective date of Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File No. 333-195237) (the “Registration Statement”) so that such Registration Statement may be declared effective at 4:30 p.m. on Monday, August 25, 2014, or as soon as practicable thereafter.
We request that we be notified of such effectiveness by a telephone call to James A. Lebovitz of Dechert LLP at (215) 994-2510, and that such effectiveness also be confirmed in writing.
The Company hereby acknowledges that (i) should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
| Very truly yours, | |
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| FS ENERGY AND POWER FUND II | |
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| By: | /s/ Michael C. Forman |
| Name: | Michael C. Forman |
| Title: | President and Chief Executive Officer |
