0001104659-12-040999.txt : 20120719 0001104659-12-040999.hdr.sgml : 20120719 20120531160913 ACCESSION NUMBER: 0001104659-12-040999 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FS Energy & Power Fund CENTRAL INDEX KEY: 0001501729 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: CIRA CENTRE STREET 2: 2929 ARCH STREET, SUITE 675 CITY: PHILADELPHIA STATE: PA ZIP: 19104-2867 BUSINESS PHONE: 215-495-1150 MAIL ADDRESS: STREET 1: CIRA CENTRE STREET 2: 2929 ARCH STREET, SUITE 675 CITY: PHILADELPHIA STATE: PA ZIP: 19104-2867 CORRESP 1 filename1.htm

 

FS ENERGY AND POWER FUND

CIRA CENTRE

2929 ARCH STREET, SUITE 675

PHILADELPHIA, PENNSYLVANIA 19104

(215) 495-1150

 

May 31, 2012

 

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

Post-Effective Amendment No. 3 to the Registration Statement on Form N-2

File Number 333-169679

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 under the Securities Act of 1933, as amended, FS Energy and Power Fund, a Delaware statutory trust (the “Company”), respectfully requests acceleration of the effective date of Post-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-169679) (the “Registration Statement”) so that such Registration Statement may be declared effective at 12:00 p.m. on Monday, June 4, 2012, 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,

 

 

 

FS ENERGY AND POWER FUND

 

 

 

By:

/s/ Michael C. Forman

 

Name:

Michael C. Forman

 

Title:

President and Chief Executive Officer