FS ENERGY & POWER FUND Management report and analysis of financial condition and results of operations. (in thousands, except per share and per share amounts) (Form 10-Q)

The information contained in this section should be read in conjunction with our
unaudited consolidated financial statements and related notes thereto included
elsewhere in this quarterly report on Form 10-Q. In this report, "we," "us" and
"our" refer to FS Energy and Power Fund and "FS/EIG Advisor" refers to FS/EIG
Advisor, LLC.

Forward-Looking Statements

Some of the statements in this quarterly report on Form 10-Q constitute
forward-looking statements because they relate to future events or our future
performance or financial condition. The forward-looking statements contained in
this quarterly report on Form 10-Q may include statements as to:

•our future results of operations;


•  our business prospects and the prospects of the companies in which we may
invest, including our and their ability to achieve our respective objectives as
a result of the current COVID-19 pandemic;

•  the impact of the investments that we expect to make;

•  the ability of our portfolio companies to achieve their objectives;

•  our current and expected financing arrangements and investments;

•changes in the general interest rate environment;

• the adequacy of our liquidity, funding sources and working capital;

• the timing and amount of cash flows, distributions and dividends, if any, from our holding companies;

• our contractual agreements and relationships with third parties;

• actual and potential conflicts of interest with FS/EIG Advisor, FS Investments, EIG or any of their respective affiliates;

• the dependence of our future success on the general economy and its effect on the industries in which we may invest;

• general economic and political trends and other external factors, including the current COVID-19 pandemic and related disruptions;

• our use of financial leverage;

• the ability of the FS/EIG advisor to find suitable investments for us and to monitor and administer our investments;

• the ability of FS/EIG Advisor or its affiliates to attract and retain highly talented professionals;

• our ability to maintain our qualification as RIC and BDC;

• the impact on our business of the Dodd-Frank Act, as amended, and the rules and regulations issued thereunder;

• the effect of changes in tax laws and our tax position; and

• the tax status of companies in which we may invest.

In addition, words such as “anticipate”, “believe”, “expect” and “intend” indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this Quarterly Report on Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in forward-looking statements for any reason. Factors that could cause actual results to differ materially include:

•  changes in the economy;

•  geo-political risks;

• risks associated with possible disruption of our operations or the economy generally due to terrorism, natural disasters or pandemics; and

• future changes in laws or regulations and conditions in our areas of operation.


We have based the forward-looking statements included in this quarterly report
on Form 10-Q on information available to us on the date of this quarterly report
on Form 10-Q. Except as required by the federal securities laws, we undertake 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 we may make directly to shareholders
or through reports that we may file in the future with the SEC, including annual
reports on Form 10-K, quarterly reports on Form 10-Q and current reports on
Form 8-K. The forward-looking statements and projections contained in this
quarterly report on Form 10-Q are excluded from the safe harbor protection
provided by Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange
Act.

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Overview

We were formed as a Delaware statutory trust under the Delaware Statutory Trust
Act on September 16, 2010 and formally commenced investment operations on July
18, 2011. We are an externally managed, non-diversified, closed-end management
investment company that has elected to be regulated as a BDC under the 1940 Act
and has elected to be treated for U.S. federal income tax purposes, and intends
to qualify annually, as a RIC under Subchapter M of the Code. In November 2016,
we closed our continuous public offering of common shares to new investors.

Our investment activities are managed by FS/EIG Advisor and supervised by our
board of trustees, a majority of whom are independent. Under the FS/EIG
investment advisory agreement, we have agreed to pay FS/EIG Advisor an annual
base management fee based on the average weekly value of our gross assets and an
incentive fee based on our performance.

Our investment policy is to invest, under normal circumstances, at least 80% of
our total assets in securities of Energy companies. This investment policy may
not be changed without at least 60 days' prior notice to holders of our common
shares of any such change.

Our investment objective is to generate current income and long-term capital
appreciation. We pursue our investment objective by focusing on the following
seven investment themes: (i) basin-on-basin competition in U.S. shale, (ii)
globalization of natural gas, (iii) coal retirements and the evolving energy
generation mix, (iv) renewables focused on power grid parity, (v) export
infrastructure for emerging U.S. producers, (vi) market liberalization opening
new markets and (vii) midstream infrastructure connecting new supplies. However,
we may pursue other investment opportunities if we believe it is in our best
interests and consistent with our investment objectives.

In the investment themes above, we intend to focus on the following investment categories with the aim of generating returns for our investors with an acceptable level of risk.

Direct Originations: Through FS/EIG Advisor, we intend to directly seek investment opportunities in the energy industry. These investments are generally initiated and structured through a negotiated process in which we participate directly and are generally not available in the market as a whole. These investments may include both debt and equity components. We believe that directly initiated investments can offer higher returns and more favorable protections than heavily syndicated deals.


Broadly Syndicated Loan and Bond Transactions: Although our primary focus is to
invest in directly originated transactions, in certain circumstances we will
also invest in the broadly syndicated loan and high yield bond markets. Broadly
syndicated loans and bonds are generally more liquid than our directly
originated investments and provide a complement to our less liquid strategies.

In the case of broadly syndicated investments, we generally intend to capitalize
on market inefficiencies by investing in loans, bonds, and other asset classes
where the market price of such investment reflects a lower value than we believe
is warranted based on our fundamental analysis, providing us with an opportunity
to earn an attractive return on our investment.

The majority of our portfolio is comprised of income-oriented securities, which
principally refers to debt securities and income-oriented preferred and common
equity interests, of privately-held Energy companies within the United States.
Generally, we expect to invest primarily in directly originated investments and
primary market transactions, as this will provide us with the ability to tailor
investments to best match a project's or company's needs with our investment
objectives. We intend to weight our portfolio towards senior secured debt and
directly originated preferred equity investments, which we believe offer
opportunities for superior risk-adjusted returns and income generation. Our debt
investments may take the form of corporate or project loans or bonds, may be
secured or unsecured and may, in some cases, be accompanied by yield
enhancements. These yield enhancements are typically expected to include royalty
interests in mineral, oil and gas properties, warrants, options, net profits
interests, cash flow participations or other forms of equity participation that
can provide additional consideration or "upside" in a transaction. Our preferred
equity investments are mostly directly originated and may take the form of
perpetual or redeemable securities, typically with a current income component
and minimum base returns. In addition, certain income-oriented preferred or
common equity interests may include interests in master limited partnerships and
a portion of our portfolio may be comprised of derivatives, including the use of
total return swaps, credit default swaps and other commodity swap contracts. In
connection with certain of our debt investments or any restructuring of these
debt investments, we may on occasion receive equity interests, including
warrants or options, as additional consideration or otherwise in connection with
a restructuring. FS/EIG Advisor will seek to tailor our investment focus as
market conditions evolve.

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Revenues

The principal measure of our financial performance is net increase or decrease
in net assets resulting from operations, which includes net investment income,
net realized gain or loss on investments, foreign currency, swap contracts and
debt extinguishment, net change in unrealized appreciation or depreciation on
investments, net change in unrealized gain or loss on foreign currency and net
change in unrealized appreciation or depreciation on swap contracts. Net
investment income is the difference between our income from interest, dividends,
fees and other investment income and our operating and other expenses. Net
realized gain or loss on investments is the difference between the proceeds
received from dispositions of portfolio investments and their amortized cost,
including the respective realized gain or loss on foreign currency for those
foreign denominated investment transactions. Net realized gain or loss on
foreign currency is the portion of realized gain or loss attributable to foreign
currency fluctuations. Net realized gain or loss on swap contracts is the
portion of realized gain or loss attributable to the difference between the
fixed price specified in the contract and the referenced settlement price. Net
change in unrealized appreciation or depreciation on investments is the net
change in the fair value of our investment portfolio, including the respective
unrealized gain or loss on foreign currency for those foreign denominated
investments. Net change in unrealized gain or loss on foreign currency is the
net change in the value of receivables or accruals due to the impact of foreign
currency fluctuations. Net change in unrealized appreciation or depreciation on
swap contracts is the net change in the value of receivables or accruals due to
the impact of the difference between the fixed price specified in the contract
and the referenced settlement price.

We primarily generate income in the form of interest income on the debt securities we hold. We also generate income in the form of dividends and other distributions on the stocks or other securities we hold. In addition, we may generate revenue in the form of one-time engagements, closing, origination, structuring or due diligence fees, management assistance fees, advisory fees, prepayment fees and performance-based fees.

Expenses


Our primary operating expenses include the payment of management and incentive
fees and other expenses under the FS/EIG investment advisory agreement, interest
expense from financing arrangements and other indebtedness, and other expenses
necessary for our operations. The management and incentive fees compensate
FS/EIG Advisor for its work in identifying, evaluating, negotiating, executing,
monitoring and servicing our investments.

FS/EIG Advisor oversees our day-to-day operations, including the provision of
general ledger accounting, fund accounting, legal services, investor relations,
certain government and regulatory affairs activities, and other administrative
services. FS/EIG Advisor also performs, or oversees the performance of, our
corporate operations and required administrative services, which includes being
responsible for the financial records that we are required to maintain and
preparing reports for our shareholders and reports filed with the SEC. In
addition, FS/EIG Advisor assists us in calculating our net asset value,
overseeing the preparation and filing of tax returns and the printing and
dissemination of reports to our shareholders, and generally overseeing the
payment of our expenses and the performance of administrative and professional
services rendered to us by others.

We reimburse FS/EIG Advisor for expenses necessary to perform services related
to our administration and operations, including FS/EIG Advisor's allocable
portion of the compensation and related expenses of certain personnel of FS
Investments and EIG providing administrative services to us on behalf of FS/EIG
Advisor, and for transactional expenses for prospective investments, such as
fees and expenses associated with performing due diligence reviews of
investments that do not close, often referred to as "broken deal" costs. We
reimburse FS/EIG Advisor no less than quarterly for all costs and expenses
incurred by FS/EIG Advisor in performing its obligations and providing personnel
under the FS/EIG investment advisory agreement. The amount of this reimbursement
is set at the lesser of (1) FS/EIG Advisor's actual costs incurred in providing
such services and (2) the amount that we estimate would be required to pay
alternative service providers for comparable services in the same geographic
location. FS/EIG Advisor allocates the cost of such services to us based on
factors such as time allocations and other reasonable metrics. Our board of
trustees reviews the methodology employed in determining how the expenses are
allocated to us and assesses the reasonableness of such reimbursements for
expenses allocated to us based on the breadth, depth and quality of such
services as compared to the estimated cost to us of obtaining similar services
from third-party service providers known to be available. In addition, our board
of trustees considers whether any single third-party service provider would be
capable of providing all such services at comparable cost and quality. Finally,
our board of trustees compares the total amount paid to FS/EIG Advisor for such
services as a percentage of our net assets to the same ratio as reported by
other comparable BDCs. We do not reimburse FS/EIG Advisor for any services for
which it receives a separate fee, or for rent, depreciation, utilities, capital
equipment or other administrative items allocated to a controlling person of
FS/EIG Advisor.

We bear all other expenses of our operations and transactions, including all
other expenses incurred by FS/EIG Advisor in performing services for us and
administrative personnel paid by FS/EIG Advisor, to the extent they are not
controlling persons of FS/EIG Advisor or any of its affiliates, subject to the
limitations included in the FS/EIG investment advisory agreement.

In addition, we have contracted with State Street to provide various accounting
and administrative services, including, but not limited to, preparing
preliminary financial information for review by FS/EIG Advisor, preparing and
monitoring expense budgets,

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Table of Contents maintain accounting and corporate books and records, process business information provided by us, and perform RIC compliance testing.

For more information regarding fee offsetting with SF/EIG Advisor, see Note 4 of our unaudited consolidated financial statements included herein.

COVID-19 and energy market developments


Recent events such as the rapid spread of the COVID-19 pandemic, global
lockdowns and ongoing negotiations regarding production levels between oil
producing countries, have at times resulted in lower demand for crude oil and,
as a result, lower commodity prices. Although the energy markets have had a
notable recovery in recent quarters, volatility in the energy markets may
persist, recur or worsen, including as a result of other macroeconomic events,
such as the current conflict in Ukraine and sanctions imposed on Russia in
response thereto. The impact of these events on the U.S. and global economies
(including energy markets), has negatively impacted, and could continue to
negatively impact, the business operations of some of our portfolio companies.
We cannot at this time fully predict the continued or future impact of the above
events on our business or the business of our portfolio companies, their
duration or magnitude or the extent to which they will negatively impact our
portfolio companies' operating results or our own results of operations or
financial condition. We expect that certain of our portfolio companies may
continue to experience economic distress for the foreseeable future and may
become insolvent or otherwise significantly limit business operations if
subjected to prolonged economic distress, including as a result of depressed
commodity prices or other declines in the energy markets. These developments
could result in a further decrease in the value of our investments.

These events have previously had adverse effects on our investment income and we
expect that such adverse effects may continue for some time. These adverse
effects have required and may again require us to restructure certain of our
investments, which could result in further reductions to our investment income
or in impairments on our investments. In addition, disruptions in the capital
markets have resulted in illiquidity in certain market areas at times. These
market disruptions and illiquidity have had and may continue to have an adverse
effect on our business, financial condition, results of operations and cash
flows. Unfavorable economic conditions caused by these events may increase our
funding costs and limit our access to the capital markets. These events have
previously limited our investment originations, which may continue for the
immediate future, and have also previously had a material negative impact on our
operating results for a period of time. In addition, the growth of non-income
producing equity investments as a percentage of the portfolio has materially
reduced the value of collateral available to secure our financing arrangements.
Consequently, this has adversely impacted our liquidity, may cause us to fall
out of compliance with certain portfolio requirements under the 1940 Act that
are tied to the value of our investments and, in each case, may continue to do
so in the future.

In particular, as a result of these events during 2020 and the early part of
2021, we needed to sell certain investments to satisfy certain margin
obligations, and if such market conditions recur or worsen, we may need to sell
additional investments at similarly or even more disadvantageous prices, or
enter into other transactions on terms that are disadvantageous to us, to
satisfy obligations under our financing arrangements.

In light of such difficult market conditions and in an effort to preserve our
liquidity, our board of trustees determined to suspend for an indefinite period
of time our share repurchase program and will reassess our ability to recommence
such program in future periods. Although our board of trustees has not declared
or resumed regular cash distributions to shareholders for any period after March
31, 2020, our board of trustees has since declared three cash distributions in
2020, four cash distributions in 2021 and two cash distributions in 2022, each
in the amount of $0.03 per share. FS/EIG Advisor and our board of trustees
expect that future regular cash distributions to shareholders will remain
suspended until such time that our board of trustees and FS/EIG Advisor believe
that market conditions and our financial condition support the resumption of
such distributions. Our board of trustees has and will continue to evaluate our
ability to pay any distributions in the future. There can be no assurance that
we will be able to pay distributions in the future.

We will continue to carefully monitor the impact of the COVID-19 pandemic; the
current conflict in Ukraine and government responses thereto; and other
disruptions in the energy markets on our business and the business of our
portfolio companies. Because the full effects of these events are not capable of
being known at this time, we cannot estimate the impacts on our future financial
condition, results of operations or cash flows. We do, however, expect that
these events may have a negative impact on our business and the financial
condition of certain of our portfolio companies.

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Portfolio Investment Activity for the Three and Six Months Ended June 30, 2022
and for the Year Ended December 31, 2021

Total portfolio activity


The following tables present certain selected information regarding our
portfolio investment activity for the three and six months ended June 30, 2022:
                                                              For the Three Months Ended                    For the Six Months Ended
Net Investment Activity                                             June 30, 2022                                 June 30, 2022
Purchases                                               $                           220,408          $                            344,498
Sales and Repayments                                                               (267,067)                                     (507,402)
Net Portfolio Activity                                  $                           (46,659)         $                           (162,904)

                                                              For the Three Months Ended                    For the Six Months Ended
                                                                    June 30, 2022                                 June 30, 2022
New Investment Activity by Asset Class                    Purchases             Percentage              Purchases             Percentage
Senior Secured Loans-First Lien                         $   115,986                      53  %       $    133,628                      39  %
Senior Secured Loans-Second Lien                             46,900                      21  %            110,150                      32  %

Unsecured Debt                                               19,228                       9  %             53,269                      15  %

Equity/Other                                                 38,294                      17  %             47,451                      14  %
Total                                                   $   220,408                     100  %       $    344,498                     100  %

The following table summarizes the composition of our investment portfolio at cost and at fair value June 30, 2022 and December 31, 2021:

                                                                 June 30, 2022
                                                                  (Unaudited)                                                      December 31, 2021
                                           Amortized                                   Percentage              Amortized                                    Percentage
                                            Cost(1)             Fair Value            of Portfolio              Cost(1)             Fair Value             of Portfolio
Senior Secured Loans-First Lien          $   770,769          $   762,753                        31  %       $   832,257          $   812,335                         34  %
Senior Secured Loans-Second Lien             176,003              177,184                         7  %            83,322               84,083                          3  %
Senior Secured Bonds                          10,040               10,356                         0  %            77,266               81,646                          3  %
Unsecured Debt                               389,039              359,450                        15  %           425,715              397,068                         17  %
Preferred Equity                             497,019              475,077                        20  %           515,711              497,288                         21  %
Sustainable Infrastructure
Investments, LLC                              54,514               52,131                         2  %            54,514               50,770                          2  %
Equity/Other                                 340,584              594,385                        25  %           364,272              472,033                         20  %
Total                                    $ 2,237,968          $ 2,431,336                       100  %       $ 2,353,057          $ 2,395,223                        100  %


_________________________

(1) Amortized cost represents the original cost adjusted for the amortization of premiums and/or the increase in discounts, as the case may be, on investments.

The following table sets forth selected information regarding the composition of our investment portfolio as of June 30, 2022 and December 31, 2021:

                                                                            June 30, 2022            December 31, 2021
Number of Portfolio Companies                                                    71                          71
% Variable Rate (based on fair value)                                           34.4%                      35.1%
% Fixed Rate (based on fair value)                                              19.5%                      22.3%

% of income-generating preferred stocks and stocks/other investments (based on fair value)

                                                           14.3%                      14.1%

% of Non-Income Preferred Shares and Equity/Other Investments (Based on Fair Value)

                                               31.8%                      28.5%

Weighted average purchase price of debt securities (in % of nominal value)

                                                                          99.3%                      98.5%
% of Investments on Non-Accrual (based on fair value)                           9.5%                       10.4%

Gross portfolio return before leverage (based on amortized cost)

     6.3%                        5.5%

Gross portfolio return before leverage (based on amortized cost) – Excluding non-income generating assets

                                     8.4%                        7.8%


Although our board of trustees has not declared or resumed regular cash
distributions to shareholders for any period after March 31, 2020, our board of
trustees has since declared three cash distributions in 2020, four cash
distributions in 2021 and two cash distributions in 2022, each in the amount of
$0.03 per share. FS/EIG Advisor and our board of trustees expect that future
regular cash distributions to shareholders will remain suspended until such time
that our board of trustees and FS/EIG Advisor believe that market conditions and
our financial condition support the resumption of such distributions. Our board
of trustees has and will continue to

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evaluate our ability to pay any distributions in the future. There can be no
assurance that we will be able to pay distributions in the future. For the six
months ended June 30, 2022 and the year ended December 31, 2021, our total
return was 12.81% and 14.22%, respectively, and our total return without
assuming reinvestment of distributions was 12.81% and 14.15%, respectively.

Our estimated gross portfolio yield does not represent actual investment returns
to shareholders. Our gross annual portfolio yield is subject to change and in
the future may be greater or less than the rates set forth above. See the
sections entitled "Risk Factors" in our annual report on Form 10-K for the
fiscal year ended December 31, 2021 and in our other periodic reports filed with
the SEC for a discussion of the uncertainties, risks and assumptions associated
with these statements.

Direct Originations

We define Direct Originations as any investment where FS/EIG Advisor or its
affiliates negotiates the terms of the transaction beyond just the price, which,
for example, may include negotiating financial covenants, maturity dates or
interest rate terms. These Direct Originations include participation in other
originated transactions where there may be third parties involved, or a bank
acting as an intermediary, for a closely held club, or similar transactions. The
following table presents certain selected information regarding our Direct
Originations as of June 30, 2022 and December 31, 2021:
Characteristics of All Direct Originations held in Portfolio                      June 30, 2022             December 31, 2021
Number of Portfolio Companies                                                           44                          43
% of Investments on Non-Accrual (based on fair value)                                 12.9%                       15.4%
Total Cost of Direct Originations                                                   $1,546,521                  $1,586,099
Total Fair Value of Direct Originations                                             $1,790,041                  $1,621,482
% of Total Investments, at Fair Value                                                 73.6%                       67.7%

Gross return on portfolio before leverage (based on amortized cost) of funded direct issues

                                                             6.2%                        5.1%

Gross portfolio return before leverage (based on amortized cost) of funded direct issues – excluding non-revenue generating assets

                       9.7%                        8.4%


Composition of the portfolio by strategy

The table below summarizes the composition of our investment portfolio by strategy and lists the percentage, by fair value, of total portfolio assets in those strategies at June 30, 2022 and December 31, 2021:

                                                                       June 30, 2022                                   December 31, 2021
                                                                                  Percentage of                                        Percentage of
Portfolio Composition by Strategy                          Fair Value               Portfolio                 Fair Value                 Portfolio
Direct Originations                                      $  1,790,041                        74  %       $       1,621,482                        68  %
Broadly Syndicated/Other                                      641,295                        26  %                 773,741                        32  %
Total                                                    $  2,431,336                       100  %       $       2,395,223                       100  %

See Note 7 to our unaudited consolidated financial statements included herein for additional information regarding our investment portfolio.

Quality of portfolio assets


In addition to various risk management and monitoring tools, FS/EIG Advisor uses
an investment rating system to characterize and monitor the expected level of
returns on each investment in our portfolio. FS/EIG Advisor uses an investment
rating scale of 1 to 5. The following is a description of the conditions
associated with each investment rating:
Investment
Rating                                               Summary Description
       1              Investment exceeding expectations and/or capital gain expected.
       2              Performing investment generally executing in

according to portfolio

                      company's business plan-full return of principal and 

expected interest.

       3              Performing investment requiring closer monitoring.
       4              Underperforming investment-some loss of interest or

possible dividend, but still

                      expecting a positive return on investment.
       5              Underperforming investment with expected loss of 

interest and some capital.



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The following table shows the distribution of our investments on the 1 to 5
investment rating scale at fair value as of June 30, 2022 and December 31, 2021:
                                 June 30, 2022                        December 31, 2021
                                            Percentage                               Percentage
Investment Rating         Fair Value       of Portfolio         Fair Value          of Portfolio
1                       $          -                -       $               -                -
2                          1,878,180               77  %              1,771,346             74  %
3                            164,034                7  %                232,319             10  %
4                            314,885               13  %              284,055               12  %
5                             74,237                3  %              107,503                4  %
Total                   $  2,431,336              100  %    $       2,395,223              100  %

The amount of the Portfolio in each Rating Category may vary significantly from period to period primarily due to changes in the composition of the Portfolio resulting from new investment, redemption and exit activity. In addition, changes in investment quality may be made to reflect our performance expectations and changes in investment values.

Operating results

Comparison of three and six month periods ended June 30, 2022 and 2021

Revenue


Our investment income for the three and six months ended June 30, 2022 and 2021
was as follows:
                                                         Three Months Ended June 30,                                                               Six Months Ended June 30,
                                                2022                                        2021                                        2022                                        2021
                                                       Percentage of                             Percentage of                                 Percentage of                             Percentage of
                                   Amount              Total Income            Amount            Total Income              Amount              Total Income            Amount            Total Income
Interest income               $      26,815                      57  %       $ 27,342                      70  %       $     53,902                      65  %       $ 56,507                      73  %
Paid-in-kind interest
income                                7,341                      15  %          9,361                      24  %             12,469                      15  %         17,841                      23  %
Fee income                            9,226                      20  %            679                       2  %             10,459                      13  %          1,195                       2  %
Dividend income                       3,691                       8  %          1,574                       4  %              6,152                       7  %          1,574                       2  %
Total investment
income(1)                     $      47,073                     100  %       $ 38,956                     100  %       $     82,982                     100  %       $ 77,117                     100  %

_____________________________


(1)   Such revenues represent $37,875 and $27,139 of cash income earned as well
as $9,198 and $11,817 in non-cash portions relating to accretion of discount and
PIK interest for the three months ended June 30, 2022 and 2021, respectively,
and represent $66,627 and $53,293 of cash income earned as well as $16,355 and
$23,824 in non-cash portions relating to accretion of discount and PIK interest
for the six months ended June 30, 2022 and 2021, respectively. Cash flows
related to such non-cash revenues may not occur for a number of reporting
periods or years after such revenues are recognized.

The level of interest income we receive is generally related to the balance of
income-producing investments multiplied by the weighted average yield of our
investments. We may experience volatility in the amount of interest income that
we earn as the accrual status of existing portfolio investments may fluctuate
due to ongoing restructuring activity in the portfolio. The decrease in the
amount of interest income and PIK income for the three and six months ended
June 30, 2022 compared to the three and six months ended June 30, 2021 was
primarily due to an increase in repayments on higher-yielding debt investments
which were reinvested into assets with lower yields.

Fee income is transaction based, and typically consists of prepayment fees and
structuring fees. As such, future fee income is generally dependent on new
direct origination investments and the occurrence of events at existing
portfolio companies resulting in such fees. The increase in the amount of fee
income for the three and six months ended June 30, 2022 compared to the three
and six months ended June 30, 2021 was primarily due to an increase in
prepayment fees.

The increase in the amount of dividend income for the three and six months ended
June 30, 2022 compared to the three and six months ended June 30, 2021 was
primarily due to the increase in dividends paid with respect to our investments
in certain common equity and Sustainable Infrastructure Investments, LLC.

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Expenses

Our operating expenses for the three and six months ended June 30, 2022 and 2021
were as follows:
                                                                Three Months Ended                    Six Months Ended
                                                                     June 30,                             June 30,
                                                              2022               2021              2022              2021
Management fees                                           $   11,276          $ 10,278          $ 22,011          $ 20,928
Administrative services expenses                               1,490             1,442             2,910             3,023
Share transfer agent fees                                        728               728             1,448             1,446
Accounting and administrative fees                               189               161               366               347
Interest expense                                              13,196            12,744            26,890            28,234
Trustees' fees                                                   190               191               417               398
Expenses associated with our independent audit and
related fees                                                     112               112               223               223
Legal fees                                                       150                 -               150                 3
Printing fees                                                     76               123               409               310
Other                                                            530               425             1,530               796
Total operating expenses                                      27,937            26,204            56,354            55,708
Less: Management fee offset                                   (1,700)             (321)           (2,398)             (323)
Net operating expenses                                    $   26,237          $ 25,883          $ 53,956          $ 55,385


The following table reflects selected expense ratios as a percent of average net
assets for the three and six months ended June 30, 2022 and 2021 (not
annualized):
                                                                 Three Months Ended                         Six Months Ended
                                                                      June 30,                                  June 30,
                                                              2022                 2021                 2022                 2021
Ratio of operating expenses to average net assets               1.59  %              1.63  %              3.35  %              3.56  %
Ratio of management fee offset to average net
assets                                                         (0.10) %             (0.02) %             (0.14) %             (0.02) %
Ratio of net operating expenses to average net
assets                                                          1.49  %              1.61  %              3.21  %              3.54  %
Ratio of interest expense to average net assets                (0.75) %             (0.79) %             (1.60) %             (1.80) %
Ratio of net operating expenses, excluding
interest expense, to average net assets                         0.74  %              0.82  %              1.61  %              1.74  %


Interest expense may increase or decrease our expense ratios compared to comparative periods depending on changes in benchmark interest rates such as LIBOR, utilization rates and the terms of our financing agreements, among others. factors.

Compensation of management fees


Structuring, upfront or certain other fees received by FS/EIG Advisor or its
members which were offset against management fees due to FS/EIG Advisor from us
were $1,700 and $321 for the three months ended June 30, 2022 and 2021,
respectively, and $2,398 and $323 for the six months ended June 30, 2022 and
2021, respectively. See Note 4 to our unaudited consolidated financial
statements contained in this quarterly report on Form 10-Q for a discussion of
the management fee offset for the three and six months ended June 30, 2022 and
2021.

Net Investment Income

Our net investment income totaled $20,836 ($0.05 per share) and $13,073 ($0.03
per share) for the three months ended June 30, 2022 and 2021, respectively, and
$29,026 ($0.06 per share) and $21,732 ($0.05 per share) for the six months ended
June 30, 2022 and 2021, respectively.

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Net Realized Gains or Losses

Our net realized gains (losses) on investments, foreign currency, swap contracts
and debt extinguishment for the three and six months ended June 30, 2022 and
2021, were as follows:
                                                                 Three Months Ended                     Six Months Ended
                                                                      June 30,                              June 30,
                                                              2022               2021               2022               2021
Net realized gain (loss) on investments(1)                 $ 60,504         

$(262,066) $31,460 $(262,506)
Net realized gain (loss) on foreign currency

                      -                  (6)                -                  (6)
Net realized gain (loss) on swap contracts                   (1,392)                  -            (1,808)                  -
Net realized gain (loss) on debt extinguishment                (183)                  -              (929)                  -
Total net realized gain (loss)                             $ 58,929         

$(262,072) $28,723 $(262,512)

_________________________


(1)  We sold investments and received principal repayments of $201,929 and
$65,138, respectively, during the three months ended June 30, 2022 and $97,177
and $129,908, respectively, during the three months ended June 30, 2021. We sold
investments and received principal repayments of $270,691 and $236,711,
respectively, during the six months ended June 30, 2022 and $208,545 and
$303,269, respectively, during the six months ended June 30, 2021.

Net change in unrealized appreciation (depreciation) on investments and swap contracts and unrealized appreciation (depreciation) on foreign currencies


Our net change in unrealized appreciation (depreciation) on investments and swap
contracts and unrealized gain (loss) on foreign currency for the three and six
months ended June 30, 2022 and 2021 were as follows:
                                                                 Three Months Ended                     Six Months Ended
                                                                      June 30,                              June 30,
                                                               2022               2021               2022               2021

Net change in unrealized appreciation (depreciation) of investments

                                             $ (64,079)       

$228,416 $151,202 $359,979
Net change in unrealized gain (loss) on swap contracts

                                               (106)                 -             (3,588)                 -
Net change in unrealized gain (loss) on foreign
currency                                                           -                  4                  -                  8
Total net change in unrealized appreciation
(depreciation) and unrealized gain (loss)                  $ (64,185)       

$228,420 $147,614 $359,987



During the three and six months ended June 30, 2022, the net change in
unrealized appreciation (depreciation) on our investments was primarily driven
by the performance of our directly originated assets and certain of our upstream
equity/other investments and the conversion of unrealized depreciation to
realized losses. During the three and six months ended June 30, 2021, the net
change in unrealized appreciation (depreciation) on our investments was
primarily driven by the performance of our directly originated assets and the
conversion of unrealized depreciation to realized losses.

Net increase (decrease) in net assets from operations


For the three months ended June 30, 2022 and 2021, the net increase (decrease)
in net assets resulting from operations was $15,580 ($0.03 per share) and
$(20,579) ($(0.05) per share), respectively. For the six months ended June 30,
2022 and 2021, the net increase (decrease) in net assets resulting from
operations was $205,363 ($0.46 per share) and $119,207 ($0.27 per share),
respectively.

This “Operating Results” section should be read in conjunction with “COVID-19 and Energy Market Developments” above.

Financial position, liquidity and capital resources

Insight


As of June 30, 2022, we had $131,334 in cash, which we held in custodial
accounts. As of June 30, 2022, we also had broadly syndicated investments that
could be sold to create additional liquidity. As of June 30, 2022, we had eight
senior secured loan investments with aggregate unfunded commitments of $60,599
and unfunded commitments of $7,625 in U.S. dollars and $858 in Canadian dollars
to contribute capital to Sustainable Infrastructure Investments, LLC. We
maintain sufficient cash on hand, available borrowings and/or liquid securities
to fund such unfunded commitments should the need arise.

We generate cash primarily from the issuance of shares under our distribution
reinvestment plan and from cash flows from fees, interest and dividends earned
from our investments as well as principal repayments and proceeds from sales of
our investments. To seek to enhance our returns, we also employ leverage as
market conditions permit and at the discretion of FS/EIG Advisor, but unless and
until we elect otherwise, as permitted by the 1940 Act, in no event will
leverage employed exceed 50% of the value of our assets, as required by the 1940
Act. See "-Financing Arrangements."

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Prior to investing in securities of portfolio companies, we invest the net
proceeds from the issuance of shares under our distribution reinvestment plan as
well as from sales and paydowns of existing investments primarily in cash, cash
equivalents, including money market funds, U.S. government securities,
repurchase agreements and high-quality debt instruments maturing in one year or
less from the time of investment, consistent with our BDC election and our
election to be taxed as a RIC.

In light of difficult market conditions, we took several steps in 2020 to seek
to enhance our liquidity by, among other things, suspending our share repurchase
program, suspending regular cash distributions and reducing leverage by paying
down borrowings. The share repurchase program and regular cash distributions
currently remain suspended.

This "Financial Condition, Liquidity and Capital Resources" section should be
read in conjunction with "COVID-19 and Energy Market Developments" above and
"-Financing Arrangements" below.

Financing modalities

The following table presents a summary of information relating to our financing agreements in progress as of June 30, 2022:

                                                 Type of                                         Amount               Amount
Arrangement(1)                                 Arrangement                 Rate(2)             Outstanding          Available             Maturity Date
JPMorgan Facility                             Revolving/Term               L+3.00%           $    305,676          $       -            February 16, 

2023

Senior Secured Notes(3)                            Bond                     7.50%                 457,075                  -             August 15, 2023
Total                                                                                        $    762,751          $       -

________________________

(1) The carrying amount outstanding under the facility approximates its fair value, unless otherwise noted.

(2) LIBOR is subject to a floor of 0.00%.

(3) From June 30, 2022the fair value of the senior secured notes was approximately $459,091.


The JPMorgan Facility matures on February 16, 2023 and the Senior Secured Notes
mature on August 15, 2023. For additional information regarding our financing
arrangements, see Note 9 to our unaudited consolidated financial statements
included herein.

Tax treatment and RIC distributions


We have elected to be treated for U.S. federal income tax purposes, and intend
to qualify annually, as a RIC under Subchapter M of the Code. As a RIC, we
generally do not have to pay corporate-level U.S. federal income taxes on any
ordinary income or capital gains that we distribute as dividends to our
shareholders. To maintain our qualification as a RIC, we must, among other
things, meet certain source-of-income and asset diversification requirements. In
addition, in order to maintain RIC tax treatment, we must distribute to our
shareholders, for each tax year, dividends generally of an amount at least equal
to 90% of our "investment company taxable income," which is generally the sum of
our net ordinary income plus the excess, if any, of realized net short-term
capital gains over realized net long-term capital losses, determined without
regard to any deduction for dividends paid. In addition, we may, in certain
cases, satisfy the Annual Distribution Requirement by distributing dividends
relating to a tax year after the close of such tax year under the "spillover
dividend" provisions of Subchapter M of the Code. If we distribute a spillover
dividend, such dividend will be included in a shareholder's gross income for the
tax year in which the spillover distribution is paid. We intend to make
sufficient distributions to our shareholders to maintain our RIC tax treatment
each tax year. We will also be subject to nondeductible U.S. federal excise
taxes on certain undistributed income unless we distribute in a timely manner to
our shareholders of an amount at least equal to the sum of (1) 98% of our net
ordinary taxable income (taking into account certain deferrals and elections)
for the calendar year, (2) 98.2% of our capital gain net income, which is the
excess of capital gains over capital losses (adjusted for certain ordinary
losses), for the one-year period ending October 31 of that calendar year and
(3) 100% of any ordinary income and capital gain net income recognized for the
preceding years that were not distributed during such years and on which we paid
no U.S. federal income tax. Any distribution declared by us during October,
November or December of any calendar year, payable to our shareholders of record
on a specified date in such a month and actually paid during January of the
following calendar year, will be treated as if it had been paid by us, as well
as received by our U.S. shareholders, on December 31 of the calendar year in
which the distribution was declared.

In general, when we pay regular cash distributions, we intend to declare them on
a quarterly or monthly basis and pay them on a monthly basis. We will calculate
each shareholder's specific distribution amount for the period using record and
declaration dates and each shareholder's distributions will begin to accrue on
the date that common shares are issued to such shareholder. From time to time,
we may also pay special interim distributions in the form of cash or common
shares at the discretion of our board of trustees. The timing and amount of any
future distributions to shareholders are subject to applicable legal
restrictions and the sole discretion of our board of trustees.

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Our distribution proceeds have exceeded and in the future may exceed our
earnings. Therefore, portions of the distributions that we have made
represented, and may make in the future may represent, a return of capital to
shareholders, which lowers their tax basis in their common shares. A return of
capital generally is a return of an investor's investment rather than a return
of earnings or gains derived from our investment activities and will be made
after deducting the fees and expenses payable in connection with our continuous
public offering, including any fees payable to FS/EIG Advisor. Moreover, a
return of capital will generally not be taxable, but will reduce each
shareholder's cost basis in our common shares, and will result in a higher
reported capital gain or lower reported capital loss when the common shares on
which such return of capital was received are sold. Each year a statement on
Form 1099-DIV identifying the sources of the distributions will be mailed to our
shareholders.

  We intend to make any regular distributions in the form of cash, out of assets
legally available for distribution, unless shareholders elect to receive their
cash distributions in additional common shares under our distribution
reinvestment plan. Any distributions reinvested under the plan will nevertheless
remain taxable to a U.S. shareholder.

Although our board of trustees has not declared or resumed regular cash
distributions to shareholders for any period after March 31, 2020, our board of
trustees has since declared three cash distributions in 2020, four cash
distributions in 2021 and two cash distributions in 2022, each in the amount of
$0.03 per share. FS/EIG Advisor and our board of trustees expect that future
regular cash distributions to shareholders will remain suspended until such time
that our board of trustees and FS/EIG Advisor believe that market conditions and
our financial condition support the resumption of such distributions. Our board
of trustees has and will continue to evaluate our ability to pay any
distributions in the future. There can be no assurance that we will be able to
pay distributions in the future. The timing and amount of any future
distributions to shareholders are subject to applicable legal restrictions and
the sole discretion of our board of trustees. Furthermore, the JPMorgan Facility
restricts our ability to make certain discretionary cash dividends and
distributions and other restricted payments.

The following table reflects the cash distributions per share we declared on our common stock during the six months ended June 30, 2022 and 2021:

                                        Distribution
For the Three Months Ended        Per Share        Amount
Fiscal 2021
March 31, 2021                   $     0.03      $ 13,249
June 30, 2021                          0.03        13,294

Total                            $     0.06      $ 26,543
Fiscal 2022
March 31, 2022                   $     0.03      $ 13,426
June 30, 2022                          0.03        13,465

Total                            $     0.06      $ 26,891

See Note 5 to our unaudited consolidated financial statements included herein for additional information regarding our distributions.

Significant Accounting Policies and Estimates


Our financial statements are prepared in conformity with GAAP, which requires us
to make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. Management has utilized
available information, including our past history, industry standards and the
current economic environment, among other factors, in forming the estimates and
judgments, giving due consideration to materiality. Actual results may differ
from these estimates. In addition, other companies may utilize different
estimates, which may impact the comparability of our results of operations to
those of companies in similar businesses. Understanding our accounting policies
and the extent to which we use management judgment and estimates in applying
these policies is integral to understanding our financial statements. We
describe our most significant accounting policies in Note 2 to our unaudited
consolidated financial statements included herein. Critical accounting policies
are those that require the application of management's most difficult,
subjective or complex judgments, often because of the need to make estimates
about the effect of matters that are inherently uncertain and that may change in
subsequent periods. We evaluate our critical accounting estimates and judgments
required by our policies on an ongoing basis and update them as necessary based
on changing conditions. We have identified one of our accounting policies,
valuation of portfolio investments, as critical because it involves significant
judgments and assumptions about highly complex and inherently uncertain matters,
and the use of reasonably different estimates and assumptions could have a
material impact on our reported results of operations or financial condition. As
we execute our operating plans, we will describe additional critical accounting
policies in the notes to our future financial statements in addition to those
discussed below.

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Valuation of Portfolio Investments

We determine the fair value of our investment portfolio each quarter. Securities
are valued at fair value as determined in good faith by our board of trustees.
In connection with that determination, FS/EIG Advisor provides our board of
trustees with portfolio company valuations which are based on relevant inputs,
including, but not limited to, indicative dealer quotes, values of like
securities, recent portfolio company financial statements and forecasts, and
valuations prepared by independent third-party valuation services.

Accounting Standards Codification Topic 820, Fair Value Measurements and
Disclosure, or ASC Topic 820, issued by the Financial Accounting Standards
Board, or the FASB, clarifies the definition of fair value and requires
companies to expand their disclosure about the use of fair value to measure
assets and liabilities in interim and annual periods subsequent to initial
recognition. ASC Topic 820 defines fair value as the price that would be
received from the sale of an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. ASC Topic 820
also establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. These tiers include: Level 1, defined as
observable inputs such as quoted prices in active markets; Level 2, which
includes inputs such as quoted prices for similar securities in active markets
and quoted prices for identical securities where there is little or no activity
in the market; and Level 3, defined as unobservable inputs for which little or
no market data exists, therefore requiring an entity to develop its own
assumptions.

For investments for which market quotes are not readily available, we undertake a multi-step evaluation process each quarter, as described below:

•our quarterly fair valuation process begins with the FS/EIG advisor’s review and documentation of preliminary valuations for each portfolio company or investment;

•these preliminary valuations for each portfolio company or investment are compared to a valuation range obtained from an independent third-party valuation service;

• The FS/EIG Advisor then provides our Board of Directors’ Valuation Committee, or Valuation Committee, with its valuation recommendation for each portfolio company or investment, along with supporting documentation;

•the preliminary evaluations are then discussed with the evaluation committee;


•the valuation committee reviews the preliminary valuations and FS/EIG Advisor,
together with our independent third-party valuation services, if applicable,
supplements the preliminary valuations to reflect any comments provided by the
valuation committee;

•after review, the Valuation Committee will recommend to our Board of Directors to approve our fair valuations; and


•our board of trustees discusses the valuations and determines the fair value of
each such investment in our portfolio in good faith based on various statistical
and other factors, including the input and recommendation of FS/EIG Advisor, the
valuation committee and any independent third-party valuation services, if
applicable.

Determination of fair value involves subjective judgments and estimates.
Accordingly, the notes to our consolidated financial statements refer to the
uncertainty with respect to the possible effect of such valuations and any
change in such valuations on our consolidated financial statements. In making
its determination of fair value, our board of trustees may use any approved
independent third-party pricing or valuation services. However, our board of
trustees is not required to determine fair value in accordance with the
valuation provided by any single source, and may use any relevant data,
including information obtained from FS/EIG Advisor or any approved independent
third-party valuation or pricing service that our board of trustees deems to be
reliable in determining fair value under the circumstances. Below is a
description of factors that FS/EIG Advisor, any approved independent third-party
valuation services and our board of trustees may consider when determining the
fair value of our investments.

Valuation of fixed income investments, such as loans and debt securities,
depends upon a number of factors, including prevailing interest rates for like
securities, expected volatility in future interest rates, call features, put
features and other relevant terms of the debt. For investments without readily
available market prices, we may incorporate these factors into discounted cash
flow models to arrive at fair value. Other factors that may be considered
include the borrower's ability to adequately service its debt, the fair market
value of the portfolio company in relation to the face amount of its outstanding
debt and the quality of collateral securing our debt investments.

For convertible debt securities, fair value generally approximates the fair
value of the debt plus the fair value of an option to purchase the underlying
security (i.e., the security into which the debt may convert) at the conversion
price. To value such an option, a standard option pricing model may be used.

Our equity interests in portfolio companies for which there is no liquid public
market are valued at fair value. Our board of trustees, in its determination of
fair value, may consider various factors, such as multiples of EBITDA, cash
flows, net income, revenues or, in limited instances, book value, PV-10
multiples or liquidation value. All of these factors may be subject to
adjustments

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based upon the particular circumstances of a portfolio company or our actual
investment position. For example, adjustments to EBITDA may take into account
compensation to previous owners or acquisition, recapitalization, restructuring
or other related items.

FS/EIG Advisor, any approved independent third-party valuation services and our
board of trustees may also consider private merger and acquisition statistics,
public trading multiples discounted for illiquidity and other factors,
valuations implied by third-party investments in the portfolio companies or
industry practices in determining fair value. FS/EIG Advisor, any approved
independent third-party valuation services and our board of trustees may also
consider the size and scope of a portfolio company and its specific strengths
and weaknesses, and may apply discounts or premiums, where and as appropriate,
due to the higher (or lower) financial risk and/or the smaller size of portfolio
companies relative to comparable firms, as well as such other factors as our
board of trustees, in consultation with FS/EIG Advisor and any approved
independent third-party valuation services, if applicable, may consider relevant
in assessing fair value. Generally, the value of our equity interests in public
companies for which market quotations are readily available is based upon the
most recent closing public market price. Portfolio securities that carry certain
restrictions on sale are typically valued at a discount from the public market
value of the security.

When we receive warrants or other equity securities at nominal or no additional
cost in connection with an investment in a debt security, the cost basis in the
investment will be allocated between the debt securities and any such warrants
or other equity securities received at the time of origination. Our board of
trustees subsequently values these warrants or other equity securities received
at their fair value.

Swap contracts typically are valued at their daily prices obtained from an
independent third party. The aggregate settlement values and notional amounts of
the swap contracts are not recorded in the statements of assets and liabilities.
Fluctuations in the value of the swap contracts are recorded in the statements
of assets and liabilities as gross assets and gross liabilities and in the
statements of operations as unrealized appreciation (depreciation) until closed,
when they will be recorded as net realized gain (loss).

The fair values of our investments are determined in good faith by our board of
trustees. Our board of trustees is solely responsible for the valuation of our
portfolio investments at fair value as determined in good faith pursuant to our
valuation policy and consistently applied valuation process. Our board of
trustees has delegated day-to-day responsibility for implementing our valuation
policy to FS/EIG Advisor, and has authorized FS/EIG Advisor to utilize
independent third-party valuation and pricing services that have been approved
by our board of trustees. The valuation committee is responsible for overseeing
FS/EIG Advisor's implementation of the valuation process.

See Note 8 to our unaudited consolidated financial statements included herein for additional information regarding the fair value of our financial instruments.

Contractual obligations


We have entered into an agreement with FS/EIG Advisor to provide us with
investment advisory and administrative services. Payments for investment
advisory services under the FS/EIG investment advisory agreement are equal to
1.75% of the average weekly value of our gross assets and an incentive fee based
on our performance. Base management fees are generally paid on a quarterly basis
in arrears. FS/EIG Advisor is reimbursed for administrative services expenses
incurred on our behalf. See Note 4 to our unaudited consolidated financial
statements included herein for a discussion of this agreement and for the amount
of fees and expenses accrued under this agreement during the six months ended
June 30, 2022 and 2021.

Recently issued accounting standards


In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic
848), or ASU 2020-04, which provides optional expedients and exceptions for
applying GAAP to contracts, hedging relationships, and other transactions
affected by reference rate reform if certain criteria are met. The amendments
apply only to contracts, hedging relationships, and other transactions that
reference LIBOR or another reference rate expected to be discontinued because of
reference rate reform. In January 2021, the FASB issued ASU No. 2021-01,
Reference Rate Reform (Topic 848), or ASU 2021-01, which expanded the scope of
Topic 848 to include derivative instruments impacted by discounting transition.
ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31,
2022. The expedients and exceptions provided by the amendments do not apply to
contract modifications and hedging relationships entered into or evaluated after
December 31, 2022, except for hedging transactions as of December 31, 2022, that
an entity has elected certain optional expedients for and that are retained
through the end of the hedging relationship. We are currently evaluating the
impact of the adoption of ASU 2020-04 and ASU 2021-01 on our consolidated
financial statements.

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