UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 89024 / June 5, 2020 

ADMINISTRATIVE PROCEEDING 

File No. 3-18909

In the Matter of

Fifth Street Management, LLC

Respondent.

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ORDER APPROVING 

APPLICATION OF FUND 

ADMINISTRATOR FOR PAYMENT 

OF FEES AND EXPENSES AND 

APPROVAL OF FUTURE FEES AND 

EXPENSES

On December 3, 2018, the Commission issued an Order Instituting Administrative and 

Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Section 

21C of the Securities Exchange Act of 1934, Sections 203(e) and 203(k) of the Investment 

Advisers Act of 1940, and Section 9(f) of the Investment Company Act of 1940 Making 

Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (the “Order”)1

against Fifth Street Management, LLC (“Fifth Street”). In the Order, the Commission found, 

in relevant part, that, in 2013 and 2014, Fifth Street improperly allocated to Fifth Street’s 

former BDC clients -- Fifth Street Finance Corp. (“FSC”) and Fifth Street Senior Floating 

Rate Corp. (“FSFR”) (collectively, the “BDC Clients”) -- rent and other overhead expenses, 

and certain compensation expenses that Fifth Street should have paid. The Commission 

ordered Fifth Street to pay disgorgement of $1,999,115.86, prejudgment interest of 

$334,545.65, and a civil money penalty of $1,650,000.00, and created a Fair Fund (the “Fair 

Fund”), pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalties, along 

with the disgorgement and prejudgment interest, paid could be distributed to investors harmed 

by the Respondent’s conduct described in the Order. 

Fifth Street has paid in full and the funds have been deposited in an interest-bearing 

account at the U.S. Treasury’s Bureau of Fiscal Service. The Fair Fund, comprised of the 

disgorgement, prejudgment interest, and civil money penalty paid, together with interest,

currently holds approximately $4 million. 

On April 18, 2019, the Commission issued an order appointing Epiq Class Action & 

Claims Solutions, Inc. as the Fund Administrator of the Fair Fund (“Epiq” or “Fund 

Administrator”) and setting the administrator’s bond at $3,983,661.51.

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1 Securities Act Rel. No. 10581 (Dec. 3, 2018). 

2 Order Appointing Fund Administrator and Setting Administrator Bond Amount, Exchange Act Rel. No.85684 

(Apr. 18, 2019). 
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On June 24, 2019, the Secretary, pursuant to delegated authority, published a Notice of 

Proposed Plan of Distribution and Opportunity for Comment,3and simultaneously posted the 

Proposed Plan of Distribution (the “Proposed Plan”), pursuant to Rule 1103 of the 

Commission’s Rules on Fair Fund and Disgorgement Plans (the “Commission’s Rules”).

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The Notice provided a 30-day comment period. The Commission received no comments and 

on August 1, 2019, the Commission issued an order approving the Plan5and simultaneously 

posted the approved Plan.

The Plan contemplates that the Fund Administrator’s fees and expenses will be paid 

from the Fair Fund.6 In accordance with Rule 1105(d) of the Commission’s Rules, 17 C.F.R. 

§ 201.1105(d), the Fund Administrator has submitted to the Commission staff four invoices 

for services rendered from its appointment in April 2019 through January 2020, totaling 

$318,766.00. The Commission staff has reviewed the Fund Administrator’s invoices, 

confirmed that the services have been provided, and finds the fees and expenses of 

$318,766.00 to be reasonable. The Commission staff has requested that the Commission 

authorize the Office of Financial Management (“OFM”) to pay the Fund Administrator’s 

current fees and expenses of $318,766.00 from the Fair Fund. 

Additionally, to expedite and streamline the process for future payments, the 

Commission staff has requested that the Commission authorize OFM, at the direction of the 

Assistant Director of the Office of Distributions, to pay the Fund Administrator’s future fees 

and expenses so long as the total amount paid to the Fund Administrator, including the invoice 

to be paid, does not exceed the total amount of the approved cost proposal submitted by the 

Fund Administrator.

Accordingly, it is hereby ORDERED, pursuant to Rule 1105(d) of the Commission’s 

Rules, 17 C.F.R. § 201.1105(d), that OFM pay the Fund Administrator’s current fees and 

expenses of $318,766.00 from the Fair Fund. Further, OFM is authorized to pay, at the 

direction of the Assistant Director of the Office of Distributions, any future fees and expenses 

of the Fund Administrator from the Fair Fund so long as the total amount paid to the Fund 

Administrator, including the invoice to be paid, does not exceed the total amount of the 

approved cost proposal submitted by the Fund Administrator. 

By the Commission. 

Vanessa A. Countryman

Secretary 

 

3

 Exchange Act Rel. No. 86190 (June 24, 2019).

4

 17 C.F.R. § 201.1103.

5

 Exchange Act Rel. No. 86551 (Aug. 1, 2019).

6 Plan, https://www.sec.gov/litigation/admin/2019/34-86551-dp.pdf, at ¶ 6.