71744 Federal Register / Vol. 75, No. 226 / Wednesday, November 24, 2010 / Notices 

Estimated time per response: 10 

minutes. 

Frequency of response: On occasion. 

Estimated total annual burden hours: 

80. 

Abstract: Submission of requests on a 

form is necessary to handle in a timely 

fashion the volume of requests received 

for these records and the need to obtain 

specific information from the researcher 

to search for the records sought. The 

records, called Alien Files, or A–Files, 

contain all records of any active case of 

an alien not yet naturalized as they 

passed through the United States 

immigration and inspection process. 

You can also use Order Online! 

(http://www.archives.gov/research_

room/obtain_copies/military_and_

genealogy_order_forms.html) to 

complete the forms and order the 

copies. 

Dated: November 17, 2010. 

Charles K. Piercy, 

Acting Assistant Archivist for Information 

Services. 

[FR Doc. 2010–29659 Filed 11–23–10; 8:45 am] 

BILLING CODE 7515–01–P 

NATIONAL ARCHIVES AND RECORDS 

ADMINISTRATION 

Founding Fathers Advisory Committee 

(FFAC) 

AGENCY: National Archives and Records 

Administration. 

ACTION: Notice of meeting. 

SUMMARY: In accordance with the 

Federal Advisory Committee Act, as 

amended (5 U.S.C. Appendix 2), and the 

Presidential Historical Records 

Preservation Act of 2008 (Pub. L. 110– 

404), the National Archives and Records 

Administration (NARA) announces the 

inaugural meeting of the Founding 

Fathers Advisory Committee. The 

Committee will advise the Archivist of 

the United States on the progress of the 

Founding Fathers editorial projects 

funded by the National Historical 

Publications and Records Commission 

(NHPRC), the grant making arm of the 

National Archives. The meeting will 

discuss the goals and purposes of the 

committee, how it will proceed with its 

work, and anticipated future 

accomplishments. 

DATES: The meeting will be held on 

Monday, December 13, 2010 from 2 p.m. 

to 3:30 p.m. 

ADDRESSES: National Archives and 

Records Administration, 700 

Pennsylvania Avenue, NW., Archivist’s 

Board Room, Room 119, Washington, 

DC 20408. 

SUPPLEMENTARY INFORMATION: This 

meeting will be open to the public. 

However, due to space limitations and 

access procedures, the name, email 

address, and telephone number of 

individuals planning to attend must be 

submitted to the National Archives no 

later than Tuesday, December 7. NARA 

staff will provide additional instructions 

for gaining access to the location of the 

meeting. Please RSVP to: 

christine.dunham@nara.gov or (202) 

357–5094. 

FOR FURTHER INFORMATION CONTACT: 

Kathleen Williams, Executive Director 

of the NHPRC, National Archives 

Building, 700 Pennsylvania Avenue, 

NW., Room 106, Washington, DC 20408, 

telephone number: (202) 357–5010, or at 

kathleen.williams@nara.gov. 

Dated: November 17, 2010. 

Mary Ann Hadyka, 

Committee Management Officer. 

[FR Doc. 2010–29661 Filed 11–23–10; 8:45 am] 

BILLING CODE 7515–01–P 

NUCLEAR REGULATORY 

COMMISSION 

[NRC–2010–0361] 

Toshiba Corporation Power Systems 

Company Notice of Receipt and 

Availability of an Application for 

Renewal of the U.S. Advanced Boiling 

Water Reactor Design Certification 

On November 2, 2010, Toshiba 

Corporation Power Systems Company 

(Toshiba) filed with the U.S. Nuclear 

Regulatory Commission (NRC, the 

Commission) pursuant to title 10 of the 

Code of Federal Regulations (10 CFR) 

part 52, ‘‘Licenses, Certifications, and 

Approvals for Nuclear Power Plants,’’ an 

application for a design certification 

(DC) renewal for the U.S. Advanced 

Boiling Water Reactor (ABWR). 

An applicant may seek a DC Renewal 

in accordance with subpart B of 10 CFR 

part 52. The application was submitted 

in accordance with the requirements of 

10 CFR 52.57(a). The information 

submitted by the applicant includes: 

Requests that the U.S. ABWR design 

certification be amended pursuant to 10 

CFR 52.59(c); an aircraft impact 

assessment amendment pursuant to 10 

CFR 50.150; and an environmental 

report pursuant to 10 CFR 52.47(b)(2) 

and 10 CFR 51.55(b). 

Subsequent Federal Register notices 

will address the acceptability of the 

tendered DC Renewal application for 

docketing and provisions for 

participation of the public in the DC 

Renewal review process. 

A copy of the application is available 

for public inspection at the 

Commission’s Public Document Room 

(PDR), located at One White Flint North, 

Public File Area O1–F21, 11555 

Rockville Pike (first floor), Rockville, 

Maryland, and via the Agencywide 

Documents Access and Management 

System (ADAMS) Public Electronic 

Reading Room on the Internet at the 

NRC Web site, http://www.nrc.gov/ 

reading-rm/adams.html. The accession 

numbers for the application are 

ML103080158 and ML103080513. 

Future publicly available documents 

related to the application will also be 

posted in ADAMS. Persons who do not 

have access to ADAMS, or who 

encounter problems in accessing the 

documents located in ADAMS, should 

contact the NRC Public Document Room 

staff by telephone at 1–800–397–4209 or 

301–415–4737, or by e-mail to 

pdr.resource@nrc.gov. The application 

is also available at http://www.nrc.gov/ 

reactors/new-reactors/design-cert.html. 

Dated at Rockville, Maryland, this 18th day 

of November 2010. 

For the Nuclear Regulatory Commission. 

David Misenhimer, 

Project Manager, BWR Projects Branch, 

Division of New Reactor Licensing, Office of 

New Reactors. 

[FR Doc. 2010–29610 Filed 11–23–10; 8:45 am] 

BILLING CODE 7590–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

29500; 812–13698] 

Fifth Street Finance Corp., et al.; 

Notice of Application 

November 18, 2010. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application for an 

order under section 6(c) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) for an exemption from sections 

18(a), 55(a), and 61(a) of the Act. 

SUMMARY OF THE APPLICATION: 

Applicants request an order to permit: 

(1) A business development company to 

look to the assets of its wholly-owned 

subsidiaries, rather than the business 

development company’s interest in the 

subsidiaries themselves, in determining 

whether the business development 

company meets certain requirements for 

business development companies under 

the Act, and (2) the business 

development company to adhere to a 

modified asset coverage requirement. 

WReier-Aviles on DSKGBLS3C1PROD with NOTICES

Federal Register / Vol. 75, No. 226 / Wednesday, November 24, 2010 / Notices 71745 

1Applicants represent that these Blocker 

Subsidiaries are a lawful method of tax planning 

under the Internal Revenue Code and are frequently 

used by companies seeking to elect to be treated as 

regulated investment companies. Fifth Street has 

obtained an opinion from tax counsel from the firm 

of Sutherland Asbill & Brennan LLP confirming the 

appropriateness of this structure. 

2For the purposes of Section 2(a)(48)(B), Fifth 

Street will treat securities held by the Subsidiaries 

as if they were held directly by Fifth Street. 

APPLICANTS: Fifth Street Finance Corp. 

(‘‘Fifth Street’’), Fifth Street Management 

LLC, Fifth Street Mezzanine Partners IV, 

L.P., FSMP IV GP, LLC, FSF/MP 

Holdings, Inc., FSFC Holdings, Inc., 

Fifth Street Funding, LLC and Fifth 

Street Fund of Funds LLC. 

FILING DATES: The application was filed 

on September 9, 2009, and amended on 

February 18, 2010, and November 15, 

2010. 

HEARING OR NOTIFICATION OF HEARING: 

An order granting the application will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on December 13, 2010, and 

should be accompanied by proof of 

service on the Applicants, in the form 

of an affidavit or, for lawyers, a 

certificate of service. Hearing requests 

should state the nature of the writer’s 

interest, the reason for the request, and 

the issues contested. Persons who wish 

to be notified of a hearing may request 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F 

Street, NE., Washington, DC 20549– 

1090. Applicants, 10 Bank Street, 12th 

Floor, White Plains, New York 10606. 

FOR FURTHER INFORMATION CONTACT: 

Emerson S. Davis, Senior Counsel, at 

(202) 551–6868, or Janet M. Grossnickle, 

Assistant Director, at (202) 551–6821 

(Division of Investment Management, 

Office of Investment Company 

Regulation). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

Web site by searching for the file 

number, or an applicant using the 

Company name box, at http:// 

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Applicants’ Representations 

1. Fifth Street, a Delaware 

corporation, is an externally managed, 

non-diversified, closed-end investment 

company that has elected to be 

regulated as a business development 

company (‘‘BDC’’) under the Act. Fifth 

Street is a specialty finance company 

that provides capital and advisory 

services to small and mid-size 

companies throughout the United 

States. 

2. Fifth Street conducts, and expects 

to continue to conduct, a portion of its 

business through its current and future 

subsidiaries operating in the manner 

described in the application, all of 

whose equity securities are owned or 

will be owned directly or indirectly by 

Fifth Street and that are consolidated by 

Fifth Street for financial reporting 

purposes (each, a ‘‘Subsidiary’’). Fifth 

Street currently has six Subsidiaries, 

Fifth Street Mezzanine Partners IV, L.P. 

(the ‘‘SBIC Subsidiary’’), its general 

partner, FSMP IV GP, LLC (the ‘‘SBIC 

GP’’), FSF/MP Holdings, Inc., FSFC 

Holdings, Inc., and Fifth Street Fund of 

Funds LLC (together with FSF/MP 

Holdings, Inc. and SFC Holdings, Inc., 

the ‘‘Blocker Subsidiaries’’), and Fifth 

Street Funding, LLC (the ‘‘Financing 

Subsidiary’’). 

3. The SBIC Subsidiary, a Delaware 

limited partnership, is a small business 

investment company (‘‘SBIC’’) licensed 

under the Small Business 

Administration (‘‘SBA’’) to operate 

under the Small Business Investment 

Act of 1958 (‘‘SBIA’’). The SBIC 

Subsidiary relies on section 3(c)(7) of 

the Act. The SBIC GP, a Delaware 

limited liability company, is the sole 

general partner of the SBIC Subsidiary. 

Fifth Street is the SBIC GP’s sole 

member and owner. The SBIC GP is the 

sole general partner of the SBIC 

Subsidiary, and Fifth Street is the sole 

limited partner of the SBIC Subsidiary. 

4. Fifth Street intends to operate the 

SBIC Subsidiary through the SBIC GP 

for the same investment purposes as 

Fifth Street, and the SBIC Subsidiary 

will invest in the same kinds of 

securities as Fifth Street. The operations 

of both the SBIC Subsidiary and the 

SBIC GP will be consolidated with those 

of Fifth Street for financial reporting 

purposes. The assets of the SBIC 

Subsidiary and the SBIC GP are 

recorded on Fifth Street’s balance sheet, 

and thus are considered assets of Fifth 

Street for U.S. generally accepted 

accounting principles purposes. 

5. The Financing Subsidiary, a 

Delaware limited liability company, is a 

wholly-owned subsidiary through 

which Fifth Street established a credit 

facility for its on-balance sheet 

borrowings. It is excluded from the 

definition of investment company under 

Section 3(c)(7) of the Act. The sole 

purpose of the Financing Subsidiary is 

to provide a legally separate entity to 

hold investments as collateral 

supporting Fifth Street’s financings. 

Fifth Street solely controls the 

operations of the Financing Subsidiary, 

including the acquisition and 

disposition of assets by the Financing 

Subsidiary. 

6. Fifth Street utilizes wholly-owned 

subsidiaries, the Blocker Subsidiaries, to 

hold interests in certain of Fifth Street’s 

portfolio companies. The Blocker 

Subsidiaries are excluded from the 

definition of investment company under 

section 3(c)(7) of the Act. The Blocker 

Subsidiaries are structured as Delaware 

corporations or limited liability 

companies and hold certain investment 

assets that are structured as passthrough tax entities in order to allow 

Fifth Street to continue to qualify as a 

regulated investment company for tax 

purposes.1

7. The Financing Subsidiary and the 

Blocker Subsidiaries are not operating 

companies and do not have any 

employees. The Financing Subsidiary 

and the Blocker Subsidiaries exist solely 

for the benefit of Fifth Street and do not 

provide any services to any other 

company. Fifth Street makes and will 

continue to make available significant 

managerial assistance to the issuers of 

securities held by the Financing and 

Blocker Subsidiaries to the extent 

required by section 2(a)(48)(B).2

Applicants’ Legal Analysis 

A. Relief for Fifth Street To Deem Assets 

Held by Its Subsidiaries To Be Owned by 

Fifth Street for Purposes of Determining 

Its Compliance With Section 55(a) of the 

Act 

1. Section 2(a)(48) of the Act generally 

defines a BDC to be any closed-end 

investment company that operates for 

the purpose of making investments in 

securities described in section 55(a)(1) 

through (3) of the Act and makes 

available significant managerial 

assistance with respect to the issuers of 

these securities. Section 55(a) of the Act 

requires a BDC to have at least 70 

percent of its assets invested in assets 

described in sections 55(a)(1) through 

(7) (‘‘Qualifying Assets’’). Qualifying 

Assets generally include securities 

issued by eligible portfolio companies 

as defined in section 2(a)(46) of the Act. 

Section 2(a)(46)(B) generally excludes 

from the definition of an eligible 

portfolio company an investment 

company, as defined under section 3 of 

the Act, and a company that would be 

an investment company but for the 

exclusion from the definition of 

investment company in section 3(c) of 

the Act. 

WReier-Aviles on DSKGBLS3C1PROD with NOTICES

71746 Federal Register / Vol. 75, No. 226 / Wednesday, November 24, 2010 / Notices 

2. Section 6(c) of the Act, in relevant 

part, permits the Commission to exempt 

any transaction or class of transactions 

from any provision of the Act if, and to 

the extent that, such exemption is 

necessary or appropriate in the public 

interest and consistent with the 

protection of investors and the purposes 

fairly intended by the policy and 

provisions of the Act. Applicants 

request an order pursuant to section 6(c) 

to allow Fifth Street to deem the assets 

of its current and future Subsidiaries as 

its own assets for purposes of 

determining its compliance with section 

55(a). 

3. Applicants state that each 

Subsidiary will be formed as a limited 

liability company (‘‘LLC’’), a corporation 

(‘‘Corporation’’) or a partnership 

(‘‘Partnership’’). Fifth Street and/or one 

or more other Subsidiaries at all times 

will be the only members of each 

Subsidiary that is an LLC and will 

collectively hold all of the ownership 

interests in the LLC Subsidiary. No LLC 

Subsidiary will admit any person other 

than Fifth Street or another Subsidiary 

as a member, and no LLC Subsidiary 

will issue interests other than to Fifth 

Street or another Subsidiary. Fifth Street 

and/or one or more other Subsidiaries at 

all times will own and hold all of the 

outstanding equity interests in each 

Subsidiary that is formed as a 

Corporation. Fifth Street and/or one or 

more other Subsidiaries will at all times 

be the sole limited partner of any 

Subsidiary that is formed as a 

Partnership and the sole owner of such 

Subsidiary’s general partner. Applicants 

also state that since Fifth Street, directly 

or indirectly through another 

Subsidiary, owns or would own the 

entire equity interest in any current and 

future Subsidiaries, any activity carried 

on by them will, in all material respects, 

have the same economic effect on Fifth 

Street’s stockholders as if carried on 

directly by Fifth Street. 

B. Relief for the Company To Adhere to 

a Modified Asset Coverage Requirement 

1. Applicants request an exemption 

pursuant to section 6(c) of the Act from 

the provisions of sections 18(a) and 

61(a) of the Act to permit Fifth Street to 

adhere to a modified asset coverage 

requirement. 

2. Section 18(a) of the Act prohibits a 

registered closed-end investment 

company from issuing any class of 

senior security or selling any such 

security of which it is the issuer unless 

the company complies with the asset 

coverage requirements set forth in that 

section. Section 61(a) of the Act makes 

section 18 applicable to BDCs, with 

certain modifications. Section 18(k) 

exempts an investment company 

operating as an SBIC from the asset 

coverage requirements for senior 

securities representing indebtedness 

that are contained in section 18(a)(1)(A) 

and (B). 

3. Applicants state that a question 

exists as to whether Fifth Street must 

comply with the asset coverage 

requirements of section 18(a) (as 

modified by section 61(a)) solely on an 

individual basis or whether Fifth Street 

must also comply with the asset 

coverage requirements on a 

consolidated basis because Fifth Street 

may be deemed to be an indirect issuer 

of any class of senior security issued by 

the SBIC Subsidiary. Applicants state 

that they wish to treat the SBIC 

Subsidiary as if it were a BDC subject to 

sections 18 and 61 of the Act. 

Applicants state that companies 

operating under the SBIA, such as the 

SBIC Subsidiary, will be subject to the 

SBA’s substantial regulation of 

permissible leverage in its capital 

structure. 

4. Section 6(c) of the Act, in relevant 

part, permits the Commission to exempt 

any transaction or class of transactions 

from any provision of the Act if and to 

the extent that such exemption is 

necessary or appropriate in the public 

interest and consistent with the 

protection of investors and the purposes 

fairly intended by the policy and 

provisions of the Act. Applicants state 

that the requested relief satisfies the 

section 6(c) standard. Applicants 

contend that, since the SBIC Subsidiary 

would be entitled to rely on section 

18(k) if it was a BDC itself, there is no 

policy reason to deny the benefit of that 

exemption to Fifth Street. 

Applicants’ Conditions 

Applicants agree that the order 

granting the requested relief will be 

subject to the following conditions: 

Relief From Section 55(a) 

1. Each Subsidiary will be formed as 

a LLC, a Corporation or a Partnership. 

Fifth Street and/or one or more other 

Subsidiaries at all times will be the only 

members of each Subsidiary that is an 

LLC and will collectively hold all of the 

ownership interests in the LLC 

Subsidiary. No LLC Subsidiary will 

admit any person other than Fifth Street 

or another Subsidiary as a member, and 

no LLC Subsidiary will issue interests 

other than to Fifth Street or another 

Subsidiary. Fifth Street and/or one or 

more other Subsidiaries at all times will 

own and hold all of the outstanding 

equity interests in each Subsidiary that 

is formed as a Corporation. Fifth Street 

and/or one or more other Subsidiaries 

will at all times be the sole limited 

partner of any Subsidiary that is formed 

as a Partnership and the sole owner of 

such Subsidiary’s general partner. 

2. The existing Subsidiaries, and any 

future Subsidiaries, may not acquire any 

asset if the acquisition would cause 

Fifth Street to violate section 55(a). 

3. No person shall serve or act as 

investment adviser to a Subsidiary 

unless the board of directors and 

stockholders of Fifth Street shall have 

taken the action with respect thereto 

also required to be taken by the board 

of directors of the Subsidiary and 

stockholders of the Subsidiary as if the 

Subsidiary were a BDC. 

Relief From Section 18(a) 

4. Fifth Street will not issue or sell 

any senior security and Fifth Street will 

not cause or permit the SBIC Subsidiary 

to issue or sell any senior security of 

which Fifth Street or the SBIC 

Subsidiary is the issuer except to the 

extent permitted by section 18 (as 

modified for BDCs by section 61); 

provided that immediately after 

issuance or sale by any of Fifth Street 

or the SBIC Subsidiary of any such 

senior security, Fifth Street individually 

and on a consolidated basis, shall have 

the asset coverage required by section 

18(a) (as modified by section 61(a)), 

except that, in determining whether 

Fifth Street on a consolidated basis has 

the asset coverage required by section 

18(a) (as modified by section 61(a)), any 

senior securities representing 

indebtedness of the SBIC Subsidiary 

shall not be considered senior securities 

and, for purposes of the definition of 

‘‘asset coverage’’ in section 18(h), will be 

treated as indebtedness not represented 

by senior securities. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–29559 Filed 11–23–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

29501; File No. 812–13774] 

ETSpreads, LLC, et al.; Notice of 

Application 

November 18, 2010. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application for an 

order under section 6(c) of the 

Investment Company Act of 1940 (the 

WReier-Aviles on DSKGBLS3C1PROD with NOTICES