UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-6F

 

NOTICE OF INTENT TO ELECT TO BE SUBJECT TO SECTIONS 55 THROUGH 65 OF THE INVESTMENT COMPANY ACT OF 1940

 

                The undersigned hereby notifies the Securities and Exchange Commission that it intends to file a notification of election to be subject to sections 55 through 65 of the Investment Company Act of 1940, (the “Act”) and in connection with such notice submits the following information:

 

Name:	Fifth Street Finance Corp.
Address of Principal Business Office:	White Plains Plaza
	445 Hamilton Avenue, Suite 1206
	White Plains, NY 10601
Telephone Number:	(914) 286-6800
Name and Address of Agent	Leonard M. Tannenbaum
For Service of Process:	Fifth Street Finance Corp.
	White Plains Plaza
	445 Hamilton Avenue, Suite 1206
	White Plains, NY 10601

 

The undersigned hereby notifies the Securities and Exchange Commission that it intends to file a notification of election to be subject to sections 55 through 65 of the Act within ninety days of this filing.  The company would be excluded from the definition of an investment company by section 3(c)(1) of the Act, except that it presently proposes to make a public offering of its securities as a business development company.

 

SIGNATURE

 

                Pursuant to the requirements of section 6(f) of the Act, the undersigned company has caused this notice of intent to elect to be subject to sections 55 through 65 of the Act pursuant to section 54(a) of the Act to be duly executed on its behalf in the city of White Plains and the State of New York on the 12th day of October, 2007.

 

		Fifth Street Finance Corp.
		By:	/s/ Leonard M. Tannenbaum
			Name: Leonard M. Tannenbaum
			Title: Chief Executive Officer
		Attest:	/s/ William H. Craig
			Name: William H. Craig
			Title: Chief Financial Officer