EX-2.D.5 3 n-2exhibit2d5.htm EXHIBIT 2.D.5 N-2 Exhibit 2.d.5


Exhibit 2.d.5
_____________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)
_______________________________________________________

U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota

55402
(Address of principal executive offices)
(Zip Code)
                        
Monique L. Green
U.S. Bank National Association
1021 East Cary Street, 18th Floor
Richmond, Virginia 23219
(804) 343-1566
(Name, address and telephone number of agent for service)
                                                       
American Capital Senior Floating, Ltd.
(Issuer with respect to the Securities)
Maryland
46-1996220
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 

2 Bethesda Metro Center, 14th Floor
Bethesda, Maryland

20814
(Address of Principal Executive Offices)
(Zip Code)
    
Debt Securities
(Title of the Indenture Securities)









FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a)
Name and address of each examining or supervising authority to which it is subject.
Comptroller of the Currency
Washington, D.C.

b)    Whether it is authorized to exercise corporate trust powers.
Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.
None

Items 3-15
Items 3-15 are not applicable because, to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.
    
Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3.    A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4.    A copy of the existing bylaws of the Trustee.**
 
5.    A copy of each Indenture referred to in Item 4. Not applicable.

6.    The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7.    Report of Condition of the Trustee as of March 31, 2015 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.
        
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on Form S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on Form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.
    


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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Richmond, State of Virginia on the 30th of June, 2015.

By:    /s/ Monique L. Green        
Monique L. Green    
Vice President







































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Exhibit 2




4



Exhibit 3


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Exhibit 6

CONSENT

    
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.


Dated: June 30, 2015


By:    /s/ Monique L. Green        
Monique L. Green    
Vice President





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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 3/31/2015

($000’s)

3/31/2015
Assets
Cash and Balances Due From         $ 14,048,386
Depository Institutions
Securities        101,980,067
Federal Funds        48,958
Loans & Lease Financing Receivables         248,152,881
Fixed Assets         4,794,618
Intangible Assets        12,898,132
Other Assets         23,440,131
Total Assets         $405,363,173

Liabilities
Deposits        $297,444,787
Fed Funds        1,856,185
Treasury Demand Notes        0
Trading Liabilities         1,179,175
Other Borrowed Money        46,898,693
Acceptances        0
Subordinated Notes and Debentures        3,650,000
Other Liabilities        12,682,543
Total Liabilities        $363,711,383

Equity
Common and Preferred Stock        18,200
Surplus        14,266,400
Undivided Profits        26,511,651
Minority Interest in Subsidiaries        855,539
Total Equity Capital        $41,651,790

Total Liabilities and Equity Capital        $405,363,173

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