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SEC Company Response from Oaktree Specialty Lending Corp (OCSL) (CIK 0001414932) (OCSL) — Jul 27, 2012

Oaktree Specialty Lending Corp (OCSL) (CIK 0001414932)
Date: July 27, 2012 · CIK: 0001414932 · Accession: 0001193125-12-319281

Offering / Registration Process Regulatory Compliance Financial Reporting

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File numbers found in text: 333-180267

Date
July 27, 2012
Author
Bernard D. Berman
Form
CORRESP
Company
Oaktree Specialty Lending Corp (OCSL) (CIK 0001414932)

Letter

Mr. Kevin Rupert Re: Fifth Street Finance Corp. Pre-Effective Amendment No. 1 to Registration Statement on Form N-2 (File No. 333-180267)

Dear Messrs. Minore and Rupert:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Fifth Street Finance Corp. (the “Company”) respectfully requests acceleration of effectiveness of the above-captioned registration statement (the “Registration Statement”) at 4:00 p.m. on July 27, 2012, or as soon thereafter as possible.

In connection with the submission of the Company’s request for accelerated effectiveness of the above-referenced Registration Statement, the Company hereby acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

should the Securities and Exchange Commission (the “Commission”) or the staff thereof (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

[Remainder of Page Intentionally Left Blank]

FIFTH STREET FINANCE CORP.

By:

/s/ Bernard D. Berman

Bernard D. Berman

President, Chief Compliance Officer and Secretary

Show Raw Text
CORRESP
1
filename1.htm

Acceleration Request

 FIFTH STREET FINANCE CORP.

10 Bank Street, 12th Floor

 White Plains, NY 10606

 (914) 286-6800

July 27, 2012

 U.S. Securities and Exchange
Commission

 450 Fifth Street, N.W.

Washington, DC 20549

Attn:
Mr. Dominic Minore

 Mr. Kevin
Rupert

Re:
Fifth Street Finance Corp.

Pre-Effective Amendment No. 1 to Registration

 Statement on Form N-2 (File No. 333-180267)

 Dear Messrs. Minore and Rupert:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Fifth Street Finance Corp.
(the “Company”) respectfully requests acceleration of effectiveness of the above-captioned registration statement (the “Registration Statement”) at 4:00 p.m. on July 27, 2012, or as soon
thereafter as possible.

 In connection with the submission of the Company’s request for accelerated effectiveness of the
above-referenced Registration Statement, the Company hereby acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 should the Securities and Exchange Commission (the “Commission”) or the staff thereof (the “Staff”),
acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 [Remainder of Page Intentionally Left Blank]

FIFTH STREET FINANCE CORP.

By:

/s/ Bernard D. Berman

 Bernard D. Berman

President, Chief Compliance Officer and Secretary