SecProbe.io

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 CORRESP

 William J. Tuttle, P.C.
 To Call Writer Directly: +1 202 389 3350
 william.tuttle@kirkland.com

 1301 Pennsylvania Avenue, N.W.
 Washington, D.C. 20004 United
States +1 202 389 5000
 www.kirkland.com

 Facsimile: +1 202 389 5200
 January 27, 2026
 By EDGAR United States Securities and Exchange Commission
 Division of Investment Management 100 F Street, N.E.
 Washington, D.C. 20549 Attn: Nicolina McCarthy

 Re:
 Oaktree Specialty Lending Corporation Annual Report on Form 10-K for
the fiscal year ended September 30, 2025

 File
 Nos. 814-00755, 1-33901
 Dear Ladies and Gentlemen: On behalf of
Oaktree Specialty Lending Corporation, a Delaware corporation (the “ Fund ”), we hereby respond to the comments raised by the staff (the “ Staff ”) of the Securities and Exchange Commission (the
“ Commission ”) regarding the Fund’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed on November 18, 2025, in a call on January 16, 2026
between Nicolina McCarthy of the Staff and William J. Tuttle and Erin M. Lett of Kirkland & Ellis LLP, outside counsel to the Fund. For your convenience, a transcription of the Staff’s comments is included in this letter, with each
comment followed by the Fund’s response.

 1.
 Please describe the active markets referenced as a basis for determining a Level 1 fair value
measurement categorization attributed to cash equivalents. In your response, please confirm if cross-trades were executed in any of these securities during the relevant period pursuant to Rule 17a-7 of the
Investment Company Act of 1940, as amended. Response: The Fund’s cash equivalents as of September 30, 2025
consisted of an investment in a single money market fund. In future filings, the Fund will identify the active markets used as a basis for determining that its cash equivalents are categorized as Level 1. The Fund, as well as other funds that
are managed by an affiliate of the Fund’s investment adviser, actively transact in these money market funds on a daily basis. The Fund does not engage in cross-trades pursuant to Rule 17a-7 of the
Investment Company Act of 1940, as amended.
 Austin Bay Area
Beijing Boston Brussels Chicago Dallas Frankfurt Hong Kong Houston London Los Angeles Miami Munich New York Paris Philadelphia Riyadh Salt Lake City Shanghai

 United States Securities and Exchange Commission
 January 27, 2026 Page 2

 2.
 The Staff noted that there are type-setting errors within the schedules of investments related to footnote
10 and 22 not being attached. Please see page 104 and 105 and address going forward. Response: The Fund respectfully submits
that it will confirm the usage of all footnotes in the schedule of investments in its future filings. * * * * * * *
 If you have any questions, please feel free to contact the undersigned by telephone at 202.389.3350 (or by email at william.tuttle@kirkland.com) or Erin M.
Lett by telephone at 202.389.3353 (or by email at erin.lett@kirkland.com). Thank you for your cooperation and attention to this matter.

 Sincerely,

 /s/ William J. Tuttle, P.C.

 William J. Tuttle, P.C.

 cc:
 Mary Gallegly, Oaktree Specialty Lending Corporation
 Erin M. Lett, Kirkland & Ellis LLP

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1301 Pennsylvania Avenue, N.W.

Washington, D.C. 20004

William J. Tuttle

United States

To Call Writer Directly:

Facsimile:

+1 202 389 3350

+1 202 389 5000

+1 202 389 5200

william.tuttle@kirkland.com

www.kirkland.com

 January 31, 2023

By EDGAR

 United States Securities and Exchange Commission

Division of Investment Management

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Ashley Vroman-Lee

Re:
 Oaktree Specialty Lending Corporation

 Preliminary Proxy Statement on Schedule 14A

Dear Ladies and Gentlemen:

 On behalf of Oaktree Specialty
Lending Corporation, a Delaware corporation (the “Company”), we hereby respond to the comment raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding
the Company’s Preliminary Proxy Statement on Schedule 14A, filed on January 24, 2023 (filed on July 14, 2017 (File No. 814-00755), in a telephone call on January 27, 2023 between
Ashley Vroman-Lee of the Staff and William J. Tuttle of Kirkland & Ellis LLP, outside counsel to the Company. For your convenience, a transcription of the Staff’s comment is included in this letter, with the comment followed by the
Company’s response.

 Austin    Bay
Area    Beijing    Boston    Brussels    Chicago    Dallas    Hong
Kong    Houston    London    Los Angeles    Munich    New York    Paris    Salt Lake
City    Shanghai

 United States Securities and Exchange Commission

January 31, 2023

  Page
 2

 1. We note the disclosure in footnote 4 to the beneficial ownership table. What is the voting agreement
referring to and what are its material terms? Could this raise any concerns under Section 57(d) of the 1940 Act? What is the relationship of Oaktree Capital Management, L.P. (“OCM”) to the Company? Is Mr. Tannenbaum an
affiliated person of the Company?

 Response:

 As
disclosed in the Schedule 13D filed by OCM and certain of its affiliates on July 21, 2017, on July 13, 2017, Fifth Street Holdings, L.P., Leonard M. Tannenbaum, the Leonard M. Tannenbaum Foundation, the Tannenbaum Family 2012 Trust and 777
West Putnam Avenue LLC (collectively, the “Stockholders”) entered into a voting agreement with OCM pursuant to which each of the Stockholders agreed to vote their shares of the Company’s common stock at the direction of OCM.
Subject to a right of first refusal for the benefit of OCM, a Stockholder may transfer shares of the Company’s common stock to third parties, subject to certain volume restrictions under certain circumstances. The voting agreement will
terminate upon the earliest of OCM or one of its affiliates no longer advising the Company and, with respect to any Stockholder, when such Stockholder no longer owns shares of the Company’s common stock.

The Company respectfully submits that it is not a party to the voting agreement, nor does the arrangement relate to any purchases or sales of any the
Company’s securities from/to the Company. As a result, the Company does not believe that the arrangement raises any concerns under Section 57(d) of the 1940 Act.

As disclosed in the Company’s Exchange Act reports, OCM served as the investment adviser to the Company from October 17, 2017 through May 4,
2020, on which date OCM effected the novation of the then-current investment advisory agreement to Oaktree Fund Advisors, LLC. As of the date hereof, OCM and Oaktree Fund Advisors, LLC remain under common control.

As of the record date, Mr. Tannenbaum was an affiliated person of the Company within the meaning of Section 2(a)(3) of the 1940 Act by virtue of
owning more than five percent of the Company’s outstanding voting securities. Subsequent to the record date, however, the Company notes that Mr. Tannenbaum’s beneficial ownership has fallen to less than five percent of the
Company’s outstanding voting securities, and he has ceased to be an affiliated person within the meaning of Section 2(a)(3) of the 1940 Act.

* * * * * * *

 United States Securities and Exchange Commission

January 31, 2023

  Page
 3

 If you have any questions, please feel free to contact the undersigned by telephone at 202.389.3350 (or by
email at william.tuttle@kirkland.com) or Erin M. Lett by telephone at 202.389.3353 (or by email at erin.lett@kirkland.com). Thank you for your cooperation and attention to this matter.

Sincerely,

 /s/ William J. Tuttle

William J. Tuttle

cc:
 Mary Gallegly, Oaktree Specialty Lending Corporation

Christopher McKown, Oaktree Specialty Lending Corporation

Mathew Pendo, Oaktree Specialty Lending Corporation

Erin M. Lett, Kirkland & Ellis LLP

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 William J. Tuttle

To Call Writer Directly:

 +1 202 389
3350

 william.tuttle@kirkland.com

 1301 Pennsylvania Avenue, N.W.

Washington, D.C. 20004

 United
States

 +1 202 389 5000

 www.kirkland.com

 Facsimile:

+1 202 389 5200

 January 24, 2023

 By EDGAR

 United States Securities and Exchange Commission

 Division
of Investment Management

 100 F Street, N.E.

 Washington,
D.C. 20549

Re:
 Oaktree Specialty Lending Corporation

Preliminary Proxy Statement on Schedule 14A

Ladies and Gentlemen,

 Oaktree Specialty Lending Corporation, a
Delaware corporation (the “Company”), has today filed with the Securities and Exchange Commission a preliminary proxy statement on Schedule 14A pursuant to the rules and regulations of the Securities Exchange Act of 1934, as
amended.

 We note that the Company intends to mail copies of the definitive proxy statement for the special meeting of stockholders, together with a
notice of special meeting of stockholders and proxy card, to its stockholders on or about February 6, 2023.

 * * * * * * *

If you have any questions, please feel free to contact the undersigned by telephone at 202.389.3350 (or by email at william.tuttle@kirkland.com) or Erin Lett
by telephone at 202.389.3353 (or by email at erin.lett@kirkland.com). Thank you for your cooperation and attention to this matter.

 Sincerely,

/s/ William J. Tuttle

 William J. Tuttle

cc:
 Erin Lett, Kirkland & Ellis LLP

Austin  Bay Area  Beijing  Boston  Brussels  Chicago  Dallas
Hong Kong  Houston  London  Los Angeles  Munich  New York  Paris  Salt Lake City  Shanghai

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Proskauer Rose LLP 1001 Pennsylvania Avenue, NW Suite 600 South Washington, DC 20004-2533

 January 19, 2021

By EDGAR

 William J. Tuttle

 Partner

d +1.202.416.6860

 f +1.202.416.6899

WTuttle@proskauer.com

 www.proskauer.com

 U.S. Securities and Exchange Commission

Division of Investment Management

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Ashley K. Vroman-Lee and Jeffrey
Long

Re:
 Oaktree Specialty Lending Corporation

Registration Statement on Form N-14, File No. 333-250891

 Ladies and Gentlemen,

 On behalf of Oaktree Specialty
Lending Corporation, a Delaware corporation (“OCSL”), we hereby respond to the comments raised by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) regarding
OCSL’s Registration Statement on Form N-14, File No. 333-250891 (the “Registration Statement”) in telephone conversations on December 21,
2020 between Jeffrey Long of the Staff and William J. Tuttle of Proskauer Rose LLP, outside counsel to OCSL, and on December 22, 2020 between Ashley Vroman-Lee of the Staff and Mr. Tuttle. For your convenience, a transcription of the
Staff’s comments is included in this letter, and each comment is followed by the applicable response. Except as provided in this letter, terms used in this letter have the meanings given to them in the Registration Statement.

Legal Comments

1.
 Please provide clear directions with respect to the logistical details of the virtual meetings, including
how OCSL Stockholders and OCSI Stockholders can remotely access, participate in and vote during the virtual meetings.

 Response:

 OCSL respectfully submits that information regarding how to find the logistical details of the virtual meeting (including how OCSL Stockholders and
OCSI Stockholders can remotely access, participate in and vote during the virtual meetings) is included on pages 2 and 3 of the joint proxy statement/prospectus included in the Registration Statement. In addition, OCSL has revised the notice to each
Company’s stockholders to include a cross-reference to such information.

 Beijing | Boca Raton | Boston | Chicago | Hong Kong | London
| Los Angeles | New Orleans | New York | Paris | São Paulo | Washington, DC

 Ashley Vroman-Lee

 Jeffrey
Long

 January 19, 2021

  Page
 2

2.
 On page 4 of the Registration Statement, under the subheading “How do I vote shares of OCSL Common
Stock or OCSI Common Stock held through a broker, bank, trustee or nominee?”, please include disclosure regarding how broker non-votes will be treated.

Response:

 As requested, OCSL has revised the disclosure
under the subheading “How do I vote shares of OCSL Common Stock or OCSI Common Stock held through a broker, bank, trustee or nominee?” to add disclosure regarding how broker non-votes will be treated
with respect to each proposal.

3.
 We note the disclosure on page 6 regarding proxy materials being available electronically. Under paragraph
(m) of Rule 14a-16, notice and access cannot be used to provide proxy solicitation materials in connection with a business combination transaction. Confirm that the required proxy materials will be mailed to OCSL Stockholders and OCSI
Stockholders.

 Response:

 OCSL
confirms that the required proxy materials will be mailed to OCSL Stockholders and OCSI Stockholders, as applicable. However, OCSL and OCSI are also making proxy materials available electronically as a convenience to their respective stockholders.

4.
 Under the subheading “How does OCSL’s investment objective and strategy differ from
OCSI’s?” on page 9, please briefly compare the risks of an investment in OCSL and OCSI, including any material differences in such risks.

Response:

 As requested, OCSL has revised the disclosure
under the subheading “How does OCSL’s investment objective and strategy differ from OCSI’s?” to add a brief comparison of the risks of an investment in OCSL and OCSI, including any material difference in such risks.

5.
 Please add appropriate disclosure if either OCSL or OCSI will be required to reposition its portfolio prior
to the Mergers.

 Response:

OCSL respectfully submits that neither OCSL nor OCSI is or will be required to reposition its portfolio prior to completion of the Mergers.

 Ashley Vroman-Lee

 Jeffrey
Long

 January 19, 2021

  Page
 3

6.
 Under the heading “Questions and Answers About the Stockholder Meetings and the
Proposals—Questions and Answers about the Mergers”, please add the following questions and include a “yes” or “no” answer in the response to each:

“If I’m an OCSL Stockholder, will my expenses increase as a result of the Merger without a waiver or reimbursement?”

 “If I’m an OCSI Stockholder, will my expenses increase as a result of the Merger without a waiver or
reimbursement?”

 Response:

 As requested,
OCSL has revised the disclosure under the heading “Questions and Answers About the Stockholder Meetings and the Proposals—Questions and Answers about the Mergers” to add the requested questions and answers.

7.
 Please include disclosure regarding the effect of the Mergers on the management fee payable by the combined
entity absent any waivers.

 Response:

As requested, OCSL has revised the disclosure under the subheading “How will the Mergers affect the management fee payable by OCSL post-Closing?” to
include the effect of the Mergers on the management fee payable by the combined entity absent any waivers.

 OCSL supplementally notes to the Staff that
absent any waivers, OCSL’s contractual management fee will remain unchanged after the Mergers. OCSL’s base management fee will continue to be calculated at an annual rate of 1.50% of OCSL’s total gross assets at the end of each
quarter, including any investments made with borrowings, but excluding cash and cash equivalents; provided, however, OCSL’s base management fee will be calculated at an annual rate of 1.00% of the value of OCSL’s total gross assets,
including any investments made with borrowings, but excluding cash and cash equivalents, that exceeds the product of (i) 200% (calculated in accordance with the Investment Company Act, and giving effect to exemptive relief OCSL has received with
respect to debentures issued by a small business investment company subsidiary) and (ii) OCSL’s net assets. This fee calculation has the effect of lowering the base management fee rate on any incremental leverage incurred in excess of an
amount that would result in OCSL having asset coverage (calculated in accordance with the Investment Company Act) of 200% from 1.50% to 1.00% of OCSL’s gross assets.

While OCSI’s asset coverage ratio was lower than OCSL’s as of September 30, 2020 (199.7% versus 227.2%), on a pro forma basis, the combined
entity’s asset coverage ratio post-Mergers is expected to exceed 200% and thus all of the combined entity’s gross assets would have been subject to a 1.50% base management fee as of such date (consistent with OCSL’s base management
fee as of September 30, 2020).

 Ashley Vroman-Lee

 Jeffrey
Long

 January 19, 2021

  Page
 4

8.
 We note the risk factor on page 22 regarding the risk that if the Mergers fail to close neither Company will
benefit from the costs incurred in pursuit of the Mergers. Why did the Special Committees determine it was appropriate for the Companies to incur such expenses in the event the Mergers failed to close?

Response:

 OCSL supplementally informs the Staff that,
while each Company incurred significant transaction expenses in connection with the Mergers (estimated to be approximately $2.2 million and $2.5 million for OCSL and OCSI, respectively), the Special Committees considered the likelihood
that the Mergers would be completed (including that the relevant approvals of OCSL Stockholders and OCSI Stockholders would be received) and the benefits that would accrue to each Company’s stockholders as a result of the Mergers. Based on the
Special Committees’ belief that the Mergers were likely to be consummated and the potentially significant benefits to each Company’s stockholders if consummated, the Special Committees determined that the incurrence of the transaction
expenses by each Company was appropriate.

9.
 Will Oaktree receive an incentive fee or any other compensation as a result of the Mergers?

 Response:

 The OCSI Investment
Advisory Agreement will automatically terminate upon the consummation of the Mergers and, in connection with such termination, OCSI will make a final payment of fees owed under the terms of the OCSI Investment Advisory Agreement to Oaktree as of the
date of its termination. As a result, unless such date occurs at the end of a calendar quarter, fees otherwise payable at quarter-end will be payable as of the termination date (instead of at quarter-end). Thus, the Mergers may accelerate the payment of fees previously earned, but will not otherwise cause the payment of an incentive fee. Furthermore, OCSL confirms that the Mergers will not result in
Oaktree receiving any other incentive fee or other compensation which it would not receive absent the Mergers. In addition, OCSL will exclude any amounts resulting solely from the new cost basis of the acquired OCSI investments established by ASC
805 as a result of the Mergers from the calculation of the incentive fee on income and the incentive fee on capital gains, with such exclusion to be implemented either through an amendment to the OCSL Investment Advisory Agreement or a waiver of
such amounts by Oaktree.

 Ashley Vroman-Lee

 Jeffrey
Long

 January 19, 2021

  Page
 5

10.
 Footnote 8 to the Comparative Fee Table provides information about each Company’s investment in a joint
venture. Please confirm whether these joint ventures were sold exclusively to accredited investors. If not, please supplementally inform the Staff how much each Company invests in 3(c)(1) and 3(c)(7).

Response:

 Each joint venture mentioned in footnote 8 to
the Comparative Fee Table has only two members (the applicable Company and a single joint venture partner), each of which is an accredited investor.

11.
 We note the disclosure in the second to last bullet point on page 52 regarding OCSL’s higher base
management fee and the risk that such higher fee could result in decreased dividends for OCSI Stockholders. Please include this disclosure when discussing the base management fee earlier in the joint proxy statement/prospectus.

 Response:

 As requested, OCSL
has included disclosure of OCSL’s higher base management fee and the risk that such higher fee could result in decreased dividends for OCSI Stockholders when discussing the management fee under the new question “If I’m an OCSI
Stockholder, will my expenses increase as a result of the Merger without a waiver or reimbursement?” added in response to Comment #6 above.

12.
 In the joint proxy statement/prospectus contained in the Registration Statement, where another filing is
incorporated by reference, please include the applicable file number and hyperlink.

 Response:

As requested, OCSL has revised its disclosure throughout the joint proxy statement/prospectus to include the appropriate file number and a hyperlink for each
instance in which a document is incorporated by reference.

 Accounting Comments

13.
 Please confirm OCSL intends to account for the Mergers consistent with ASC 805-50-30-2.

 Response:

As discussed, OCSL intends to account for the Mergers consistent with ASC 805-50-30-2 and has revised the disclosure throughout the joint proxy statement/prospectus accordingly.

 Ashley Vroman-Lee

 Jeffrey
Long

 January 19, 2021

  Page
 6

14.
 Please confirm that neither OCSL nor OCSI will be required to reposition its portfolio prior to the Mergers.

 Response:

 OCSL confirms that
neither OCSL nor OCSI will be required to reposition its portfolio prior to the Mergers.

15.
 Please confirm there are no differences in the valuation techniques used by OCSL and OCSI.

 Response:

 OCSL confirms that
there are no differences in the valuation techniques used by OCSL and OCSI.

16.
 In the Comparative Fee Table, we note that the pro forma base management fees are presented net of the
proposed waivers. For the pro forma column, please separately delineate the gross base management fees, the waived fees and the net base management fees.

Response:

 As requested, OCSL has revised the pro forma
column of the fee table to present gross base management fees absent any waivers and to include in a footnote to the table the amount of proposed management fee waiver and the pro forma base management fee net of such waiver.

* * * * * * *

 Ashley Vroman-Lee

 Jeffrey
Long

 January 19, 2021

  Page
 7

 If you have any questions, please feel free to contact the undersigned by telephone at 202.416.6860 (or by
email at wtuttle@proskauer.com) or Erin M. Lett by telephone at 202.416.6829 (or by email at elett@proskauer.com). Thank you for your cooperation and attention to this matter.

Sincerely,

 /s/ William J. Tuttle

William J. Tuttle

cc:
 Mel Carlisle, Oaktree Specialty Lending Corporation

Mathew Pendo, Oaktree Specialty Lending Corporation

Mary Gallegly, Oaktree Specialty Lending Corporation

Erin M. Lett, Proskauer Rose LLP

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 OAKTREE SPECIALTY LENDING CORPORATION

333 SOUTH GRAND AVE., 28TH FLOOR

LOS ANGELES, CA 90071

January 9, 2020

 VIA EDGAR

Securities and Exchange Commission

 Division of Investment
Management

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Deborah O’Neal

Re:
 Oaktree Specialty Lending Corporation

Registration Statement on Form N-2, File Number 333-234798

Dear Ms. O’Neal:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Oaktree Specialty Lending Corporation, a Delaware corporation, respectfully requests acceleration of the effective date of its Registration Statement on Form N-2 (File No. 333-234798) (the “Registration Statement”) so that such Registration Statement may be declared effective at 5:00 p.m., Eastern time, on January 13, 2020, or as soon as practicable
thereafter.

 We request that we be notified of such effectiveness by a telephone call to William J. Tuttle of Proskauer Rose LLP at (202) 416-6860 and that such effectiveness also be confirmed in writing.

Very truly yours,

Oaktree Specialty Lending Corporation

By:

/s/ Mel Carlisle

Name:

Mel Carlisle

Title:

Chief Financial Officer and Treasurer

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Proskauer Rose LLP    1001 Pennsylvania Avenue, NW Suite 600 South    Washington, DC 20004-2533

 January 9, 2020

 By EDGAR

 William J. Tuttle

 Partner

 d +1.202.416.6860

f +1.202.416.6899

 WTuttle@proskauer.com

www.proskauer.com

 U.S. Securities and Exchange Commission

Division of Investment Management

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Deborah O’Neal and Jeffrey
Long

Re:
 Oaktree Specialty Lending Corporation

Registration Statement on Form N-2, File No. 333-234798

 Annual Report on Form 10-K for the Fiscal Year Ended September 30, 2019,

File No. 814-00755

Ladies and Gentlemen,

 On behalf of Oaktree Specialty Lending
Corporation, a Delaware corporation (the “Company”), we hereby respond to the comments raised by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) regarding
the Company’s Registration Statement on Form N-2, File No. 333-234798 (the “Registration Statement”), and Annual Report on Form 10-K for the Fiscal Year Ended September 30, 2019, File No. 814-00755 (the “2019 Form 10-K”), in telephone
conversations on December 16, 2019 between Jeffrey Long of the Staff and William J. Tuttle and Erin M. Lett of Proskauer Rose LLP, outside counsel to the Company, and December 18, 2019 between Deborah O’Neal of the Staff and William
J. Tuttle and Erin M. Lett. For your convenience, a transcription of the Staff’s comments is included in this letter, and each comment is followed by the applicable response. Except as provided in this letter, terms used in this letter have the
meanings given to them in the Registration Statement or 2019 Form 10-K, as applicable.

 Legal Comments

1.
 Please include a transmittal letter with future filings of registration statements and preliminary proxy
statements.

 Response:

 The
Company acknowledges the Staff’s comment and will include a transmittal letter with future filings of registration statements and preliminary proxy statements.

2.
 We note the disclosure on the calculation of weighted average annual yield in the final sentence of the
second paragraph on page 2 of the Registration Statement. In future filings, please highlight this sentence using bold or italics.

Beijing | Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | Newark | Paris | São Paulo |
Washington, DC

 Deborah O’Neal

 Jeffrey
Long

 January 9, 2020

  Page
 2

 Response:

As requested, in future filings, the Company will highlight the above-referenced sentence using bold or italics.

3.
 We note the disclosure in the second paragraph on page 3 of the Registration Statement regarding the ability
of OCG’s founders, senior management and current and former employee-unitholders to sell their remaining OCG units to Brookfield commencing in 2022. Please supplementally advise the Staff how such sales are expected to affect Oaktree’s
investment, marketing and support teams that provide services to the Company.

 Response:

The Company supplementally advises the Staff that, at this time, such sales of OCG units to Brookfield are not expected to have a material impact on
Oaktree’s investment, marketing and support teams that provide services to the Company.

4.
 We note the disclosure in the second paragraph on page 4 of the Registration Statement. Please consider
adding “revenue-generating” to clarify what is meant by “performing debt”.

 Response:

As requested, in future filings, the Company will consider adding “revenue-generating” before “performing debt”.

5.
 We reference the Staff Statement on LIBOR Transition. Please confirm that the Company monitors its
disclosures on the LIBOR transition in connection with its quarterly filings and that its most recent disclosures surrounding the potential impact of the transition will be contained or incorporated by reference in any prospectus supplement.

 Response:

 As requested, the
Company confirms that it monitors its disclosures on the LIBOR transition in connection with its quarterly filings and that its most recent disclosures surrounding the potential impact of the transition will be contained or incorporated by reference
in any prospectus supplement.

 Deborah O’Neal

 Jeffrey
Long

 January 9, 2020

  Page
 3

 Accounting Comments

6.
 Please confirm that the figures in the fees and expenses table reflect any provision for income taxes.

 Response:

 The Company
respectfully submits that it is difficult to reasonably estimate any future provision (benefit) for income taxes because the provision will be determined in the future based on unrealized and realized gains (losses) on certain of its investments
held through taxable subsidiaries and is based on the timing of realized and unrealized gains. Accordingly, the Company has omitted any provision (benefit) from income taxes in preparing the fees and expenses table. In connection with future
filings, the Company will add disclosure to better clarify that any potential provision (benefit) for income taxes has been omitted because of the uncertainties associated with determining such amounts in future periods.

7.
 We note that the fees and expenses table shows total annual expenses of 8.11% while the financial highlights
show the ratio of total expenses to average net assets as 9.65% for the year ended September 30, 2019. Please explain the discrepancy.

Response:

 The Company respectfully submits that the
discrepancy is due to the fact that the fees and expenses table was calculated based on (1) base management fees calculated from total gross assets as of September 30, 2019, (2) incentive fees for the fiscal year ended September 30,
2019, (3) interest expense calculated using actual debt outstanding as of September 30, 2019 and (4) consistent with the requirements of Form N-2, estimated amounts of other expenses for the current
fiscal year. By contrast, the financial highlights were calculated based on average net assets and actual other expenses for the fiscal year ended September 30, 2019. Specifically, the amount of leverage used by the Company decreased
meaningfully during the fiscal year, resulting in reduced base management fees and interest payments on borrowed funds as of September 30, 2019.

8.
 We note the disclosure on page 72 of the Form 10-K regarding
sensitivity to interest rates. Please explain why interest expense in the table decreases as interest rates increase.

 Response:

 The Company respectfully submits that the table shows a negative amount because an increase in interest expense reduces the change in net assets
resulting from operations. In connection with future filings, the Company will evaluate revising the disclosure to better demonstrate the net increase on changes in net assets from operations (i.e., increase in interest income offset by the increase
in interest expense).

 Deborah O’Neal

 Jeffrey
Long

 January 9, 2020

  Page
 4

9.
 We note that the Company accrued administrative expenses of $2.3 million for the year ended
September 20, 2019 while $2.7 million was included in “Due to affiliate” in the Consolidated Statements of Assets and Liabilities for the unpaid portion of administrative expenses and other reimbursable expenses payable to the
Oaktree Administrator. Please advise the Staff how often amounts owing to the Oaktree Administrator are settled.

 Response:

 The Company generally settles amounts owed to the Oaktree Administrator quarterly. In addition to administrative expenses payable to the Oaktree
Administrator under the Administration Agreement, the “due to affiliate” balance includes expenses of the Company that have been paid by an affiliate of the Oaktree Administrator as part of a centralized accounts payable process and are
reimbursable by the Company to the Oaktree Administrator.

10.
 Please confirm that the acquisition date for restricted securities is included in the Schedule of
Investments consistent with the requirements of Footnote 8 to Rule 12-12 of Regulation S-X.

Response:

 The Company respectfully submits that it has
not identified any restricted securities in its portfolio as of September 30, 2019. Please note that for purposes of its review and consistent with footnote 669 to the Investment Company Reporting Modernization Final Rule, the Company has not
identified as restricted securities those securities subject to Rule 144A that the Company can sell to qualified institutional buyers.

11.
 We note the disclosure on page 85 of the Form 10-K that the first
lien loans to Dominion Diagnostics, LLC matured on April 8, 2019. Please advise as to the status of these loans and whether they are in default.

Response:

 The Company’s first lien loans to Dominion
Diagnostics, LLC were not paying cash interest as of September 30, 2019 but were left on accrual status because all cumulative unpaid interest is expected to be paid in connection with a restructuring of the company. Definitive documentation
for a restructuring of Dominion Diagnostics, LLC was ultimately signed on December 30, 2019, and the restructuring is expected to close following receipt of certain regulatory approvals.

 Deborah O’Neal

 Jeffrey
Long

 January 9, 2020

  Page
 5

12.
 We note the disclosure on page 137 of the Form 10-K that the base
management fee (net of waivers) incurred under the Investment Advisory Agreement for the year ended September 30, 2019 was $22.2 million. Please confirm that the amount of fee waivers are separately disclosed in the Consolidated Statements
of Operations.

 Response:

 As
requested, the Company confirms that the amount of fee waivers are separately disclosed in the Consolidated Statements of Operations (below the line item for Total expenses).

13.
 Please confirm the Company performed the tests required by Rules
3-09 and 4-08(g) of Regulation S-X with respect to its controlled portfolio companies as of September 30, 2019.

 Response:

 As requested, the
Company confirms that it performed the applicable tests required by Rules 3-09 and 4-08(g) of Regulation S-X. The Company notes
that standalone audited financial statements for one of the Company’s portfolio companies, Senior Loan Fund JV I, LLC, were filed in an amendment to the Form 10-K on December 19, 2019. No other
disclosures were required as of September 30, 2019 pursuant to Rules 3-09 and 4-08(g) of Regulation S-X.

14.
 Please confirm that the incremental disclosures required by ASU
2016-01 with respect to the Company’s credit facility, the 2024 Notes and the 2028 Notes are included in the Form 10-K.

Response:

 The Company respectfully submits that it has
not elected the fair value option with respect to its credit facility, the 2024 Notes or the 2028 Notes. As a result, the incremental disclosure requirements under ASU 2016-01 are inapplicable to the Company.

 * * * * * * *

 If you have any questions,
please feel free to contact the undersigned by telephone at 202.416.6860 (or by email at wtuttle@proskauer.com) or Erin Lett by telephone at 202.416.6829 (or by email at elett@proskauer.com). Thank you for your cooperation and attention to this
matter.

 Deborah O’Neal

 Jeffrey
Long

 January 9, 2020

  Page
 6

 Sincerely,

/s/ William J. Tuttle

 William J. Tuttle

cc:
 Mel Carlisle, Oaktree Specialty Lending Corporation

Mathew Pendo, Oaktree Specialty Lending Corporation

Mary Gallegly, Oaktree Specialty Lending Corporation

Erin Lett, Proskauer Rose LLP

CORRESP
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filename1.htm

1900 K Street, NW

Washington, DC 20006-1110

+1 202 261 3300 Main

+1 202 261 3333 Fax

www.dechert.com

                                            William
                                         Tuttle

william.tuttle@dechert.com

+1 202 261 3352 Direct

+1 202 261 3009 Fax

July 24, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn: 	Samantha Brutlag

    Re:

        Fifth Street Finance Corp.

        Fifth Street Senior Floating Rate Corp.

    Preliminary Proxy Statements on Schedule 14A

Ladies and Gentlemen:

On behalf of each of Fifth Street
Finance Corp., a Delaware corporation (“FSC”), and Fifth Street Senior Floating Rate Corp., a Delaware corporation
(“FSFR”), we hereby respond to the comments of the staff (the “Staff”) of the Securities
and Exchange Commission (the “SEC”) on the Preliminary Proxy Statement on Schedule 14A of FSC, filed on July
14, 2017 (File No. 814-00755) (the “FSC Proxy Statement” or a “Proxy Statement”), and the
Preliminary Proxy Statement on Schedule 14A of FSFR, filed on July 14, 2017 (File No. 814-01013) (the “FSFR Proxy Statement”
or a “Proxy Statement” and, together with the FSC Proxy Statement, the “Proxy Statements”),
communicated in a phone call on July 21, 2017 between Samantha Brutlag of the Staff and William Tuttle and Matthew Carter of Dechert
LLP, outside counsel to FSC and FSFR. For your convenience, the Staff’s comments are included in this letter, and each comment
is followed by the applicable response. Except as provided in this letter, terms used in this letter have the meanings given to
them in the Proxy Statements.

 1. In the question and answer disclosures and elsewhere, where appropriate,
please:

 (a) Add an additional question and answer explaining why stockholders are
being asked to elect the director nominees named in each of the Proxy Statements and why the current directors are resigning;

      Samantha Brutlag

July 24, 2017

Page 2

 (b) Disclose in the FSC Proxy Statement that decreasing the hurdle rate and
eliminating the Lookback Period will each have the effect of making it more likely that Oaktree will earn an incentive fee on income;

 (c) Disclose in the FSFR Proxy Statement that increasing the catch up rate
for the incentive fee on income will have the effect of allowing such incentive fee to be earned more quickly by Oaktree; and

 (d) Add summary disclosure, based on the disclosure under “Comparison
of Fee Structures,” noting how the new fee arrangements will change fees payable to the investment adviser.

Response:

As requested, FSC and FSFR have
added the above-referenced disclosures to the applicable Proxy Statement.

 2. Under the heading “Purchase Agreement,” please add disclosure
that Oaktree will pay gross cash consideration of $320 million in connection with the Transaction.

 Response:

As requested, FSC and FSFR have
added the above-referenced disclosure to the Proxy Statements.

 3. Please disclose the date on which the Current Investment Advisory Agreement
for each of FSC and FSFR was approved by stockholders.

Response:

As requested, FSFR has added
disclosure setting forth the most recent date on which the applicable Current Investment Advisory Agreement was approved by stockholders.
FSC respectfully submits that similar disclosure appeared under the heading “Proposal 1 – Approval of New Investment
Advisory Agreement—Duration and Termination.”

 4. Please simplify the disclosure in the last sentence of the third paragraph
under the caption “Nature, Extent and Quality of Services to be Provided.”

Response:

As requested, FSC and FSFR have
simplified the disclosure in the last sentence of the third paragraph under the caption “Nature, Extent and Quality of Services
to be Provided.”

      Samantha Brutlag

July 24, 2017

Page 3

 5. Under the caption “Investment Performance” please delete
the March 31, 2017 portfolio statistics of Oaktree Strategic Income, LLC and include disclosure describing how the historical performance
of this fund compared against the applicable peer group.

Response:

As requested FSC and FSFR have
deleted the above-referenced portfolio statistics and have included disclosure describing how the historical performance of Oaktree
Strategic Income, LLC compared against the applicable peer group.

 6. We note that the public disclosures by Fifth Street Asset Management
Inc. regarding the Purchase Agreement refer to certain expense reimbursements and indemnification obligations. In your response
letter, please explain how such arrangements would not constitute an unfair burden to the stockholders of FSC and FSFR, as applicable,
for purposes of Section 15(f) of the 1940 Act. Please also confirm that disclosure is included in each Proxy Statement regarding
any payments or arrangements involving either FSC or FSFR considered by the applicable board of directors that might constitute
an unfair burden to the stockholders of FSC and FSFR, as applicable.

Response:

FSC and FSFR respectfully submit
that the above-referenced expense reimbursements and indemnification obligations would not constitute an unfair burden to the stockholders
of FSC and FSFR, as applicable, for purposes of Section 15(f) of the 1940 Act because such amounts are the obligation of Fifth
Street Management and Holdings and are not under any circumstance payable or reimbursable by either FSC or FSFR. FSC and FSFR confirm
that disclosure is included in each Proxy Statement addressing whether any payments or arrangements involving either FSC or FSFR
considered by the applicable board of directors that might constitute an unfair burden to the applicable stockholders.

 7. Please provide disclosure regarding any material interest, direct or
indirect, of any director of FSC or FSFR in any material transactions since October 1, 2016, or in any material proposed transactions,
to which Fifth Street Management was or is to be a party or confirm such disclosures have been provided.

Response:

FSC and FSFR confirm that the
above-referenced disclosures have been provided in the applicable Proxy Statement.

      Samantha Brutlag

July 24, 2017

Page 4

 8. In your response letter, please provide an analysis of why it is permissible
under the 1940 Act for Leonard M. Tannenbaum and Holdings to vote their shares of common stock in favor of the New Investment Advisory
Agreement.

Response:

FSC and FSFR respectfully submit
that Section 18(i) of the 1940 Act, as made applicable to business development companies by Section 61 of the 1940 Act, requires
each share of common stock to have equal voting rights. We are not aware of any instances in which a court or the Commission has
suggested that restriction of such equal voting rights is appropriate under the 1940 Act. Moreover, the 1940 Act specifically enumerates
those circumstances in which an incremental voting procedure or requirement is imposed. For example, Section 12(d)(1)(E) of the
1940 Act specifically requires mirror or pass-through voting where certain investment companies acquire greater than 3% of the
securities of an investment company or business development company, and Section 63(2)(A) of the 1940 Act specifically requires
a separate vote of shares owned by persons who are not affiliated persons of a business development company in connection with
the authorization of a business development company to issue shares of common stock at prices below then-current net asset value.
By contrast, Section 15(a) of the 1940 Act requires only that the investment advisory agreement be approved by “the vote
of a majority of the outstanding voting securities;” there is no provision pursuant to which any stockholder may be prevented
by the 1940 Act from voting its shares in favor of the approval of any investment advisory agreement. In fact, it is common practice
for the investment adviser or sponsor of a newly-organized investment company to hold 100% of the outstanding shares of such investment
company following funding of the seed capital and to vote all of those shares in favor of the initial investment advisory agreement.
On the basis of the foregoing, FSC and FSFR concluded that it is permissible under the 1940 Act for Leonard M. Tannenbaum and Holdings
to vote their shares of common stock in favor of the New Investment Advisory Agreement.

 9. Please confirm that there are no material pending legal proceedings required
to be disclosed.

Response:

FSC and FSFR confirm that there
are no material pending legal proceedings required to be disclosed in the Proxy Statements.

 10. Please revise the disclosure under Proposal 2 to specifically name each
director who is resigning upon closing of the Transaction.

Response:

As requested, the disclosure
under Proposal 2 in the Proxy Statements has been revised to specifically name each director who is resigning upon closing of the
Transaction.

      Samantha Brutlag

July 24, 2017

Page 5

 11. Please revise the tabular disclosure of director information under the
heading “Director and Executive Officer Information” to separate interested directors from Independent Directors.

Response:

As requested, the tabular disclosure
of the director information for interested directors under the heading “Director and Executive Officer Information”
has been separated from the Independent Directors.

 12. Please revise the disclosure regarding the material weakness to:

 (a) move the discussion to a standalone paragraph;

 (b) identify more specifically the nature of the material weakness; and

 (c) clarify that the conclusion that the material weakness was not the result
of a deficiency in independence also applies to the statement regarding board oversight.

Response:

As requested, the disclosure
regarding the material weakness has been revised in the manner requested above.

 13. In your response letter, please confirm that, unlike FSFR, FSC did not
form a committee in response to a stockholder demand relating to similar issues to those raised in recent litigation involving
FSC and its investment adviser and that no retainer for such a committee was paid to any director of FSC.

Response:

As requested, FSC confirms that
it did not form a committee in response to a stockholder demand and that no retainer for such a committee was paid to any director
of FSC.

* * * * * * * * * *

If you have any questions, please
feel free to contact the undersigned by telephone at 202.261.3352 (or by email at william.tuttle@dechert.com) or Matthew Carter
at 202.261.3395 (or matthew.carter@dechert.com). Thank you for your cooperation and attention to this matter.

      Samantha Brutlag

July 24, 2017

Page 6

Sincerely,

/s/ William J. Tuttle

William J. Tuttle

cc: Bernard D. Berman, Steven Noreika, and Kerry Acocella, Fifth Street Finance Corp. and Fifth Street
Senior Floating Rate Corp.

Todd E. Freed and Jon A. Hlafter,
Skadden, Arps, Slate, Meagher & Flom LLP

Rajib Chanda, Simpson Thacher
& Bartlett LLP

David Leahy and David Mahaffey,
Sullivan & Worcester LLP

CORRESP
1
filename1.htm

        1900 K Street, NW

        Washington, DC 20006-1110

        +1 202 261 3300 Main

        +1 202 261 3333 Fax

        www.dechert.com

        William Tuttle

        william.tuttle@dechert.com

        +1 202 261 3352 Direct

        +1 202 261 3009 Fax

February 21, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn: 	Dominic Minore

    Re:
    Fifth Street Finance Corp.

    Preliminary Proxy Statement on Schedule 14A

    File Number: 814-00755

Ladies and Gentlemen:

On behalf of Fifth Street Finance
Corp., a Delaware corporation (the “Company”), we hereby respond to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “SEC”) on the Company’s Preliminary Proxy Statement on
Schedule 14A (File No. 814-00755) (the “Proxy Statement”) communicated in a phone call on February 21, 2017
between Dominic Minore of the Staff and William Tuttle of Dechert LLP, outside counsel to the Company. For your convenience, the
Staff’s comments are included in this letter, and each comment is followed by the applicable response. Except as provided
in this letter, terms used in this letter have the meanings given to them in the Proxy Statement.

 1. Please confirm that the proxy holders do not have authority to vote on
a proposal that seeks to adjourn the Special Meeting for purposes of soliciting additional proxies.

Response:

The Company confirms that the
proxy holders do not have authority to vote on a proposal that seeks to adjourn the Special Meeting for purposes of soliciting
additional proxies.

 2. We note your proposed disclosure in response to comment 5 in your letter
dated February 21, 2017. Please insert “, regardless of whether the hurdle rate is changed,” before “any failure
of Fifth Street Management to act in the Company’s best interests would be a breach of its fiduciary duties.”

        Dominic Minore

        February 21, 2017

        Page 2

Response:

As requested, the Company will
add the above-referenced disclosure to the Proxy Statement.

 3. We note your proposed disclosure in response to comment 9 in your letter
dated February 21, 2017. Please revise “The Company also reviewed…” to “The Board also reviewed…”.

Response:

As requested, the Company will
revise the above-referenced disclosure.

* * * * * * * * * *

If you have any questions, please
feel free to contact the undersigned by telephone at 202.261.3352 (or by email at william.tuttle@dechert.com). Thank you for your
cooperation and attention to this matter.

Sincerely,

/s/ William J. Tuttle

William J. Tuttle

cc:	          Patrick Dalton, Fifth Street
Finance Corp.

Steven Noreika, Fifth Street
Finance Corp.

Kerry Acocella, Fifth Street
Finance Corp.

CORRESP
1
filename1.htm

    1900
K Street, NW

Washington, DC 20006-1110

+1 202 261 3300  Main

+1 202 261 3333  Fax

www.dechert.com

William Tuttle

william.tuttle@dechert.com

+1 202 261 3352  Direct

+1 202 261 3009  Fax

February 21, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn: 	     Dominic Minore

    Re:
    Fifth Street Finance Corp.

    Preliminary Proxy Statement on Schedule 14A

    File Number: 814-00755

Ladies and Gentlemen:

On behalf of Fifth Street Finance
Corp., a Delaware corporation (the “Company”), we hereby respond to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “SEC”) on the Company’s Preliminary Proxy Statement on
Schedule 14A (File No. 814-00755) (the “Proxy Statement”) communicated in a phone call on February 17, 2017
between Dominic Minore of the Staff and William Tuttle and Matthew Carter of Dechert LLP, outside counsel to the Company. For your
convenience, the Staff’s comments are included in this letter, and each comment is followed by the applicable response. Except
as provided in this letter, terms used in this letter have the meanings given to them in the Proxy Statement.

 1. Please add disclosure to the Proxy Statement regarding the treatment
of broker non-votes.

Response:

As disclosed, the Company respectfully
submits that brokers are not permitted to exercise voting discretion with respect to the proposal absent specific instructions
from the beneficial stockholder.

 2. The Proxy Statement cannot confer discretionary authority on the chairman
to adjourn the Special Meeting. In addition, please add disclosure regarding the ability of the chairman to adjourn the Special
Meeting to solicit additional votes.

The chairman’s authority
to adjourn the Special Meeting proceeds from Section 2.7 of the Company’s Third Amended and Restated Bylaws. It is not based
on a delegation of authority by proxy (and the stockholders, by contrast, do not have the ability to adjourn any meeting of stockholders).
As a result, the chairman’s decision to adjourn the Special Meeting does not require the voting of any proxies.

As discussed, the Company will
add disclosure to the Proxy Statement to specifically disclose the ability of the chairman to adjourn the Special Meeting to solicit
additional votes.

    Dominic Minore

February 21, 2017

Page 2

 3. Please specifically identify the members of the Company’s peer
group and why they were chosen as members of the peer group. Please also confirm that the disclosure throughout the Proxy Statement
refers to the peer group, rather than peers, where appropriate.

Response:

As requested, the Company will
add the following disclosure to the Proxy Statement:

“The members of the Company’s
peer group are Ares Capital Corporation, Apollo Investment Corporation, FS Investment Corporation and Prospect Capital Corporation.
These entities represent all of the business development companies that have total assets of over $2 billion and that have a portfolio
vintage comparable to that of the Company.”

In addition, the Company will
confirm that the disclosure in the Proxy Statement refers to the peer group, rather than peers where appropriate.

 4. On page 6, please (i) delete reference to the total return hurdle being
permanent, (ii) clarify that the total return hurdle applies only to the subordinated incentive fee on income and (iii) revise
the penultimate bullet point to be in plain English. In addition, please present the hurdle rate throughout the Proxy Statement
on a quarterly, rather than annualized, basis,

Response:

As requested, the Company will
revise the bullet points at the bottom of page 6 to state as follows:

“The proposal includes:

•	Implementing a
total return requirement, which may decrease the incentive fee in respect of the Company’s pre-incentive fee net
investment income that will be payable by up to 25% per quarter to the extent that the Company’s cumulative net
increase in net assets resulting from operations over the “Lookback Period” described below is less than 20.0%.
Only one member of the Company’s peer group, FS Investment Corporation, has a total return hurdle.

    Dominic Minore

February 21, 2017

Page 3

•	Decreasing the quarterly
hurdle rate to 1.75% on the subordinated incentive fee on income, which is in line with the median for the Company’s peer
group.”

In addition, the Company will
revise the disclosure in the Proxy Statement to present the hurdle rate throughout the Proxy Statement on a quarterly, rather than
annualized, basis.

 5. On pages 7 and 15, please clarify as to how the failure of stockholders
to approve a reduction in the preferred return to Fifth Street Management would create a disincentive for Fifth Street Management
to comply with its existing fiduciary duties to the Company.

Response:

As requested, the Company will
delete the first two bullets from the discussion on page 7. In addition, the Company will revise the second sentence on page 15
to state “The Board believes that the change in hurdle rate better aligns the interests of the Company and Fifth Street Management
to invest in senior assets, with lower absolute, yet higher risk adjusted returns, when market conditions warrant although any
failure of Fifth Street Management to act in the Company’s best interests would be a breach of its fiduciary duties.”

 6. On page 9, please clarify that no changes are being proposed to the capital
gains incentive fee.

Response:

As requested, the Company will
add disclosure to page 9 of the Proxy Statement stating “No changes are being proposed to the capital gains incentive fee.”

 7. On page 13, please complete the fee examples.

Response:

As requested, the Company will
complete the fee examples in the Proxy Statement.

 8. On page 16, please disclose that there was a tax return of capital during
the fiscal year ended September 30, 2016 and revise the reference from “dividend” to “distribution”.

Response:

As requested, the Company will
revise the final sentence of the first full paragraph on page 16 to state “The Board also discussed that the Company had
produced sufficient income to cover its quarterly distribution
on a per share basis (excluding non-recurring incremental professional fees) for seven consecutive quarters although there was
a return of capital for tax purposes during the fiscal year ended September 30, 2016.”

    Dominic Minore

February 21, 2017

Page 4

 9. On page 16, please revise the disclosure to note, if true, that the Board
considered the potential material indirect benefits to Fifth Street Management from its relationship with the Company.

Response:

As requested, the Company will
revise the first sentence of the third paragraph under the heading “Cost of Services Provided and Economies of Scale; Profitability”
to state “The Company also reviewed information regarding the profitability to Fifth Street Management from its relationship
with the Company and discussed the material indirect benefits to Fifth Street Management from its relationship with the Company.”

* * * * * * * * * *

If you have any questions, please
feel free to contact the undersigned by telephone at 202.261.3352 (or by email at william.tuttle@dechert.com). Thank you for your
cooperation and attention to this matter.

Sincerely,

/s/ William J. Tuttle

William J. Tuttle

cc:          Patrick Dalton, Fifth Street
Finance Corp.

Steven Noreika, Fifth Street
Finance Corp.

Kerry Acocella, Fifth Street
Finance Corp.

CORRESP
1
filename1.htm

        1900 K Street, NW

        Washington, DC 20006-1110

        +1 202 261 3300 Main

        +1 202 261 3333 Fax

        www.dechert.com

        William Tuttle

        william.tuttle@dechert.com

        +1 202 261 3352 Direct

        +1 202 261 3009 Fax

January 18, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn: 	Dominic Minore

    Re:
    Fifth Street Finance Corp.

    Registration Statement on Form N-2

    File Number: 333-214129

Ladies and Gentlemen:

On behalf of Fifth Street Finance
Corp., a Delaware corporation (the “Company”), we hereby respond to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “SEC”) on the Company’s Registration Statement on Form
N-2 (Registration No. 333-214129) (the “Registration Statement”) communicated in a phone call on January 18,
2017 between Dominic Minore of the Staff and Matthew Carter of Dechert LLP, outside counsel to the Company. For your convenience,
the Staff’s comments are included in this letter, and each comment is followed by the applicable response.

Legal Comments

 1. Please confirm in your response letter that the disclosure presented
in a prospectus supplement for any debt takedown from this shelf registration statement will conform to the disclosure undertakings
stated in the Company’s letter to the SEC dated February 11, 2014 and those requested by the Staff in its letter to the Company
dated November 15, 2016.

Response:

The Company hereby undertakes
that the disclosure presented in a prospectus supplement for any debt takedown from this shelf registration statement will conform
to the disclosure undertakings in the Company’s letter to the SEC dated February 11, 2014 and those requested by the Staff
in its letter to the Company dated November 15, 2016.

        Dominic Minore

January 18, 2017

Page 2

 2. Please undertake to add a risk factor in any 497 prospectus addressing
the substantial increases from the fiscal year ended September 30, 2015 to the fiscal year ended September 30, 2016 as well as
any similar future increases in the Company’s portfolio loans that were placed on non-accrual status year over year.

Response:

The Company hereby undertakes
to include a risk factor in any 497 prospectus used in connection with an offering under the Registration Statement addressing
the increases in the Company’s portfolio loans that were placed on non-accrual status from the fiscal year ended September
30, 2015 to the fiscal year ended September 30, 2016 as well as any similar future increases.

 3. Please undertake to include in any 497 prospectus a footnote to the cash
distribution per share column of the Price Range of Common Stock and Distributions table stating that the Company’s cash
distributions included a $0.05 per share tax return of capital during the fiscal year ended September 30, 2016 and add similar
disclosure elsewhere as appropriate in such 497 prospectus.

Response:

The Company hereby undertakes
to include in any 497 prospectus a footnote to the cash distribution per share column of the Price Range of Common Stock and Distributions
table stating that the Company’s cash distributions included a $0.05 per share tax return of capital during the fiscal year
ended September 30, 2016 and add similar disclosure elsewhere as appropriate in such 497 prospectus.

* * * * * * * * * *

If you have any questions, please
feel free to contact the undersigned by telephone at 202.261.3352 (or by email at william.tuttle@dechert.com). Thank you for your
cooperation and attention to this matter.

Sincerely,

/s/ William J. Tuttle

William J. Tuttle

 cc: Patrick Dalton, Fifth Street Finance Corp.

Steven Noreika, Fifth Street
Finance Corp.

Kerry Acocella, Fifth Street
Finance Corp.

CORRESP
1
filename1.htm

        1900 K Street, NW

        Washington, DC 20006-1110

        +1 202 261 3300 Main

        +1 202 261 3333 Fax

        www.dechert.com

        William Tuttle

        william.tuttle@dechert.com

        +1 202 261 3352 Direct

        +1 202 261 3009 Fax

January 13, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

 Attn: Dominic Minore and Megan Miller

    Re:
    Fifth Street Finance Corp.

    Registration Statement on Form N-2

    File Number: 333-214129

Ladies and Gentlemen:

Fifth Street Finance Corp., a Delaware
corporation (the “Company”), has today filed with the Securities and Exchange Commission (the “Commission”)
Amendment No. 2 (“Amendment No. 2”) to its Registration Statement on Form N-2 (Registration No. 333-214129)
(the “Registration Statement”). On behalf of the Company, we hereby respond to the comments of the staff (the
“Staff”) of the Commission communicated in phone calls on December 8, 2016 between Dominic Minore of the Staff
and William Tuttle and Matthew Carter of Dechert LLP, outside counsel to the Company, and on December 13, 2016 between Megan Miller
of the Staff and William Tuttle relating to the Registration Statement. For your convenience, the Staff’s comments are included
in this letter, and each comment is followed by the applicable response. We will also provide courtesy copies of Amendment No.
2, as filed and marked with the changes from the initial filing of the Registration Statement. Except as provided in this letter,
terms used in this letter have the meanings given to them in Amendment No. 2.

Legal Comments

 1. We note the response to comment #6 in your letter dated November 21, 2016 and reissue the comment
that presentation of the hurdle rate or the “catch-up” on an “annualized” basis is inappropriate and should,
therefore, be deleted.

Response:

As requested, the Company has revised the
disclosure in the prospectus included in Amendment No. 2 regarding the hurdle rate or “catch-up” to no longer present
such amounts on an annualized basis, and, in financial statements for periods ending on or after December 31, 2016, the Company
will no longer present the hurdle rate or “catch-up” on an annualized basis.

        Dominic Minore and Megan Miller

        January 13, 2017

        Page 2

 2. Please revise the second row of the illustration on page 22 of Amendment No. 1 to the Registration
Statement to use a minus sign, rather than parenthesis, to delineate negative numbers.

Response:

As requested, the Company has modified
the presentation of the information shown in the second row of the illustration to use a minus sign to delineate negative numbers.

 3. We note the response to comment #16 in your letter dated November 21, 2016. Please revise the
Registration Statement to include disclosure that the Company will limit its investments in entities, excluding Senior Loan Fund
JV I, LLC, that are excluded from the definition of “investment company” under Section 3(c)(1) or Section 3(c)(7) of
the Investment Company Act of 1940 (typically private equity funds and hedge funds) to no more than 15% of its net assets.

Response:

The Company respectfully submits that it
is not aware of any formal rule or other written Commission guidance that limits the Company’s investments in entities that
are excluded from the definition of “investment company” under Section 3(c)(1) or Section 3(c)(7) of the 1940 Act to
15% of its net assets although the Company is subject to the requirements of Section 55 of the 1940 Act.  Notwithstanding
the foregoing, however, as requested, the Company has revised the disclosure in Amendment No. 2 to confirm that it will not invest
more than 15% of its net assets in entities (excluding Senior Loan Fund JV I, LLC) that are excluded from the definition of “investment
company” under Section 3(c)(1) or Section 3(c)(7) of the 1940 Act.

        Dominic Minore and Megan Miller

        January 13, 2017

        Page 3

 4. We note the response to comment #18 in your letter dated November 21, 2016. We reissue the second
paragraph of the comment to undertake to clear all Staff comments prior to the commencement of any debt offering whenever the preliminary
prospectus supplement materially differs from the form of prospectus supplement filed with, or incorporated by reference into,
the Registration Statement at the time of effectiveness.

Response:

The Company hereby undertakes to clear
all Staff comments prior to the commencement of any debt offering whenever the preliminary prospectus supplement materially differs
from the forms of prospectus supplement incorporated by reference into the Registration Statement at the time of effectiveness.
The Company notes that the forms of prospectus supplement for retail notes offerings and institutional notes offerings were filed
with the Commission on February 10, 2014 are the forms of prospectus supplement that are incorporated by reference into the Registration
Statement. Consistent with its undertakings in connection with the Registration Statement on Form N-2 (File No. 333-192770) initially
filed with the Commission on December 11, 2013, the Company further confirms that it will comply with the provisions of the 1940
Act, including Section 18 of the 1940 Act, as made applicable to business development companies by Section 61 of the 1940 Act,
in any debt offering under the Registration Statement. In addition, if any debt offering includes a provision that permits the
conversion of such debt securities into common stock of the Company, the Company will comply with Section 61 of the 1940 Act or
other interpretive guidance issued by the Staff thereunder, including that set forth in Bunker Hill Income Sec. (SEC No-Action
Letter, pub. avail. Oct. 29, 1982).

Accounting Comments

 5. We note the disclosures in the Schedule of Investments in the Company’s audited financial
statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016. Please be advised
that amendments to Rule 12-12 of Regulation S-X that become effective on August 1, 2017 will require the Company to (i) provide
both the referenced rate and spread and the end-of-period interest rate for each investment or (ii) disclose each referenced rate
at the end of the period.

Response:

The Company acknowledges the Staff’s
comment and undertakes to adhere to the requirements of the amendments to Rule 12-12 of Regulation S-X in its financial statements
issued on or after August 1, 2017.

 6. We note the disclosure in Note 2 to the Company’s audited financial statements included
in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016 regarding the basis for consolidation.
In future filings, please consider naming each consolidated subsidiary to provide further clarification.

Response:

As requested, in connection with future
filings, the Company will consider naming each consolidated subsidiary in the notes to its financial statements.

        Dominic Minore and Megan Miller

        January 13, 2017

        Page 4

 7. We note in the Company’s Annual Report on Form 10-K for the fiscal year ended September
30, 2016 that there were material increases in the level of the Company’s non-accrual and non-performing assets between September
30, 2015 and September 30, 2016. In accordance with Item 303 of Regulation S-K, please disclose in future filings known trends
and uncertainties regarding the Company’s investment portfolio that have had or may reasonable be expected to have a material
impact on the Company’s operations.

Response:

As requested, in accordance with Item 303
of Regulation S-K, the Company will disclose in future filings known trends and uncertainties regarding the Company’s investment
portfolio that have had or may reasonably be expected to have a material impact on the Company’s operations.

 8. Please confirm that the lenders under the Deutsche Bank facility and the Credit Suisse facility
do not have recourse to the Company other than to the extent of the Company’s unfunded capital contributions to SLF JV I.

Response:

The Company confirms that the lenders under
the Deutsche Bank facility and the Credit Suisse facility do not have recourse against the Company other than to the extent of
the Company’s unfunded capital contributions to SLF JV I.

 9. We note the response to comment #5 in your letter dated November 21, 2016. Please confirm to
us in your response letter that the Company does not in the upcoming year intend to make investments in an “Acquired Fund,”
as the term is defined in Instruction 10.a. to Item 3.1. of Form N-2 and, for the avoidance of doubt, including SLF JV I, at a
level that triggers the need for the additional line item of Acquired Fund Fees & Expenses. If no such additional line item
is required, please indicate in your response letter that any applicable Acquired Fund Fees & Expenses, including expenses
of SLF JV I, is nonetheless included in “Other Expenses” or that the Company does not intend to invest in an Acquired
Fund.

Response:

As requested, the Company hereby confirms
that it does not in the upcoming year intend to make investments in any “Acquired Fund”, including SLF JV I, at a level
that triggers the need for disclosure of an Acquired Fund Fees & Expenses line item in the fee table. Any applicable Acquired
Fund Fees and Expenses, including expenses of SLF JV I, are nonetheless included in the “Other Expenses” line item.

        Dominic Minore and Megan Miller

        January 13, 2017

        Page 5

 10. In footnote (9) to the Fees and Expenses table, please insert “consolidated” before
“subsidiaries”.

Response:

As requested, the Company has inserted
the word “consolidated” before “subsidiaries” in footnote (9) to the Fees and Expenses table.

 11. We note the disclosure in the Company’s Annual Report on Form 10-K for the fiscal year
ended September 30, 2016 regarding certain insurance recoveries. The Consolidated Statements of Assets and Liabilities notes that
there were insurance recoveries receivable of approximately $19.7 million as of September 30, 2016, the disclosure in the Consolidated
Statements of Operations notes that there were expenses associated with insurance recoveries of approximately $19.4 million during
the year ended September 30, 2016 and the disclosure in note 16 notes expected insurance recoveries of $19.4 million. Please explain
the discrepancy between $19.4 million and $19.7 million.

Response:

The Company respectfully submits that,
as of September 30, 2016, there was an additional insurance recovery receivable of $0.3 million under an umbrella insurance policy where it was the lead policyholder for which the cash was not received
until October 2016. This amount was related to costs incurred in previous periods by the investment adviser and Fifth Street Senior
Floating Rate Corp. (and not by the Company) and was therefore recorded as of September 30, 3016 as a $0.3 million receivable from
the insurance carriers and a $0.3 million payable to the investment adviser and Fifth Street Senior Floating Rate Corp., which
entries had no profit or loss impact to the Company.

 12. We note the disclosure in the Company’s Annual Report on Form 10-K for the fiscal year
ended September 30, 2016 regarding a material weakness in internal control over financial reporting. Please provide us with additional
detail regarding the material weakness, including clarification of what occurred to cause the material weakness, the financial
statement impact for the fiscal years ended September 30, 2015 and 2016 and the programs and controls being implemented to remediate.

Response:

The material weakness disclosed in the Company’s Annual Report on Form 10-K for the fiscal year
ended September 30, 2016 is a continuation of the unremediated material weakness originally identified in its Annual Report on
Form 10-K for the fiscal year ended September 30, 2015, which consisted of the aggregation of four significant control deficiencies
and other lesser, but related, control deficiencies. While these aggregated deficiencies did not result in a material misstatement in the financial statements
for the fiscal years ended September 30, 2015 or 2016, the magnitude of the deficiencies relating to data integrity associated
with financial information could have resulted in a material misstatement in the financial statements.

        Dominic Minore and Megan Miller

        January 13, 2017

        Page 6

The aggregated deficiencies
related specifically to fee income, communication of accounting policies between departments, data associated with investment analysis,
formalized policies on expense allocation and approval of wire transfers. The material weakness was caused by the overall growth
of the Company combined with a broader investment mix that resulted in bandwidth issues relating to personnel demands and communication
between departments,  which resulted in data integrity challenges.

As disclosed in note 2 to the
audited financial statements as of and for the fiscal year ended September 30, 2016, out-of-period adjustments were recorded as
of and for the three months ended December 31, 2014. The net impact on net assets for these out-of-period adjustments was an increase
of $1.0 million and related primarily to errors in recognizing fee income at deal close when the amounts did not represent a separately
identifiable revenue stream and instead were more related to underwriting the investment and were a part of the original issue
discount.

During the fiscal year ended
September 30, 2016, the Company remediated the significant deficiency relating to fee income by formalizing policies and procedures
and communicating them throughout the organization, adding additional specific transaction checklists for each transaction, implementation
of a quarterly meeting of key members of the accounting, investment and portfolio management teams, and senior management review
of conclusions regarding fee income. Further, the Company added senior accounting and financial reporting personnel with higher
levels of experience, outsourced a number of certain clerical/low complexity accounting activities in order to focus on more critical
areas, engaged a “big four” accounting firm to assist on technical accounting matters (including the accounting for
complex non-routine transactions, on an ad-hoc basis) and reallocated certain existing internal resources.

The Company also remediated
two other significant deficiencies relating to communication of understanding of accounting policies between departments and approval
of wire transfers that were part of the aggregation associated with data integrity through these same steps in the 2016 fiscal
year.

In the 2017 fiscal year, the
Company is addressing the remaining significant deficiency initially identified in fiscal year 2015 related to formalizing the
policies around expense allocation as well as a control deficiency over data used in investment analysis that increased from a
control deficiency to a significant deficiency in the Company’s 2016 fiscal year. The Company has implemented the remediation
plan for the expense allocation policies and is awaiting the appropriate time seasoning to illustrate operating effectiveness.
With respect to the data used in investment analysis, the Company remains in the process of refining its remediation approach.
Neither of these items resulted in an adjustment to the financial statements for the fiscal years ended September 30, 2015 or 2016.

        Dominic Minore and Megan Miller

        January 13, 2017

        Page 7

* * * * * * * * * *

If you have any questions, please feel
free to contact the undersigned by telephone at 202.261.3352 (or by email at william.tuttle@dechert.com). Thank you for your cooperation
and

CORRESP
1
filename1.htm

FIFTH
STREET FINANCE CORP.

777
WEST PUTNAM AVENUE, 3rd Floor

GREENWICH, CONNECTICUT 06830

January 13, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attention:	Dominic Minore

    Re:
    Fifth Street Finance Corp.

    Registration Statement on Form N-2 (File No. 333-214129)

Dear Commissioners:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Fifth Street Finance Corp., a Delaware corporation, respectfully requests acceleration of the effective date of Pre-Effective Amendment
No. 2 to its Registration Statement on Form N-2 (File No. 333-214129) (the “Registration Statement”) so that
such Registration Statement may be declared effective at 4:00 pm, Eastern Time, on Wednesday, January 18, 2017, or as soon as practicable
thereafter.

We request that we be notified of such effectiveness by a telephone
call to William J. Tuttle of Dechert LLP at (202) 261-3352, and that such effectiveness also be confirmed in writing.

    Very truly yours,

    Fifth Street Finance Corp.

    By:
    /s/ Steven Noreika

    Name:
    Steven Noreika

    Title:
    Chief Financial Officer

CORRESP
1
filename1.htm

FIFTH
STREET FINANCE CORP.

777
WEST PUTNAM AVENUE, 3rd Floor

GREENWICH, CONNECTICUT 06830

November 21, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attention:	  Dominic Minore

     Re:

    Fifth Street Finance Corp.

    Registration Statement on Form N-2 (File
No. 333-214129)

Dear Commissioners:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Fifth Street Finance Corp., a Delaware corporation, respectfully requests acceleration of the effective date of Pre-Effective Amendment
No. 1 to its Registration Statement on Form N-2 (File No. 333-214129) (the “Registration Statement”) so that
such Registration Statement may be declared effective at 4:00 pm, Eastern Time, on Tuesday, November 22, 2016, or as soon as practicable
thereafter.

We request that we be notified of such effectiveness by a telephone
call to William J. Tuttle of Dechert LLP at (202) 261-3352, and that such effectiveness also be confirmed in writing.

    Very truly yours,

    Fifth Street Finance Corp.

    By:
    /s/ Steven Noreika

    Name:
    Steven Noreika

    Title:
    Chief Financial Officer

CORRESP
1
filename1.htm

        1900 K Street, NW

        Washington, DC 20006-1110

        +1 202 261 3300 Main

        +1 202 261 3333 Fax

        www.dechert.com

        William Tuttle

        william.tuttle@dechert.com

        +1 202 261 3352 Direct

        +1 202 261 3009 Fax

November 21, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn: 	Dominic Minore

    Re:
    Fifth Street Finance Corp.

    Registration Statement on Form N-2

    File No. 333-214129

Ladies and Gentlemen:

Fifth Street Finance Corp., a Delaware
corporation (the “Company”), has today filed with the Securities and Exchange Commission (the “Commission”)
Amendment No. 1 (“Amendment No. 1”) to its Registration Statement on Form N-2 (Registration No. 333-214129)
(the “Registration Statement”). On behalf of the Company, we hereby respond to the comments of the staff (the
“Staff”) of the Commission in a letter dated November 15, 2016 from Dominic Minore of the Staff to William Tuttle
of Dechert LLP, outside counsel to the Company, relating to the Registration Statement. For your convenience, the Staff’s
comments are included in this letter, and each comment is followed by the applicable response. We will also provide courtesy copies
of Amendment No. 1, as filed and marked with the changes from the initial filing of the Registration Statement. Except as provided
in this letter, terms used in this letter have the meanings given to them in Amendment No. 1.

Prospectus

Prospectus Summary (page 1)

 1. Please present the information appearing in this section, and elsewhere throughout the prospectus,
in non-italic type.

Response:

As requested, the Company has revised the
disclosure in Amendment No. 1 to eliminate italicized text where possible.

        Dominic Minore

        November 21, 2016

        Page 2

Fifth Street Finance Corp. (page
2)

 2. Please revise the disclosure appearing in the third paragraph to clarify that below investment
grade securities are often referred to as “high yield” and “junk.”

Response:

As requested, the Company has revised the
disclosure throughout Amendment No. 1 to state that below investment grade securities are often referred to as “high yield”
and “junk”.

Recent Developments (Page 6) and
Legal Proceedings (Page 111)

 3. Please confirm whether the disclosure is current through the most recent date practicable.

Response:

The Company hereby confirms that the disclosure
in Amendment No. 1 is current through the most recent date practicable.

Investment Advisory Fees (page 7)

 4. The disclosure states that the incentive fee payable in respect of the Company’s Pre-Incentive
Fee Net Investment Income is subject to a “catch-up” feature. Briefly expand the disclosure to highlight the goal of
the “catch-up” feature.

Response:

As requested, the Company has expanded
the disclosure on page 7 of Amendment No. 1 to highlight the goal of the “catch-up” feature.

Fees and Expenses (page 12)

 5. We note the absence of the “Acquired Fund Fees & Expenses” line item from the
Company’s fee table. See Instruction 10 to Item 3 of Form N-2. Please confirm to us in your response letter that the
Company does not in the upcoming year intend to make investments in an “Acquired Fund,” as the term is defined in Instruction
10.a. to Item 3.1. of Form N-2, at a level that triggers the need for the additional line item of Acquired Fund Fees & Expenses.
If no such additional line item is required, please indicate in your response letter that any applicable Acquired Fund Fees &
Expenses is nonetheless included in “Other Expenses” or that the Company does not intend to invest in an Acquired Fund.

        Dominic Minore

        November 21, 2016

        Page 3

Response:

As requested, the Company hereby confirms
that it does not in the upcoming year intend to make investments in any “Acquired Fund” at a level that triggers the
need for disclosure of an Acquired Fund Fees & Expenses line item in the fee table. Any applicable Acquired Fund Fees and Expenses
are nonetheless included in the “Other Expenses” line item.

 6. We note the disclosure contained in footnote (6) pertaining to the incentive fee and the corresponding
expanded presentation included under the heading “Incentive Fee” beginning on page 147. The examples appearing on pages
148 & 149 relate to the calculation of the incentive fee on Pre-Incentive Fee Net Investment Income, as well as the interplay
of the quarterly “preferred return” or “hurdle” and the “catch-up” features. Based on these
disclosures, it does not appear that there is an accumulation from quarter to quarter of amounts on either the hurdle rate or the
parameters set by the “catch-up” mechanism. Nor does it appear that there is any clawback of amounts previously paid
to the investment adviser if subsequent quarters are below the quarterly hurdle or the “catch-up” parameters, or any
delay of payment to the investment adviser if prior quarters are below the quarterly hurdle or “catch-up.” Accordingly,
please expand the disclosure contained in footnote (6), and elsewhere throughout the prospectus, to reflect these observations,
if true. Furthermore, assuming that there is, in fact, no accumulation of amounts on either the hurdle rate or the “catch-up”
parameters from quarter to quarter, it would appear that current presentation of these amounts on an “annualized” basis
is inappropriate and should, therefore, be deleted.

Response:

As requested, the Company has modified
the disclosures in Amendment No. 1 to note that there is no accumulation from quarter to quarter of amounts on either the hurdle
rate or the parameters set up by the “catch-up” mechanism and that there is no clawback of any amounts previously paid
to the investment adviser.  The Company respectfully submits that disclosure of the annualized hurdle amount is useful to
investors because it allows for ease of comparison between the fee structures of other business development companies, the vast
majority of which present annualized hurdle amounts.

 7. Please expand the text accompanying footnote (9) to clarify that all fees and expenses of the
Company’s consolidated subsidiaries are included in the “Total annual expenses” line item presentation.

Response:

As requested, the Company has expanded
the text accompanying footnote (9) to the Fees and Expenses table to clarify that all fees and expenses of the Company’s consolidated subsidiaries are included
in the “Total annual expenses” line item.

        Dominic Minore

        November 21, 2016

        Page 4

 8. In the June 30, 2016 10-Q, in the Notes to the Financial Statements, the Company disclosed that
a provision for losses of $19.2 related to the lawsuits has been recorded, offset by the accrual of expected insurance recoveries
of $19.1 million in the accompanying consolidated financial statements as of June 30, 2016. Please explain what the anticipated
impact is on the incentive fee calculations for the recoveries and related expenses due to the shareholder lawsuits.

Response:

The Company respectfully submits that the
expenses of the lawsuits decreased Pre-Incentive Fee Net Investment Income during the periods in which those expenses were incurred,
thereby reducing the amount of the incentive fee paid or payable to the investment adviser. As a result, the receipt of any insurance
recoveries will be included in Pre-Incentive Fee Net Investment Income and therefore the investment adviser will be entitled to
receive an income-based incentive fee on such amounts.

Example (page 14)

 9. Please include an example assuming a 5% annual return resulting entirely from net realized capital
gains.

Response:

As requested, the Company has included
on page 14 of Amendment No. 1 an example assuming a 5% annual return resulting entirely from net realized capital gains.

Risk Factors (page 18)

 10. Expand the disclosure contained in the first paragraph to make clear that this section also
describes the special risks of investing in a business development company, including the risks associated with investing in a
portfolio of small and developing or financially troubled businesses. See Item 8.6.e. of Form N-2. In this regard, add any
additional risk factors as appropriate.

Response:

As requested, the Company has expanded
the disclosure in the first paragraph on page 18 of Amendment No. 1 to make clear that the section describes the special risks of investing in a business development
company.  The Company respectfully submits that the existing risk factors cover all such material risks.

 11. In your response letter, confirm that Company will not engage in reverse repurchase agreements.
In the alternative, provide a description of reverse repurchase agreements, noting that they represent borrowing by the Company
and, if true, that they are subject to the Company’s overall limitation on borrowing. Also highlight the risks pertaining
to reverse repurchase agreements.

        Dominic Minore

        November 21, 2016

        Page 5

Response:

The Company hereby confirms that it currently
does not, and does not expect to, engage in reverse repurchase agreements.

 12. To the extent that the Company may materially invest in derivatives, please refer to the disclosure
considerations set forth in the Letter from Barry D. Miller, Associate Director, Division of Investment Management, SEC to Karrie
McMillan, General Counsel, ICI (July 30, 2010).

Response:

The Company respectfully submits that it
does not intend to materially invest in derivatives.  To the extent it does so in the future, the Company will refer to the
disclosure considerations set forth in the July 30, 2010 letter.

Illustration (page 22)

 13. Please reconfigure the presentation of the information shown in the illustration to conform
to the format prescribed by Item 8.3.b.(3) of Form N-2.

Response:

As requested, the Company has modified
the presentation of the information shown in the illustration on page 22 of Amendment No. 1 to conform to the formal prescribed by Item 8.3(b)(3)
of Form N-2.

If we default on our obligations
to pay our other indebtedness, we may not be able to make payments on the Notes. (page 43)

 14. The disclosure states that the ING facility, the Sumitomo facility and the Notes have, and any
future credit facilities will likely have, customary cross-default provisions, and that if the indebtedness thereunder or under
any future credit facility is accelerated, the Company may be unable to repay or finance the amounts due. Please expand the disclosure
to highlight, in plain English, the consequent effect on the holders of debt securities issued by the Company where cross-default
provisions are triggered and subsequently enforced by the Company’s creditors.

Response:

As requested, the Company has expanded
the disclosure on page 44 of Amendment No. 1 to highlight in plain English the consequent effect on the holders of debt securities issued
by the Company where cross-default provisions are triggered and subsequently enforced by the Company’s creditors.

        Dominic Minore

        November 21, 2016

        Page 6

Price Range of Common Stock and Distributions
(page 48)

 15. The disclosure states that since the Company’s initial public offering in June 2008, shares
of common stock of the Company have at times traded at prices significantly less than net asset value. It also appears from the
price range information included on page 48, as well as the recent price information disclosed on the prospectus outside front
cover, that shares of the Company’s common stock typically have traded at a discount to its per share NAV over the past two
fiscal years. If the Company intends to sell shares of its common stock a price below per share NAV then, in most instances, it
must receive shareholder approval prior to doing so. Please expand the disclosure to indicate the Company’s plans to seek
this authority from the holders of its common shares. The disclosure should also clarify that any sales of shares of the Company’s
common stock at below its NAV per share requiring shareholder approval must occur, if at all, within one year after receiving such
shareholder approval.

Response:

The Company respectfully submits that it
does not currently intend to seek authority from its common stockholders to issues shares of common stock at a price per share
below NAV.  However, the Company has expanded the disclosure in Amendment No. 1 to state that any sale or other issuance of
the Company’s common stock at a price below the then-current net asset value per share requiring stockholder approval must
occur within the 12 months following such stockholder approval.

Business – General (page 101)

 16. The disclosure states that, at June 30, 2016, the Company’s portfolio included 17 investments
in private equity funds which represented less than 1% of the fair value of the Company’s assets. Please expand the disclosure
to state that the Company will limit its investments in entities that are excluded from the definition of “investment company”
under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940 (typically private equity funds and hedge funds)
to no more than 15% of its net assets.

Response:

The Company respectfully submits that it
is not aware of any formal rule or other written SEC guidance that limits the Company’s investments in entities that are
excluded from the definition of “investment company” under Section 3(c)(1) or Section 3(c)(7) of the 1940 Act to 15%
of its net assets although the Company is subject to the requirements of Section 55 of the 1940 Act.  Notwithstanding the
foregoing, however, the Company confirms that it has no current intention of investing more than 15% of its net assets in entities
(excluding Senior Loan Fund JV I, LLC) that are excluded from the definition of “investment company” under Section
3(c)(1) or Section 3(c)(7) of the 1940 Act.

        Dominic Minore

        November 21, 2016

        Page 7

Indemnification (page 151)

 17. On page F-87 of the N-2 and in the June 30, 2016 10-Q, the notes to the financial statements
state the following: “The investment advisory agreement provides that, absent willful misfeasance, bad faith or gross negligence
in the performance of their respective duties or by reason of the reckless disregard of their respective duties and obligations,
the Investment Adviser and its officers, managers, partners, members (and their members, including the owners of their members),
agents, employees, controlling persons and any other person or entity affiliated with it, are entitled to indemnification from
the Company for any damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid
in settlement) arising from the rendering of the Investment Adviser's services under the investment advisory agreement or otherwise
as the Investment Adviser. In this regard, FSAM has indicated that it intends to seek indemnification under the investment advisory
agreement with respect to any losses and expenses it may incur in connection with active lawsuits (see Note 16). To date, no amounts
have been recorded in the consolidated financial statements related to these potential claims.” Please include disclosure
of a range of reasonably possible losses for the litigation matters.

Response:

The Company respectfully submits that it
is currently unable to estimate the reasonably possible losses for the litigation matters.  Once the Company is able to make such
an estimate, appropriate information will be included in the Company’s filings under the Exchange Act and in any prospectus
supplement used in connection with an offering of the securities registered under the Registration Statement. Until such time, the Company undertakes to clarify in future financial statements that the amount

November 15, 2016

VIA E -MAIL

William J. Tuttle, Esq.
Dechert LLP
1900 K Street, NW
Washington, DC  20006
Re: Fifth Street Finance Corp. (the “Company”)
 Registration Statement on Form N -2
 File No. 333-214129

Dear Mr. Tuttle:

We have reviewed the registration statement referenced above that was filed on October 17,
2016 and have the following comments.  Whenever a comment is made in one location, it is
considered applicable to all similar disclosure appearing elsewhere in the registration statement.   Additionally, for convenience, we have generally organized our comments using headings,
defined terms and page numbers found in the registr ation statement.
Prospectus
Prospectus Summary (page 1)
Please present the information appearing in this section, and elsewhere throughout the
prospectus, in non-italic type.
Fifth Street Finance Corp.  (page 2)
Please revise the disclosure appearing in t he third paragraph to clarify that below investment
grade securities are often referred to as “high yield” and “junk.”
Recent Developments (Page 6) and Legal Proceedings (Page 111)
Please confirm whether the disclosure is current through the most recent da te practicable.
Investment Advisory Fees  (page 7)
The disclosure states that the incentive fee payable in respect of the Company’s Pre -Incentive
Fee Net Investment Income is subject to a “catch -up” feature.  Briefly expand the disclosure to
highlight the goal of the “catch -up” feature.

2
 Fees and Expenses  (page 12)
We note the absence of the “Acquired Fund Fees & Expenses” line item from the Company’s fee
table.  See Instruction 10 to Item 3 of Form N -2.  Please confirm to us in your response letter that
the Company does not in the upcoming year intend to make investments in an “Acquired Fund,” as the term is defined in Instruction 10.a. to Item 3.1.  of Form N -2, at a  level that triggers the
need for the additional line item of Acquired Fund Fees & Expenses.  If no such additional line
item is required, please indicate in your response letter that any applicable Acquired Fund Fees
& Expenses is nonetheless included in “Other Expenses” or that the Company does not intend to
invest in an Acquired Fund.
We note the disclosure contained in footnote (6) pertaining to the incentive fee and the
corresponding expanded presentation included under the heading “ Incentive Fee”  beginning on
page 147.  The examples appearing on pages 148 & 149 relate to the calculation of the incentive
fee on Pre -Incentive Fee Net Investment Income, as well as the interplay of the quarterly
“preferred return” or “hurdle” and the “catch -up” features.  Based on these disclosures, it does
not appear that there is an accumulation from quarter to quarter of amounts on either the hurdle rate or the parameters set by the “catch -up” mechanism .  Nor does it appear that there is any
clawback of amounts previousl y paid to the investment a dviser if subsequent quarters are below
the quarterly hurdle or the “catch-up” parameters , or any delay of payment to the investment
adviser  if prior quarters are below the quarterly hurdle or “catch-up.”  Accordingly, please
expand the disclosure contained in footnote (6), and elsewhere throughout the prospectus, to
reflect these observations, if true.  Furthermore, assuming that there is, in fact, no accumulation
of amounts on either the hurdle rate or the “catch-up” parameters f rom quarter to quarter, it
would a ppear that current presentation of these amounts on an “annualized” basis is
inappropriate  and should, therefore, be deleted.
Please expand the text accompanying footnote (9) to clarify that all fees and expenses of the
Company’s consolidated subsidiaries are included in the “Total annual expenses” line item
presentation.
In the June 30, 2016 10-Q, in the Notes to the Financial Statements, the Company disclosed that
a provision for losses of $19.2 related to the lawsuits has been recorded, offset by the accrual of
expected insurance recoveries of $19.1 million in the accompanying consolidated financial
statements as of June  30, 2016.  Please explain what the anticipated impact is on the incentive
fee calculations for the r ecoveries and related expenses due to the shareholder lawsuits.
Example (page 14)
Please include an example assuming a 5% annual return resulting entirely from net realized
capital gains.

3
 Risk Factors  (page 18)
Expand the disclosure contained in the first paragraph to make clear that this section also describes
the special risks of investing in a business development company, including the risks associated
with investing in a portfolio of small and developing or financially troubled businesses.  See Item
8.6.e. of Form N -2.  In this regard, add any additional risk factors as appropriate.
In your response letter, confirm that Company will not engage in reverse repurchase agreements.
In the alternative, provide a description of reverse repurchase agreements, noting that they
represent borrowing by the Company and, if true, that they are subject to the Company’s overall
limitation on borrowing.  Also highlight the risks pertaining to reverse repurchase agreements.
To the extent that the Company may materially invest in derivatives, please refer to the
disclosure considerations set forth in the  Letter from Barry D. Miller, Associate Director, Division of Investment Management, SEC to Karrie McMillan, General Counsel, ICI (July 30,
2010).
Illustration  (page 22)
Please reconfigure the presentation of the information shown in the illustration to conform to the format prescribed by Item 8.3.b.(3) of Form N -2.
If we default on our obligations to pay our other indebtedness , we may not be able to make
payments on the Notes.  (page  43)
The disclosure states that the ING facility, the Sumitomo facility and the  Notes have, and any
future credit facilities will likely have, customary cross -default provisions, and that if the
indebtedness thereunder or under any future credit facility is accelerated, the Company may be
unable to repay or finance the amounts due.  Please expand the disclosure to highlight, in plain
English, the consequent effect on the holders of debt sec urities issued by the Company where
cross -default provisions are triggered and subsequently enforced by the Company’s creditors.
Price Range of Common Stock and Distributions  (page 48)
The disclosure states that since the Company’s initial public offering in June 2008, shares of
common stock of the Company have at times traded at prices significantly less than net asset
value.  It also appears from the price range information included on page 48, as well as  the recent
price information disclosed on the prospectus outside front cover,  that shares of the Company’s
common stock typically have traded at a discount to its per share NAV over the past two fiscal
years.  If the Company intends to sell shares of its common stock a price below per share NAV
then, in most instances , it must receive shareholder approval prior to doing so.  Please expand the
disclosure to indicate the Company’s plans to seek this authority from the holders of its common
shares.  The disclosure should also clarify that any sales  of shares of the Company’s common
stock at below its NAV per share requiring shareholder approval must occur, if at all, within one
year after receiving such shareholder approval.

4
 Business – General  (page 101)
The disclosure states that, at June 30, 2016, the Company’s portfolio included 17 investments in
private equity funds which represented less than 1% of the fair value of the Company’s assets.
Please expand the disclosure to state that t he Company will limit its investments in entities that
are excluded from the definition of “investment company” under Section 3(c)(1) or Section
3(c)(7) of the Investment Company Act of 1940 (typically private equity funds and hedge funds)
to no more than 15% of its net assets.

Indemnification (page 151)
On page F -87 of the N -2 and in the June 30, 2016 10-Q, the notes to the financial statements
state the following: “The investment advisory agreement provides that, absent willful
misfeasance, bad faith or gross negligence in the performance of their respective duties or by
reason of the reckless disregard of their respective duties and obligations, the Investment Adviser
and its officers, managers, partners, members (and their members, including the owners of their
members), agents, employees, controlling persons and any other person or entity affiliated with
it, are entitled to indemnification from the Company for any damages, liabilities, costs and
expenses (including reasonable attorneys' fees and amounts  reasonably paid in settlement)
arising from the rendering of the Investment Adviser's services under the investment advisory
agreement or otherwise as the Investment Adviser. In this regard, FSAM has indicated that it
intends to seek indemnification under  the investment advisory agreement with respect to any
losses and expenses it may incur in connection with active lawsuits (see Note 16). To date, no
amounts have been recorded in the consolidated financial statements related to these potential
claims.”  P lease include disclosure of a range of reasonably possible losses for the litigation
matters.
Description of  Our Debt Securities (page 163)
In your respons e letter, please describe the types of debt that the Comp any contemplates
offering through this re gistration st atement.  Additiona lly, under take to advise us in advance of
any propos ed debt offeri ng pursuant to this registration st atement and to provide  for staff
review the preliminary prospectus suppl ement relating to any debt offeri ng by the Comp any.
Further undertake to clear all staff comm ents pri or to the comm encement of any such debt
offering whenever the preliminary prospectus suppl ement materially differs from the  form of
prospectus suppl ement filed with, or incorporated by reference into, this registration st atement
at the time of effectiv eness.
We note, from the disclosure appearing on pages 41 &  42, that the indenture does not contain
any provisions that give a holder of debt securities issued thereunder any protection in the event the Company or its subsidiaries issue a large amount of debt or is acquired by another entity.  Additionally, the di sclosure indicates that the debt securities issued by the Company under the
indenture, whether secured or unsecured, will rank structurally junior to all existing and future

5
 indebtedness (including trade payables) incurred by the Company’s subsidiaries, fi nancing
vehicles or similar facilities.  It also appears that the Company’s creditor s have secured a first
priority security interest in all of the Company’s portfolio investments, the equity interests in
certain of its direct and indirect subsidiaries and substantially all of its other assets.
Accordingly, please note that the prospectus supplement used with an offering of the Company’s
debt securities should include the following disclosure, as applicable:
(1) The outside front cover of the prospectus supplement should, disclose, if true, that as of the offering date of the debt securities being offered thereby, none of the Company's indebtedness is
currently subordinated to the debt securities.  Accompany that disclosure with a statement as to
whether it is the current intention of the Company to issue indebtedness which expressly states
that it is subordinated to the debt securities being offered.
(2) The outside front cover of the prospectus supplement should disclose that the debt securities are "struct urally subordinated" and are “effectively subordinated” to all existing and future
indebtedness of the Company and other obligations of its subsidiaries, financing vehicles and similar facilities.  The outside front cover of the prospectus supplement shoul d also disclose the
approximate total dollar amount, as of the debt securities offering date, of all liabilit ies and
obligations to which the debt securities being offered are structurally subordinated and effectively subordinated.  The prospectus suppleme nt summary section should also explain, in
plain English, the significance of  the debt securities being structural ly subordinated and
effectively subordinated, specifically highlighting how such subordination affects the rights and
priorities of the holde rs of the debt securities.
 (3) Refrain from using the word "senior" in the title of any debt securities issued by the
Company, or when describing/identifying their ranking, if the debt securities are not
contractually senior in right of repayment to the other outstanding obligations of the Company.  Even where debt securities being offered by the Company are contractually senior in right of
repayment to the other outstanding obligations of the Company, consider the appropriateness of
referring to the debt securities as “senior” when they are also are structurally subordinated to the
obligations of the Company’s subsidiaries, financing vehicles and similar facilities.
(4) Disclose that the debt securities being offered will not be subject to any sinking fund and explain the significance thereof; for example, state that no amounts will be set aside for the express purpose of repayment of principal and any unpaid interest on the debt securities, and that
repayment of the debt securities will depend upon the f inancial condition of the Company and its
subsidiaries as they exist as of the maturity date of the debt securities.
Plan of Distribution (page 193)
Please confirm to the  staff in your response  letter that the Comp any will s ubmit any
under written offeri ng to FINRA for its prior approva l of the underwriting  terms.

6
 In your respons e letter, undertake to include in any prospectus suppl ement, as applicable, unde r
a section captione d “Additiona l Und erwriter Comp ensation” a description of  the terms of  any
agreement that the Comp any will h ave entered into with the  under writers or their affilia tes in
connection with any offering, and speci fy the nature of the services that the under writers or their
affilia tes have provide d or will p rovide  thereunder.  Further under take to dis close whether any
such fee payable thereunder is a one-time  fee or whether it is p ayable annually. Also unde rtake
to file all such agreements as exhibits  in a post -effe ctive amendment to the  registration
statement.
Item 25 Financial Statements and Exhibits   (page C-1)
Exhibit  (l)
We note from the Opinion and Consent of Dechert LLP  that the terms of  the actual offerings
from this re gistration st atement ha ve not yet been authori zed by the Comp any’s Board of
Directors.  Th erefore, in your response  letter, provide  an unde rtaking on behalf of the Comp any
to file, in a post-effective  amendment with each t akedown from this she lf registration
statement, an unqua lified legality opinion and related consent of counsel, and that the content
of which will be c onsist ent with  the views set forth in Staff Legal Bulle tin No. 19 (CF).
Exhibit (n)(2)
In Exhibit (n)(2), the audit opinion is addressed to the Board of Directors.  Please explain why
the audit opinion is not also addressed to shareholders as well as the Board.
Annual Report on Form 10 -K for the  fiscal year ended September 30, 2015
On page 95, Consolidated Statements of Assets and Liabilities, please confirm  whether  there are
any director fees payable at year end.    If there are any such payables, in future filings, these
should be disclosed separately on the balance sheet, in accordance wit h Regulation S -X, Article
6-04.12.
On page 104, Consolidated Schedule of Investments, please confirm whether or not the warrants listed expire.    If so, please include the expiration date in the description on the Consolidated
Schedule of Investments in future filings.
On page 111, Consolidated Schedule of Investments, we noted that footnote 12 indicates which investment is n

CORRESP
1
filename1.htm

    1900 K Street, N.W.
 Washington, DC  20006
+1  202  261  3300  Main
+1  202  261  3333  Fax
www.dechert.com

    WILLIAM J. TUTTLE
william.tuttle@dechert.com
+1 202 261 3352  Direct
+1 202 261 3009  Fax

October 14, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attn: Dominic Minore

    Re:
    Fifth Street Finance Corp.

    Registration Statement on Form N-2

Ladies and Gentlemen:

Fifth Street Finance Corp., a Delaware corporation (the “Company”),
has today filed with the Securities and Exchange Commission a Registration Statement on Form N-2, which registers an aggregate
$1.0 billion of securities that may be offered by the Company from time to time in reliance on Rule 415 under the Securities Act
of 1933, as amended. If you have any questions, please feel free to contact the undersigned by telephone at 202.261.3352 (or by
email at william.tuttle@dechert.com). Thank you for your cooperation and attention to this matter.

Sincerely,

/s/ William J. Tuttle

William J. Tuttle

CORRESP
1
filename1.htm

Booth, Scott

    From:
    Hildebrandt, Stephani

    Sent:
    Tuesday, February 17, 2015 8:55 AM

    To:
    parachkevova@sec.gov

    Cc:
    Pangas, Harry S.; Booth, Scott

    Subject:
    RE: Fifth Street Finance Corp.

    Attachments:
    FSC - SEC Response Letter [February 2015] (3).docx; FSC - Changed Pages.pdf

Asen –

I hope you are enjoying the “snow day”
here in DC. Attached please find a draft response letter that addresses the verbal comments we received from you last week as well
a certain changed pages of the draft amendment to the Form N-2 for your preliminary review. Once you have had a chance to review,
please let us know if you have any additional questions. The Company is anxious to get the shelf registration statement effective
so that it can be ready to complete a transaction pending market conditions.

Thanks,

Stephani

Stephani M Hildebrandt | Counsel
| 202.383.0845

From: Hildebrandt, Stephani

Sent: Friday, January 16, 2015 5:32 PM

To: 'parachkevova@sec.gov'

Cc: Pangas, Harry S.; Booth, Scott

Subject: RE: Fifth Street Finance Corp.

Asen –

Per your request, attached is a redline showing changes
to Fifth Street’s Post-Effective Amendment as compared to the prior N-2 filed with the SEC.

Thanks and have a good weekend.

Stephani

Stephani M Hildebrandt | Counsel

Sutherland Asbill & Brennan LLP

700 Sixth Street, NW, Suite 700 | Washington, DC
20001-3980 202.383.0845 direct | 202.637.3593 facsimile

stephani.hildebrandt@sutherland.com | www.sutherland.com Biography
| Download vCard

February [ ], 2015

Via
EDGAR

Asen Parachkevov, Esq.

Attorney Advisor

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:

        Fifth Street Finance Corp.

        Registration Statement on Form N-2

        File No.: 333-192770

Dear Mr. Parachkevov:

On behalf of Fifth Street Finance Corp.
(the “Company”), set forth below are the Company’s responses to the oral comments provided
by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) to the Company on February 9, 2015 relating to the Company’s Post-Effective Amendment
No. 6 to its Registration Statement on Form N-2 (File No. 333-192770) (the “Registration Statement”).
The Staff’s comments are set forth below in italics and are followed by the Company’s responses.

General

 1. Please confirm to the staff in your response letter
that the Company will submit any underwritten offering to FINRA for its approval of the underwriting terms.

Response: The Company confirms it that
will submit any underwritten offering to FINRA for its approval of the underwriting terms.

Prospectus Summary

2.	Please add disclosure to page 1 to clarify that a portion
of the fee payable to the Company’s investment adviser is based upon gross assets and as such, may encourage the investment
adviser to use leverage to make additional investments.

Mr. Asen Parachkevov

Securities and Exchange Commission

February [ ], 2015

Page 2

Response: The Company has
revised the disclosure on pages [1 and 2] accordingly.

3.	In your response letter, please confirm that the Company’s
Board of Directors review the allocation of expenses reimbursed by the Company to its administrator, FSC CT LLC (“FSC CT”).

Response: The Company advises
the Staff that the Company’s Board of Directors reviews the allocation of expenses reimbursed by the Company for the expenses
of the Company’s executive officers and their staff. The Board of Directors also review and approve, on an annual basis,
the terms of the administration agreement pursuant to which the Company reimburses its administrator.

4.	In your response letter, confirm whether the rent paid
to FSC CT is at cost or market value and whether FSC CT profits from the payment of rent by the Company.

Response: The Company advises
the Staff supplementally that all reimbursement to FSC CT is at cost with no profit to, or markup by, FSC CT. The Company respectfully
directs the Staff to Note 11 of the Notes to Consolidated Financial Statements on page [F-82] for additional information regarding
the reimbursement of expenses to FSC CT. In addition, the Company has revised the disclosure throughout the Prospectus to clarify
that such reimbursement is at cost to FSC CT.

Fees and Expenses Table

5.	Please confirm whether the fees and expenses incurred
by Senior Loan Fund JV I LLC (“SLF JV I”) are more than 1bps and if so, whether such fees are included in the fees
and expenses table.

Response: The Company confirms that
the fees and expenses incurred by SLF JV I are less than 1bps and, therefore, are not required to be included in the Fees and Expenses
Table.

6.	Please confirm whether the Company has any current
intention to offer preferred stock or debt securities in the next 12 months. If so, please update the Fees and Expenses section
to indicate the current intent of the Company.

Response: The Company respectfully advises
the Staff that the Company’s management and its board have no current intention to offer preferred stock in the next 12 months.
However, the Company’s management and its board may determine that it is in the best interest of the Company to issue debt
securities in the next 12 months. Accordingly, the Company has revised the disclosure in the fees and expenses table to indicate
the Company may issue debt securities in the next twelve months.

Mr. Asen Parachkevov

Securities and Exchange Commission

February [ ], 2015

Page 3

Risk Factors

7.	Please update the risk factor beginning with “Changes
in interest rates may effect. . .” on page [17] to include a discussion of the risks associated with variable interest rates.

Response: The Company has revised the
disclosure on page [17] accordingly.

8.	Please update the risk factor beginning with “A
significant portion of our investment portfolio is and will continue to be recorded at fair value. . .” on page [17] to include
a discussion of the risks associated with original issue discount and PIK.

Response: The Company has
revised the disclosure on page [17] accordingly.

9.	With reference to the “Assumed Return on Our
Portfolio Investments” table on page [20], please confirm the weighted average interest rate in footnote 1 is consistent
with the weighted average interest rate disclosed elsewhere in the table and the financial statements.

Response: The Company has revised the
disclosure on page [20] accordingly.

10.	Please update the risk factor beginning with “Our
ability to enter into transactions. . .” on page [21] or another appropriate place within the disclosure to include additional
information regarding the conditions of the co-investment exemptive order.

Response: The Company has revised the
disclosure on page [21] accordingly.

11.	In your response letter, please confirm whether any
of the Company’s convertible debt remains outstanding.

Response: The Company respectfully advises
the Staff that as of December 31, 2014, the Company had $115.0 million of Convertible Notes outstanding. Please see “Convertible
Notes” on pages [77-78] for disclosure related to the Company’s convertible debt.

Management’s Discussion and Analysis of Financial
Condition and Results of Operations

12.	On pages [52-53] under the heading “Senior Loan
Fund JV I, LLC,” the Company references the senior revolving credit facility SLF JV I entered into with Deutsche Bank AG,
New York Branch. Please disclose the interest rate of the senior revolving credit facility.

Mr. Asen Parachkevov

Securities and Exchange Commission

February [ ], 2015

Page 4

Response: The Company has revised the
disclosure on page [53] accordingly in response to the Staff’s comment.

13.	On page [54], with reference to SLF JV I’s Schedule
of Investment, please add a footnote to disclose which portfolio investments are held by both SLF JV I and the Company.

Response: The Company has added disclosure
on pages [55-56] to indicate the portfolio investments held by both SLF JV I and the Company.

14.	On page [55] the Company states “we transferred
$160.2 million of senior secured debt investments and $20.1 million of receivables from secured financing arrangements to SLF JV
I at fair value. . . .” Please confirm whether the investments are valued by an independent third party valuation firm at
the time of transfer.

Response: The Company respectfully
advises the Staff that for portfolio investments in which there are readily available broker quotes, such portfolio investments
are transferred at the quoted price on the trade date. For portfolio investments in which no readily available broker quote is
available, the Company engages in arm’s length negotiations regarding the valuation with Trinity Universal Insurance Company,
the other investor in SLF JV I, based on available information about the asset being transferred.

15.	On page [55], the Company states “[w]e recognized
a realized gain of $0.3 million on this transaction.” Please confirm whether the Company’s investment adviser recognizes
an incentive fee on such gain on the transfer of investments to SLF JV I.

Response: The Company respectfully advises
the Staff that any realized gain on the transfer of investments to SLF JV I, is not included in the determination of the incentive
fee paid to the Company’s investment adviser.

Accounting Comments

16.	In any future quarterly reports on Form 10-Q or annual
reports on Form 10-K filed by the Company, please provide the following line items with respect to the selected financial information
provided for SLF JV I: (1) interest income; (2) other income; (3) management and incentive fees incurred; (4) interest expense;
(5) other expenses; and (6) net realized gains (losses).

Response: The Company undertakes to
include these items in future Form 10-Q and Form 10-K reports.

Mr. Asen Parachkevov

Securities and Exchange Commission

February [ ], 2015

Page 5

17.	On page [56], the Company notes that net expenses
for the years ended September 30, 2013 includes a waiver of expenses, please add additional disclosure to describe to what the
referenced waiver relates.

Response: The Company has
added disclosure as requested on page [58].

18.	The Company refers to its “Part I Incentive
Fee” and” Part II Incentive Fee” throughout the Prospectus. Please consider referring revising the disclosure
to refer to the income incentive fee and the capital gain incentive fee to be consistent with plain English.

Response: The Company respectfully advises
the Staff that only the Notes to the Consolidated Financial Statements use the terms Part I Incentive Fee and Part II Incentive
Fee. The Company undertakes to revise the terminology in the Notes to the Consolidated Financial Statements in its future quarterly
reports on Form 10-Q or annual reports on Form 10-K.

19.	On page [61] under the heading “Gain on Extinguishment
of Convertible Notes,” please revise the disclosure to indicate that the incentive fee can be taken on the gain on extinguishment
of convertible notes. In addition, please indicate in the Prospectus Summary and Fees and Expenses table that such gain may be
included in the determination of the incentive fee.

Response: The Company respectfully refers
the Staff to page [62] of the Prospectus where such disclosure explains that because the net gain on the extinguishment of the
Convertible Notes was included in the amount that must be distributed to our stockholders in order for us to maintain our RIC status
and is classified as a component of net investment income in our Consolidated Statements of Operations, such net gain was included
in “Pre-Incentive Fee Net Investment Income” for purposes of the payment of the income incentive fee to the investment
adviser under our investment advisory agreement. Paying an incentive fee on this type of net gain is permissible under our investment
advisory agreement, but because such a fee was not specifically detailed in the investment advisory agreement, we obtained the
approval of our Board of Directors to pay such fees.

20.	On page [66] of the Prospectus, the Company states
that it has $109.0 million of cash and cash equivalents (including restricted cash) as of September 30, 2014. Please disclose supplementally
what constitutes “restricted cash”.

Mr. Asen Parachkevov

Securities and Exchange Commission

February [ ], 2015

Page 6

Response: The Company advises the Staff
that “restricted cash” includes, as of September 30, 2014, $40.5 million that was held at U.S. Bank, National Association
in connection with the Company's Sumitomo credit facility. The Company is restricted in terms of access to this cash until such
time as the Company submits its required monthly reporting schedules and Sumitomo Mitsui Banking Corporation verifies the Company's
compliance per the terms of the credit agreement with the Company.

Portfolio Companies

21.	On pages [98-110] please indicate which portfolio
investments are eligible portfolio companies.

Response: The Company has
revised the disclosure on pages [103-115] accordingly. The Company also undertakes to provide similar disclosure in its Schedule
of Investments in the Company’s financial statements in future Form 10-Q and Form 10-K filings.

Portfolio Management

22.	On page [121] under the heading “Investment
Personnel,” please confirm supplementally whether all of the named portfolio managers are responsible for managing the investments
of the entities listed on pages [121]. In addition, please confirm in your response letter whether any of the other accounts managed
by the investment personnel have performance based compensation arrangements.

Response: The Company respectfully
advises the Staff that each of the named portfolio managers are responsible for managing the Company’s investments and the
investments of such affiliates listed on page [126] of the Prospectus. Fifth Street Management LLC has entered into investment
advisory agreements with each entity for which it acts as a registered investment advisor, the terms of which are specific to each
investment advisory agreement. The investment advisory agreements may include base management fees and performance based compensation.

Investment Advisory Agreement

23.	On page [129] under the heading “Board Approval
of the Investment Advisory Agreement,” please disclose whether the Board of Directors has approved the Investment Advisory
Agreement since January 14, 2014 and, if so, please update the disclosure accordingly.

Response: The Company has revised the
disclosure on page [134] accordingly.

Mr. Asen Parachkevov

Securities and Exchange Commission

February [ ], 2015

Page 7

24.	Please confirm supplementally whether there was a
return of capital distributed to shareholders for the year ended September 30, 2014. In addition, please disclose supplementally
how shareholders were notified of the return of capital and whether the Company was in compliance with Section 19 of the 1940 Act.

Response: Pursuant to Section 19 of
the 1940 Act, and Rule 19a-1 promulgated thereunder, the Company is required to accompany dividend payments with a notice if any
part of that distribution is from a source other than accumulated undistributed net income, not including profits or losses from
the sale of securities or other properties. At the time of each quarterly dividend declaration, the Company presents its Board
of Directors with a presentation regarding the proposed dividend, the amount of which is generally based upon the distributable
taxable income estimated by management for the relevant period and year end. The Company respectfully advises the Staff that at
the end of each fiscal quarter and fiscal year, the Company’s actual financial results are reconciled with the distributions
made in order to ensure that none of the prior distributions were from a source other than accumulated undistributed net income.
To the extent t

CORRESP
1
filename1.htm

777 West Putnam Avenue, 3rd
Floor

Greenwich, CT 06830

February 20, 2015

VIA EDGAR

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 RE: Fifth Street Finance Corp.

Registration Statement on Form N-2

File No. 333-192770

Ladies & Gentlemen:

In accordance with Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, Fifth Street Finance Corp. (the “Registrant”)
hereby respectfully requests that the above-captioned registration statement, including all amendments thereto, be ordered effective
on February 23, 2015, at 10:00 a.m., New York City time, or as soon thereafter as practicable.

The disclosure in the referenced filing
is the responsibility of the Registrant. The Registrant represents to the U.S. Securities and Exchange Commission (the “Commission”)
that should the Commission, or 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, and the Registrant represents that it will not assert staff comments
or the action of the staff to declare the filing effective as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

The Registrant further acknowledges that
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective does not relieve
the Registrant from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

Should you have any questions concerning
this request, please contact me at (203) 681-3670 or our counsel, Steven B. Boehm, of Sutherland Asbill & Brennan LLP at (202)
383-0176.

Fifth
Street Senior Floating Rate Corp.

By:    /s/ Richard A. Petrocelli

Name: Richard A. Petrocelli

Title: Chief Financial Officer

CORRESP
1
filename1.htm

February 20, 2015

Via
EDGAR

Asen Parachkevov, Esq.

Attorney Advisor

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:

        Fifth Street Finance Corp.

        Registration Statement on Form N-2

        File No.: 333-192770

Dear Mr. Parachkevov:

On behalf of Fifth Street Finance Corp.
(the “Company”), set forth below are the Company’s responses to the oral comments provided
by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) to the Company on February 9, 2015 relating to the Company’s Post-Effective Amendment
No. 6 to its Registration Statement on Form N-2 (File No. 333-192770) (the “Registration Statement”).
The Staff’s comments are set forth below in italics and are followed by the Company’s responses.

General

1.
Please confirm to the staff in your response letter that the Company will submit any underwritten offering to FINRA for
its approval of the underwriting terms.

Response: The Company confirms it that
will submit any underwritten offering to FINRA for its approval of the underwriting terms.

Prospectus Summary

2.
Please add disclosure to page 1 to clarify that a portion of the fee payable to the Company’s investment adviser is
based upon gross assets and as such, may encourage the investment adviser to use leverage to make additional investments.

Response: The Company has
revised the disclosure on pages 1 and 2 accordingly.

Mr. Asen Parachkevov

Securities and Exchange Commission

February 20, 2015

Page 2

3.
In your response letter, please confirm that the Company’s Board of Directors review the allocation of expenses reimbursed
by the Company to its administrator, FSC CT LLC (“FSC CT”).

Response: The Company advises
the Staff that the Company’s Board of Directors reviews the allocation of expenses reimbursed by the Company for the expenses
of the Company’s executive officers and their staff. The Board of Directors also review and approve, on an annual basis,
the terms of the administration agreement pursuant to which the Company reimburses its administrator.

4.
In your response letter, confirm whether the rent paid to FSC CT is at cost or market value and whether FSC CT profits from
the payment of rent by the Company.

Response: The Company advises
the Staff supplementally that all reimbursement to FSC CT is at cost with no profit to, or markup by, FSC CT. The Company respectfully
directs the Staff to Note 11 of the Notes to Consolidated Financial Statements on page F-82 for additional information regarding
the reimbursement of expenses to FSC CT. In addition, the Company has revised the disclosure throughout the Prospectus to clarify
that such reimbursement is at cost to FSC CT.

Fees and Expenses Table

5.
Please confirm whether the fees and expenses incurred by Senior Loan Fund JV I LLC (“SLF JV I”) are more than
1bps and if so, whether such fees are included in the fees and expenses table.

Response: The Company confirms that
the fees and expenses incurred by SLF JV I are less than 1bps and, therefore, are not required to be included in the Fees and Expenses
Table.

6.
Please confirm whether the Company has any current intention to offer preferred stock or debt securities in the next 12
months. If so, please update the Fees and Expenses section to indicate the current intent of the Company.

Response: The Company respectfully advises
the Staff that the Company’s management and its board have no current intention to offer preferred stock in the next 12 months.
However, the Company’s management and its board may determine that it is in the best interest of the Company to issue debt
securities in the next 12 months. Accordingly, the Company has revised the disclosure in the fees and expenses table to indicate
the Company may issue debt securities in the next twelve months.

Mr. Asen Parachkevov

Securities and Exchange Commission

February 20, 2015

Page 3

Risk Factors

7.
Please update the risk factor beginning with “Changes in interest rates may effect. . .” on page 17 to include
a discussion of the risks associated with variable interest rates.

Response: The Company has revised the
disclosure on page 17 accordingly.

8.
Please update the risk factor beginning with “A significant portion of our investment portfolio is and will continue
to be recorded at fair value. . .” on page 17 to include a discussion of the risks associated with original issue discount
and PIK.

Response: The Company has
revised the disclosure on page 17 accordingly.

9.
With reference to the “Assumed Return on Our Portfolio Investments” table on page 20, please confirm the weighted
average interest rate in footnote 1 is consistent with the weighted average interest rate disclosed elsewhere in the table and
the financial statements.

Response: The Company has revised the
disclosure on page 20 accordingly.

10.
Please update the risk factor beginning with “Our ability to enter into transactions. . .” on page 21 or another
appropriate place within the disclosure to include additional information regarding the conditions of the co-investment exemptive
order.

Response: The Company has revised the
disclosure on page 21 accordingly.

11.
In your response letter, please confirm whether any of the Company’s convertible debt remains outstanding.

Response: The Company respectfully advises
the Staff that as of December 31, 2014, the Company had $115.0 million of Convertible Notes outstanding. Please see “Convertible
Notes” on pages 78-79 for disclosure related to the Company’s convertible debt.

Mr. Asen Parachkevov

Securities and Exchange Commission

February 20, 2015

Page 4

Management’s Discussion and Analysis of Financial
Condition and Results of Operations

12.
On pages 52-53 under the heading “Senior Loan Fund JV I, LLC,” the Company references the senior revolving credit
facility SLF JV I entered into with Deutsche Bank AG, New York Branch. Please disclose the interest rate of the senior revolving
credit facility.

Response: The Company has revised the
disclosure on page 53 accordingly in response to the Staff’s comment.

13.
On page 54, with reference to SLF JV I’s Schedule of Investment, please add a footnote to disclose which portfolio
investments are held by both SLF JV I and the Company.

Response: The Company has added disclosure
on pages 55-56 to indicate the portfolio investments held by both SLF JV I and the Company.

14.
On page 55 the Company states “we transferred $160.2 million of senior secured debt investments and $20.1 million
of receivables from secured financing arrangements to SLF JV I at fair value. . . .” Please confirm whether the investments
are valued by an independent third party valuation firm at the time of transfer.

Response: The Company respectfully
advises the Staff that for portfolio investments in which there are readily available broker quotes, such portfolio investments
are transferred at the quoted price on the trade date. For portfolio investments in which no readily available broker quote is
available, the Company engages in arm’s length negotiations regarding the valuation with Trinity Universal Insurance Company,
the other investor in SLF JV I, based on available information about the asset being transferred.

15.
On page 55, the Company states “[w]e recognized a realized gain of $0.3 million on this transaction.” Please
confirm whether the Company’s investment adviser recognizes an incentive fee on such gain on the transfer of investments
to SLF JV I.

Response: The Company respectfully advises
the Staff that any realized gain on the transfer of investments to SLF JV I, is not included in the determination of the incentive
fee paid to the Company’s investment adviser.

Accounting Comments

16.
In any future quarterly reports on Form 10-Q or annual reports on Form 10-K filed by the Company, please provide the following
line items with respect to the selected financial information provided for SLF JV I: (1) interest income; (2) other income; (3)
management and incentive fees incurred; (4) interest expense; (5) other expenses; and (6) net realized gains (losses).

Response: The Company undertakes to
include these items in future Form 10-Q and Form 10-K reports.

Mr. Asen Parachkevov

Securities and Exchange Commission

February 20, 2015

Page 5

17.
On page 56, the Company notes that net expenses for the years ended September 30, 2013 includes a waiver of expenses, please
add additional disclosure to describe to what the referenced waiver relates.

Response: The Company has
added disclosure as requested on page 58.

18.
The Company refers to its “Part I Incentive Fee” and” Part II Incentive Fee” throughout the Prospectus.
Please consider referring revising the disclosure to refer to the income incentive fee and the capital gain incentive fee to be
consistent with plain English.

Response: The Company respectfully advises
the Staff that only the Notes to the Consolidated Financial Statements use the terms Part I Incentive Fee and Part II Incentive
Fee. The Company undertakes to revise the terminology in the Notes to the Consolidated Financial Statements in its future quarterly
reports on Form 10-Q or annual reports on Form 10-K.

19.
On page 61 under the heading “Gain on Extinguishment of Convertible Notes,” please revise the disclosure to
indicate that the incentive fee can be taken on the gain on extinguishment of convertible notes. In addition, please indicate in
the Prospectus Summary and Fees and Expenses table that such gain may be included in the determination of the incentive fee.

Response: The Company respectfully refers
the Staff to page 66 of the Prospectus where such disclosure explains that because the net gain on the extinguishment of the Convertible
Notes was included in the amount that must be distributed to our stockholders in order for us to maintain our RIC status and is
classified as a component of net investment income in our Consolidated Statements of Operations, such net gain was included in
“Pre-Incentive Fee Net Investment Income” for purposes of the payment of the income incentive fee to the investment
adviser under our investment advisory agreement. Paying an incentive fee on this type of net gain is permissible under our investment
advisory agreement, but because such a fee was not specifically detailed in the investment advisory agreement, we obtained the
approval of our Board of Directors to pay such fees.

20.
On page 66 of the Prospectus, the Company states that it has $109.0 million of cash and cash equivalents (including restricted
cash) as of September 30, 2014. Please disclose supplementally what constitutes “restricted cash”.

Response: The Company advises the Staff
that “restricted cash” includes, as of September 30, 2014, $40.5 million that was held at U.S. Bank, National Association
in connection with the Company's Sumitomo credit facility. The Company is restricted in terms of access to this cash until such
time as the Company submits its required monthly reporting schedules and Sumitomo Mitsui Banking Corporation verifies the Company's
compliance per the terms of the credit agreement with the Company.

Mr. Asen Parachkevov

Securities and Exchange Commission

February 20, 2015

Page 6

Portfolio Companies

21.
On pages 98-110 please indicate which portfolio investments are eligible portfolio companies.

Response: The Company has
revised the disclosure on pages 103-115 accordingly. The Company also undertakes to provide similar disclosure in its Schedule
of Investments in the Company’s financial statements in future Form 10-Q and Form 10-K filings.

Portfolio Management

22.
On page 121 under the heading “Investment Personnel,” please confirm supplementally whether all of the named
portfolio managers are responsible for managing the investments of the entities listed on pages 121. In addition, please confirm
in your response letter whether any of the other accounts managed by the investment personnel have performance based compensation
arrangements.

Response: The Company respectfully
advises the Staff that each of the named portfolio managers are responsible for managing the Company’s investments and the
investments of such affiliates listed on page 126 of the Prospectus. Fifth Street Management LLC has entered into investment advisory
agreements with each entity for which it acts as a registered investment advisor, the terms of which are specific to each investment
advisory agreement. The investment advisory agreements may include base management fees and performance based compensation.

Investment Advisory Agreement

23.
On page 129 under the heading “Board Approval of the Investment Advisory Agreement,” please disclose whether
the Board of Directors has approved the Investment Advisory Agreement since January 14, 2014 and, if so, please update the disclosure
accordingly.

Response: The Company has revised the
disclosure on page 133 accordingly.

24.
Please confirm supplementally whether there was a return of capital distributed to shareholders for the year ended September
30, 2014. In addition, please disclose supplementally how shareholders were notified of the return of capital and whether the Company
was in compliance with Section 19 of the 1940 Act.

Response: Pursuant to Section 19 of
the 1940 Act, and Rule 19a-1 promulgated thereunder, the Company is required to accompany dividend payments with a notice if any
part of that distribution is from a source other than accumulated undistributed net income, not including profits or losses from
the sale of securities or other properties. At the time of each quarterly dividend declaration, the Company presents its Board
of Directors with a presentation regarding the proposed dividend, the amount of which is generally based upon the distributable
taxable income estimated by management for the relevant period and year end. The Company respectfully advises the Staff that at
the end of each fiscal quarter and fiscal year, the Company’s actual financial results are reconciled with the distributions
made in order to ensure that none of the prior distributions were from a source other than accumulated undistributed net income.
To the extent that the Company’s financial results indicate that a prior distribution included a return of capital, each
shareholder will receive a Form 1099-DIV, which will reflect the actual amounts of income, capital gain and return of capital paid
by the Company.

Mr. Asen Parachkevov

Securities and Exchange Commission

February 20, 2015

Page 7

Part C Information

25.
On the signature page of the Registration Statement, please disclose which individuals signed the Registration Statement
pursuant to a power of attorney.

Response: The Company undertakes
to indicate on the signature page which signatures are made pursuant to a power of attorney.

*	*	*

In the event the Company requests acceleration
of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging
that:

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

 · Should the Commission or 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 disclosures in the filing; and

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

If you have any questions or additional
comments concerning the foregoing, please contact the undersigned at (202) 383-0845, or Harry S. Pangas

CORRESP
1
filename1.htm

STEVEN B. BOEHM

DIRECT LINE: 202.383.0176

E-mail: steven.boehm@sutherland.com

December 22, 2014

Via Edgar

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

        Fifth Street Finance Corp. –

        Post-Effective Amendment No. 6 to Registration Statement
        on Form N-2

Dear Sir or Madam:

On behalf of Fifth Street Finance Corp.
(the “Company”), we are transmitting herewith for filing under the Securities Act of 1933, as amended (the “Securities
Act”), post-effective amendment No. 6 to the Company’s registration statement on Form N-2 (File No. 333-192770) (the
“Registration Statement”). The Registration Statement relates to the shelf offering of the Company’s securities
under Rule 415 of the Securities Act.

The Company respectfully asks that the staff
of the Securities and Exchange Commission afford the Registration Statement selective review in accordance with Securities Act
Release No. 6510 (February 15, 1984). The disclosure contained in the Registration Statement is substantially similar to the disclosure
contained in the Registration Statement as declared effective on February 11, 2014, except for the updating of financial information
and certain other data.

Please let us know if you would like a courtesy
copy of the Registration Statement. If you have any questions or comments regarding the Registration Statement, please do not hesitate
to contact the undersigned at (202) 383-0176 or Harry Pangas at (202) 383-0805.

Sincerely,

	/s/ Steven B. Boehm

CORRESP
1
filename1.htm

CORRESP

 To:

“rupertk@sec.gov” <rupertk@sec.gov>

 cc:

“Pangas, Harry S.” <Harry.Pangas@sutherland.com>

 Subject:

Fifth Street Finance Corp.—N-2 Response Letter

 Kevin,

 Please
find attached a draft letter responding to comments issued on Fifth Street’s N-2 registration statement, as well as a copy of the N-2 marked against the prior filing on January 18. We appreciate your review and are available to discuss at
your convenience. Upon incorporating any further comments you may have, we plan to file the N-2/A and final response letter.

 We will file
this email and attachments as supplemental correspondence via EDGAR.

 Regards,

 Brad

 February [    ], 2013

VIA E-MAIL

 Mr. Kevin
Rupert

 Division of Investment Management

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, DC 20549

Re:
Fifth Street Finance Corp.

Registration Statement on Form N-2

 File No.: 333-186101

 Dear Mr. Rupert:

On behalf of Fifth Street Finance Corp. (the “Company”), set forth below are the Company’s responses to the
comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the Company in a letter dated February 4, 2013
relating to the Company’s shelf registration statement on Form N-2 (File No. 333-186101) (the “Registration Statement”), which was filed by the Company with the SEC on January 18, 2013. The Staff’s
comments are set forth below in italics and are followed by the Company’s responses.

 Prospectus Cover Page

1.
Disclose that the debt securities in which the Company invests will generally be considered below investment grade, which are also known as “junk
securities” and that indebtedness below investment grade quality has predominately speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Also disclose, if true, that a material amount of the
Company’s debt investments will not fully amortize during their lifetime, which could result in a substantial loss to the Company if the portfolio company is unable to refinance or repay the debt at maturity.

The Company advises the Staff that the prospectus cover page discloses that the debt securities in which the Company invests will
generally be considered below investment grade. Such disclosure is repeated on page 1 of the prospectus with additional detail that such securities are also known as “junk securities” and that

 Mr. Kevin Rupert

February [    ], 2013

 Page
2

indebtedness below investment grade quality has predominately speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. After such disclosure on
page 1 of the prospectus, the Company has disclosed the percentage of its debt portfolio for which issuers are not required to make any principal payments on the debt securities held by it until the maturity of such debt securities.

Page 11

2.
Add disclosure in the leverage section that leverage will make the Company’s net asset value per share (“NAV”) more volatile.

 The Company has revised the disclosure accordingly.

 Page 12

3.
The following comments should be addressed in the fee table and Example that is included in the current prospectus, as well as in any prospectus supplement used with
any offering from this shelf registration statement that triggers the need to include a fee table and Example. Any such fee table and Example should also be updated in accordance with current staff positions regarding an increase in expense.

 The Company acknowledges the Staff’s comment.

4.
We note the absence of the Ac quired Fund Fees & Expenses line item from the Company’s fee table. Please confirm to us in your response letter that the
Company will not in the upcoming year make investments at the level that triggers the need for the additional line item of Acquired Fund Fees & Expenses. If no such additional line item is required, please indicate in your response letter
that any Acquired Fund Fees & Expenses is nonetheless included in “Other Expenses” or that the Company does not intend to invest in any “Acquired Funds.”

Although the Company has made investments in “Acquired Funds” (as such term is defined in the SEC’s Form N-2), the Company
confirms that such investments fall, and are expected during the upcoming year to continue to fall, within the exception to the “Acquired Fund Fees and Expenses” disclosure set forth in Form N-2, which states that “[i]n the event the
fees and expenses incurred indirectly by the Registrant as a result of investment in shares of one or more Acquired Funds do not exceed 0.01 percent (one basis point) of average net assets of the Registrant, the Registrant may include these fees and
expenses under the

 Mr. Kevin Rupert

February [    ], 2013

 Page
3

subcaption ‘Other Expenses’ in lieu of this disclosure requirement.” As a result, the Company has included the fees and expenses incurred indirectly by the Company as a result of
its investments in “Acquired Funds” in the line item entitled “Other Expenses” in the “Fees and Expenses” table.

5.
Total expenses of 9.37% are disclosed in the fee table. The financial highlights on page F-58 show expenses of 9.95%. In your response please explain the reason for
the difference.

 The Company advises the Staff that the total expense ratio in the financial highlights table
(9.95%) is calculated based on the average net assets of the Company for the fiscal year ended September 30, 2012, while the total expense ratio in the fee table (9.37%) is calculated based on the net assets of the Company as of
September 30, 2012. Although the Company’s estimated expenses for the next twelve months (as used in the fee table) are greater than the Company’s actual expenses for the year ended September 30, 2012 (as used in the financial
highlights table), the Company’s estimated expenses as a percentage of net assets are less than actual expenses given the increase in the Company’s net assets and the efficiencies the Company realizes upon spreading its expenses over a
larger asset base.

6.
The last sentence in footnote (4) should be revised by inserting the word “all” immediately prior to the word “estimated” in the same
sentence. Please confirm that all associated common stock prospectus supplements will be adjusted accordingly.

The Company has revised the disclosure accordingly and confirms that all associated common stock prospectus supplements will be adjusted
accordingly.

7.
 On October 12, 2012, the Company filed a Rule 497 takedown to offering $75,000,000 in aggregate principal amount of 5.875% senior notes due
2024 (“Notes”). The Notes will mature on October 30, 2024 and the Company will pay interest on the Notes on January 30, April 30, July 30 and October 30 of each year, beginning on January 30, 2013.
The Notes are issued in minimum denominations of $25 and integral multiples of $25 in excess thereof. The disclosure on page S-7 of this filing states that “[w]e estimate that the net proceeds we receive from the sale of the $75.00 million
aggregate principal amount of Notes in this offering will be approximately $72.45 million, after deducting the underwriting discounts and commissions of $2.25 million payable by us and estimated offering expenses of approximately $300,000 payable by
us.” Please explain where these expenses are located in the Company’s fee tables used

 Mr. Kevin Rupert

February [    ], 2013

 Page
4

to offer its common stock, both immediately before and immediately after the Note offering. Revise the content of the common stock fee table for future note issuance as needed, paying
attention to offering cost and underwriting discounts and commissions.

 The Company advises the Staff that
the above-referenced expenses were included in “Other Expenses” in the fee table in the prospectus supplement for the offering of its common stock that followed the Notes offering. The Company did not include the above-referenced expenses
in the fee table in the prospectus supplement for the offering of its common stock that preceded the Notes offering given the fact that the Company did not expect to issue debt securities in the twelve months following such common stock offering.

 In the fee table to all future prospectus supplements for the offering of its common stock, the Company will include the
estimated amortization of its debt securities offering expenses in the “Interest payments on borrowed funds (including other costs of servicing and offering debt securities)” line item (underlined verbiage has been added). Also, in
the footnote to such line item, the Company will include an estimate of debt securities offering expenses to be incurred over the next twelve months. The Company has removed the “Debt securities offering expenses to be borne by holders of
common stock” line item from the fee table of the forms of prospectus supplements given the above changes and the fact that such expenses are not stockholder transaction expenses for common stock offering transactions.

8.
On December 3, 2012 the Company filed a Rule 497 takedown to offer 14,000,000 shares of its common stock. We note that the management fee disclosed in the fee
table was 5.30% and that footnote (4) thereto states “[o]ur base management fee under the investment advisory agreement is calculated at an annual rate of 2% of our gross assets, which includes borrowings for investment purposes of $466.3
million and excludes cash and cash equivalents of $74.4 million.” We assume the excluded amount of $74.4 million relates to the Notes discussed in comment 7 above. In addition, the Company also filed a Rule 497 takedown to offer 7,500,000
shares of its common stock on September 12, 2012. We note that the management fee disclosed in that fee table was 5.75%.

 Thus, the management fee as a percentage of net assets attributable to common stock purportedly decreased from September to December, while assets under management increased. We do not believe that
cash equivalent positions should be excluded from the management fee calculation, effectively reducing the management fee presented in the fee table, unless the Company actually intends

 Mr. Kevin Rupert

February [    ], 2013

 Page
5

(and has associated prospectus disclosure), to not invest such cash equivalents during the next 12 months or that such cash equivalents will be used to repay other borrowings while maintaining
that reduced leverage for the next 12 months. Please explain why the management fee (and any other associated expense disclosure) was not adjusted upward for any expense increase associated with the Notes. Please explain how this issue will be
handled prospectively.

 The Company advises the Staff that its cash and cash equivalents balance was $74.4 million as of
September 30, 2012. In the fee table, the Company has assumed a cash and cash equivalents balance of $20.0 million and has excluded this amount from its gross assets when calculating the base management fee. The Company believes it is
appropriate to exclude this amount from the calculation of the base management fee because such a level of cash and cash equivalents is below the Company’s historical balance and is therefore a conservative assumption that generally results in
increased management fees (as compared to excluding the Company’s actual cash and cash equivalents balance) for purposes of the fee table.

 The Company advises the Staff that it used the Company’s gross assets figure as of the date of its most recent financial statements (September 30, 2012) for calculating the base management fee in the
fee table to the Company’s December 2012 prospectus supplement. In future prospectus supplement fee tables, the Company will include any increase in gross assets resulting from debt or equity issuances since the date of its most recent
financial statements, including the estimated net proceeds of the offering to which the prospectus supplement relates, in the calculation of its base management fee.

9.
Please explain how the Company will ensure that all future 497 takedown filings contain an expense ratio that reflects all expenses of all existing actual
leverage and all expenses of all leverage contemplated by the Company during the next 12 months.

 The Company
advises the Staff that it includes all expenses of servicing debt securities, including interest expenses, for its actual and contemplated leverage in the fee table for each prospectus supplement related to a takedown offering. The leverage basis
for such expenses is equal to its estimated average borrowings for the subsequent twelve months and is calculated by adding estimated periodic borrowing increases to actual current borrowings. The Company will ensure to include all estimated
expenses related to offering debt securities by following the procedure outlined in the second paragraph of its response to comment 7 above.

 Mr. Kevin Rupert

February [    ], 2013

 Page
6

10.
The investments disclosed in the first full paragraph are primarily derivatives. We note that the prospectus does not appear to accurately and specifically describe
the Fund’s use of derivatives in a manner customized to proposed Fund operations. The Division of Investment Management has recently made a number of observations about derivative related disclosure by investment companies in a letter from
Barry D. Miller, Associate Director, Office of Legal and Disclosure, to Karrie McMillan, Associate Director, General Counsel, Investment Company Institute dated July 30, 2010. Please review the observations set forth in that letter and revise
your disclosure concerning the use and risks of derivatives.

 The Company acknowledges the Staff’s
comment and advises the Staff that the Company believes that its derivative disclosure is accurate and specifically describes the Company’s use of derivatives, if any, and their risks. In particular, the Company is not currently party to any
derivative contracts and has not been such a party since it terminated its interest rate swap agreement in August 2011. Please see the risk factor “We may expose ourselves to risks if we engage in hedging transactions” for
additional detail on this type of hedging arrangement. The Company has not otherwise utilized derivatives as part of its investment strategy. To the extent the Company enters into such transactions in the future, it will include specific disclosure
on the Company’s use of derivatives.

 Page 19

11.
The last paragraph on page 19 does not appear to include the leverage from the Notes, and it is unclear whether the table on page 20 does also. Please revise the
disclosure and table as needed.

 The Company has revised the disclosure accordingly.

Page 34

12.
The Notes are not secured against any Company assets or the assets of any of its subsidiaries, likely increasing the chances that the Notes will trade at a discount
sometime in the future. Is an incentive fee payable if the Company repurchases the Notes when they are trading at a discount? If so, please expand the disclosure as needed.

The Company advises the Staff that it intends to only repurchase the Notes if doing so would be beneficial to the Company and its
shareholders. Disclosure regarding the incentive fee payable upon repurchase of the Company’s convertible senior notes is contained in “Management’s Discussion and Analysis

 Mr. Kevin Rupert

February [    ], 2013

 Page
7

of Financial Condition and Results of Operations” and the Company has revised such disclosure to reference the Notes. The Company advises the Staff that the Notes are currently trading at a
premium to par value.

13.
Disclose whether the proceeds from an offering of this registration statement may be used to make further repurchases and cancellations of the Company’s
outstanding debt at a discount that might generate a gain thereby increasing the incentive fee payable to the Company’s In

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.20S49
DIVISION OF
INVESTMENT MANAGEMENT
February 4, 2013
Harry S. Pangas, Esq.
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, NW
Washington, DC 20004-2415
Re: Fifth Street Finance Corp. (the "Company")
Registration Statement on Form N-2
File Number: 333-186101
Dear Mr. Pangas:
The Company filed a shelf registration statement on January 18, 2013
under which it may offer up to $1,000,000,000 of shares of its common
stock, debt securities or warrants to purchase its common stock or debt
securities (collectively, the "Securities"). The Securities may be offered at
prices and on terms to be disclosed in one or more supplements to this
prospectus. Pursuant to Securities Act Release No. 6510 and in reliance
upon the representations contained in your letter of the same date, we
performed a limited review of the registration statement.
Your letter represented that the registration did not contain any
material changes from the disclosure included in the Company's shelf
registration statement on Form N-2 (File No. 333-180267), initially filed with
the Commission on March 22, 2012 and declared effective, as amended, on
July 27, 2012, except for the inclusion of audited financial statements and
related financial data for the fiscal year ended September 30, 2012.
Whenever a comment is made in one location, you should consider it
applicable to all similar disclosure appearing elsewhere in the registration
statement (including all future prospectus supplements). We have the
following comments.
Prospectus Cover Page
1. Disclose that the debt securities in which the Company invests will
generally be considered below investment grade, which are also known as

"junk securities" and that indebtedness below investment grade quality has
predominantly speculative characteristics with respect to the issuer's
capacity to pay interest and repay principaL. Also disclose, if true, that a
material amount of the Company's debt investments will not fully amortize
during their lifetime, which could result in a substantial loss to the Company
if the portfolio company is unable to refinance or repay the debt at maturity.
Page 11
2. Add disclosure in the leverage section that leverage will make the
Company's net asset value per share ("NAV") more volatile.
Page 12
3. The following comments should be addressed in the fee table and
Example that is included in the current prospectus, as well as in any
prospectus supplement used with any offering from this shelf registration
statement that triggers the need to include a Fee Table and Example. Any
such fee table and Example should also be updated in accordance with
current staff positions regarding an increase in expense.
4. We note the absence of the Acquired Fund Fees & Expenses line item
from the Company's fee table. Please confirm to us in your response letter
that the Company will not in the upcoming year make investments at the
level that triggers the need for the additional line item of Acquired Fund Fees
& Expenses. If no such additional line item is required, please indicate in
your response letter that any Acquired Fund Fees & Expenses is nonetheless
included in "Other Expenses" or that the Company does not intend to invest
in any "Acquired Funds."
5. Total expenses of 9.37% are disclosed in the fee table. The financial
highlights on page F-58 show expenses of 9.95%. In your response please
explain the reason for the difference.
6. The last sentence in footnote (4) should be revised by inserting the
word "all" immediately prior to the word "estimated" in the same sentence.
Please confirm that all associated common stock prospectus supplements
will be adjusted accordingly.
7. On October 12, 2012 the Company filed a Rule 497 takedown to
offering $75,000,000 in aggregate principal amount of 5.875% senior notes
due 2024, ("Notes"). The Notes will mature on October 30, 2024 and the
Company will pay interest on the Notes on January 30, April 30, July 30 and
October 30 of each year, beginning on January 30, 2013. The Notes are

issued in minimum denominations of $25 and integral multiples of $25 in
excess thereof. The disclosure on page S-7 of this filing states that "(wJe
estimate that the net proceeds we receive from the sale of the $75.00
million aggregate principal amount of Notes in this offering will be
approximately $72.45 million, after deducting the underwriting discounts
and commissions of $2.25 million payable by us and estimated offering
expenses of approximately $300,000 payable by us". Please explain where
these expenses are located in the Company's fee tables used to offer its
common stock, both immediately before and immediately after the Note
offering. Revise the content of the common stock fee table for future note
issuance as needed, paying attention to offering cost and underwriting
discounts and commissions.
8. On December 3, 2012 the Company filed a Rule 497 takedown to offer
14,000,000 shares of its common stock. We note that the management fee
disclosed in the fee table was 5.30% and that footnote (4) thereto states
"(oJur base management fee under the investment advisory agreement is
calculated at an annual rate of 2% of our gross assets, which includes
borrowings for investment purposes of $466.3 million and excludes cash and
cash equivalents of $74.4 million". We assume the excluded amount of
$74.4 million relates to the Notes discussed in comment 7 above. In
addition, the Company also filed a Rule 497 takedown to offer of
7,500,000 shares of its common stock on September 12, 2012. We note
that the management fee disclosed in that fee table was 5.75%.
Thus, the management fee as a percentage of net assets attributable
to common stock purportedly decreased from September to December, while
assets under management increased. We do not believe that cash
equivalent positions should be excluded from the management fee
calculation, effectively reducing the management fee presented in the fee
table, unless the Company actually intends (and has associated prospectus
disclosure), to not invest such cash equivalents during the next 12 months
or that such cash equivalents will be used to repay other borrowings while
maintaining that reduced leverage for the next 12 months. Please explain
why the management fee (and any other associated expense disclosure) was
not adjusted upward for any expense increase associated with the Notes.
Please explain how this issue will be handled prospectively.
9. Please explain how the Company will ensure that all future 497
takedown filings contain an expense ratio that reflects all expenses of all
existing actual leverage and all expenses of all leverage contemplated by the
Company during the next 12 months.
Page 17

10. The investments disclosed in the first full paragraph are primarily
derivatives. We note that the prospectus does not appear to accurately and
specifically describe the Fund's use of derivatives in a manner customized to
proposed Fund operations. The Division of Investment Management has
recently made a number of observations about derivative related disclosure
by investment companies in a letter from Barry D. Miller, Associate Director,
Office of Legal and Disclosure, to Karrie McMillan, General Counsel,
Investment Company Institute dated July 30, 2010. i Please review the
observations set forth in that letter and revise your disclosure concerning
the use and risks of derivatives.
Page 19
11. The last paragraph on page 19 does not appear to include the leverage
from the Notes, and it is unclear whether the table on page 20 does also.
Please revise the disclosure and table as needed.
Page 34
12. The Notes are not secured against any Company assets or the assets
of any of its subsidiaries, likely increasing the chances that the Notes will
trade at a discount sometime in the future. Is an incentive fee payable if the
Company repurchases the Notes when they are trading at a discount? If so,
Please expand the disclosure as needed.
13. Disclose whether the proceeds from an offering of this registration
statement may be used to make further repurchases and cancellations of the
Company's outstanding debt at a discount that might generate a gain
thereby increasing the incentive fee payable to the Company's Investment
Adviser.
Page 38
14. Please make clear which LIBOR rates are being referenced in the
descriptions on this page and in other locations in the registration statement
where the reference is a general use of the acronym LIBOR.
Page 39
15. If true, please add a footnote to the table to the effect that while the
Company's distributions are generally characterized as a dividend, most such
1 See http://www .sec.gov /divisions/investment/guidance/ici0730 10. pdf.

dividends are derived from the Company's interest income and that taxable
shareholder accounts will not receive the more favorable rate generally
applicable to dividends, but will generally pay federal income tax at the
higher rate applicable to interest income.
Page 43
16. Please inform the staff whether the Board will review and approve in
advance the valuation methodology of any third-party pricing service it uses
and confirm that the Board will regularly review the historical accuracy of its
fair value methodologies. See Release No. IC-26299; "Compliance Programs
of Investment Companies and Investment Advisers," (December 17, 2003)2.
Page 69
17. FSC, Inc. serves as the Company's administrator. The Company
reimburses the administrator for the allocable portion of overhead and other
expenses incurred by the administrator in performing its obligations under
the administration agreement, including rent and the allocable portion of the
costs of compensation and related expenses of its chief financial officer and
chief compliance officer, and the associated staff. Please confirm to the staff
that the Board exercises appropriate oversight with respect to the equity of
the allocation methodology referenced in the administration agreement.
Confirm to the staff that the description of the allocated expenses describes
fully all expenses allocated under the administration agreement.
Page F-7
18. Several investments (with a negative cost) in the Company's Schedule
of Investments for the year ended September 30, 2012 are referenced by
footnote (11). On page F-14, footnote (11) states "(cJost amounts
represent unearned income related to undrawn commitments". Please
explain these circumstances in your response letter.
Generic Prospectus Supplements
19. The Company should include, to the best of its knowledge, complete
generic prospectus supplements, including risk factors and other available
information for each prospectus supplement (e.g., the risk factors for debt
securities is omitted in its entirety). If such debt securities will be unsecured
2 The Release states that Rule 38a-1 requires Funds to provide a methodology or methodologies by
which the fund determines the current fair value of the portfolio security, and to "regularly review the
appropriateness and accuracy of the method used in valuing securities, and make any necessary
adjustments".

against any of the Company's assets and subordinated to other Company
debt, the cover page of this prospectus supplement should be appropriately
modified. The disclosure in comment 1 should also be included on the cover
page of each prospectus supplement.
20. The cover page of the prospectus supplement does not appear to
include a footnote to the public offering price regarding allocated interest
(e.g., Plus accrued interest, if any, from XXX XX, 201X. Please revise the
disclosure as needed, or explain why pro forma language is not needed.
21. In your response letter, undertake to include in any prospectus
supplement, as applicable, under a section captioned "Additional Underwriter
Compensation" a description of the terms of any agreement that the Fund
will have entered into with the underwriters for services other than share
distribution, and specify the nature of the services that the underwriter has
provided or wil1 provide thereunder that differ from typical underwriting
services. Please undertake to disclose whether any such fee payable
thereunder is a one-time fee or whether it is payable annually, and
undertake to file all such agreements as exhibits in a post-effective
amendment to the registration statement.
Part C
22. Please file as an exhibit the legality opinion regarding all securities
being registered, and related consent of counsel, with your next pre-
effective amendment. In this regard, since the terms of the actual offerings
from this registration statement appear to be uncertain and not yet
authorized by the Company's Board of Directors, the Company may need to
undertake to file an unqualified legality of shares opinion, and related
consent of counsel, in a post-effective amendment with each takedown from
this shelf registration statement.
General
23. Please confirm to the staff in your response letter that the Company
will submit any underwritten offering to FINRA for its prior approval of the
underwriting terms.
24. We may have additional comments on disclosures made in response to
this letter, on information supplied supplementally, or on exhibits added in
any pre-effective amendments.
25. Response to this letter should be in the form of a pre-effective
amendment filed pursuant to Rule 472 under the Securities Act. The pre-

effective amendment filing should be accompanied by a supplemental letter
that includes your responses to each of these comments. Where no change
will be made in the filing in response to a comment, please indicate this fact
in your supplemental letter and briefly state the basis for your position. You
should review and comply with all applicable requirements of the federal
securities laws in connection with the preparation and distribution of a
preliminary prospectus.
******
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require for an informed
decision. Since the Company and its management are in possession of all
facts relating to the fund's disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the Company requests
acceleration of the effective date of the pending registration statement, it
should furnish a letter, at the time of such request, acknowledging that
should the Commission or 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.
In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Investment Management in connection with our review of your filing or in
response to our comments on your filing.
We will consider a written request for acceleration of the effective date
of the registration statement as a confirmation of the fact that those
requesting acceleration are aware of their respective responsibilities. We will
act on the request and, pursuant to delegated authority, grant acceleration
of the effective date.

******
Should you have any questions regarding this letter, please contact
me at (202) 551-6966.
Sincerely,

CORRESP
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SEC Response Letter

 [Letterhead of Sutherland Asbill & Brennan LLP]

 January 25, 2013

VIA EDGAR

 Mr. Kevin Rupert

 Division of Investment Management

U.S. Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:

Fifth Street Finance Corp.

Preliminary Proxy Statement on Schedule 14A filed on January 14, 2013

File No. 1-33901

 Dear Mr. Rupert:

 On behalf of Fifth Street Finance Corp. (the “Company”), set forth below are the Company’s responses to the oral comments provided by the staff of the Division of Investment
Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company on January 22, 2013 with respect to the Company’s preliminary proxy statement on Schedule
14A (the “Proxy Statement”), filed with the Commission on January 14, 2013. The Staff’s comments are set forth below and are followed by the Company’s responses. The revision referenced in the Company’s
response has been included in the Company’s definitive proxy statement on Schedule 14A (File No. 1-33901) (the “Definitive Proxy Statement”), filed concurrently herewith.

Proposal 3—Approval of Amendment to Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock (page
20)

1.
Please explain the circumstance where an issuance of additional shares of common stock would dilute the net asset value per share of existing common stockholders.

 The Company has revised the disclosure accordingly. See page 20 of the Definitive Proxy Statement.

 General

2.
Please provide the required Tandy representations to the Staff.

 Pursuant to the Staff’s request, in connection with the Staff’s review of the Proxy

 Mr. Kevin Rupert

 January 25, 2013

 Page 2

Statement, the Company hereby acknowledges that:

•

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

•

 should the Commission or the Staff clear comments on the filing, it does not foreclose the Commission from taking any action with respect to the
filing;

•

 the action of the Commission or the Staff in advising the Company that it has cleared comments on the filing 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.

*        *        *

If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0805 or
Steven B. Boehm at (202) 383-0176.

 Sincerely,

 /s/ Harry S. Pangas

 Harry S. Pangas

CORRESP
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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

CORRESP
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Correspondence Letter

 From:

Pangas, Harry S.

 Sent:

Thursday, June 07, 2012 5:20 PM

 To:

‘Minore, Dominic’

 Cc:

Sayler, Bradford

 Subject:

Fifth Street Finance Corp. - Second Response to SEC Comments

 Hey Dominic,

Attached please find a clean and marked copy of a letter responding to comments you issued on Fifth Street Finance Corp.’s Form
N-2 registration
statement. The marked copy of the letter highlights the changes we made to the last draft of the letter that you reviewed. We have also attached marked pages from Fifth Street Finance Corp.’s Form N-2 registration statement that highlight the
changes made thereto in response to your additional comments.

 We will reach out to you sometime next week. Have a nice weekend.

Thanks,

 Harry

Harry Pangas | Partner | 202.383.0805

CORRESP
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Correspondence Letter

 To:

<minored@sec.gov>, <rupertk@sec.gov>

 cc:

“Sayler, Bradford” <brad.sayler@sutherland.com>

 Subject:

Fifth Street Finance Corp. - Draft Response to SEC Comments on Form N-2 Registration Statement

 Kevin and Dominic,

 Attached please find a draft letter responding to the comments you issued on Fifth Street Finance Corp.’s Form N-2 registration statement. We have also attached a marked copy of the registration
statement that highlights the changes made thereto in response to your comments.

 We will file the attached documents as supplemental
correspondence via EDGAR.

 Have a nice weekend.

 Thanks,

 Harry

 Harry Pangas | Partner | 202.383.0805

April 3, 2012

Harry S. Pangas,  Esq.
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, NW
Washington, DC  20004- 2415

Re: Fifth Street Finance Corp. (the “Company ”)
 Registration Statement on Form N -2
 File Number 333 -180267

Dear Mr. Pangas :

Pursuant to Securities Act Release No. 6510 and in reliance upon the representations contained in your letter dated March 22 , 2012, we performed a limited review of the
registration statement referenced above and have the following comments.
  When ever a
comment is made in one location, it is considered applicable to all similar disclosure
appearing elsewhere in the registration statement.

Prospectus Cover Page

In the sixth paragraph, provide the net asset value per share and the last reported sal e
price per share of the common stock of the Company as of a recent date.

Fees and Expenses
 The following comments should be addressed in the fee table and Example that is included in the current prospectus, as well as in any prospectus supplement used with any offering from this shelf registration statement that triggers the need to include a fee table and Example.  Any such fee table and Example should also be updated in accordance with current staff positions with the mo st current information available to the Company .
 We note the absence of the Acquired Fund Fees & Expenses line item from the
Company ’s fee table.  Please confirm to us i n your response letter that the Company will
not in the upcoming year make investments at the level that triggers the need for the additional line item of Acquired Fund Fees & Expenses.  If no such additional line item is required, please indicate in your response letter that any Acquired Fund Fees & Expenses is nonetheless included in “O ther Expenses” or that the Company does not intend to
invest in any “Acquired Funds.”

Harry S. Pangas , Esq.
Page  2

If the Company anticipates leveraging through the offering of debt securities during the
next twelve months, then provide the following additional disclosure, as applica ble:

Under  the “ Stockholder t ransaction e xpenses ” section  of the fee table, provide a
“debt securities offering expenses borne by holders of common stock” line item presentation.  Expand the disclosure accompanying the Example to clarify that such amount is included in the Example tabular presentation.    The cost of servicing debt securities line item should include all of the costs of
servicing debt securities as a percentage of net assets attributable to common shares .
Accordingly, before the “Total Annual Expenses” line item, add a “C ost of Servicing
Debt Securities ” line item, a nd provide a footnote explanation of what is included therein.
 Also disclose in a footnote the assumptions used when determining the amount
included in the “Cost of Servicing Debt Securities” line item.  Moreover, in a separately
captioned section of the prospectus, describe the likely terms, including material covenants, of the debt securities that the Company is expected to issue.

State that the Example includes the cost of servicing amounts borrowed.
 Revise the “Interest payments on borrowed funds” and corresponding footnote disclosure to reflect the Company’s borrowing plans for the next twelve months.
 In a footnote to the fee table, disclose that the Company does not e xpect to issue
preferred shares during the next twelve months.  In the third sentence of  footnote (5) insert the phrase “is calculated at an annual rate of
2% and” after the word “agreement.”

Use of Proceeds
 The use of proceeds section should state with the degree of specificity required by the
Instructions to Item 7 of Form N -2.

The disclosure contained in the third and fourth paragraphs on page 62  indicates  the
amount of the Convertible Notes of the Company that were repurchased by the Company
during t he last quarter of 2011 at a discount .  It further discloses that  $124.5 million
Convertible Note s of the Company remain outstanding at December 31, 2011, with a fair
value of $112.4.  The disclosure on page 48, under “Gain on Extinguishment of Convertible  Senior Notes,” indicates that the repurchase and subsequent cancellation of
the Convertible Notes resulted in a gain that was included in the amount used to determine the incentive fee payable to the Company’s Investment Adviser.  Disclose whether the pro ceeds from an offering of this registration statement may be used to make
further repurchases and cancellations of the Company’s outstanding debt at a discount that could generate a gain used to determine the incentive fee payable to the Company’s Investme nt Adviser.

Harry S. Pangas , Esq.
Page  3

Price Range of Common Stock and Distributions
 Complete the tabular presentation of the “Year ending September 30, 2012 Second Quarter” information through the entire period ending March 31, 2012.

Ratio of Earnings to Fixed Charges
 Update the information to provide the Earnings to Fixed Charges ratio for the six months ended March 31, 2012.  In this regard, disclose management’s assessment of any material trends in the Company’s Earnings to Fixed Charges ratio.

Other Sources of Liquidity
 Clarify whether the dollar amounts included under the “Debenture Amount” column are in thousands of dollars.
Description of Our Debt Securities
 Expand the disclosure, as necessary, to ensure that the material provisions of the indenture have been discussed this section of the prospectus and also include a statement to that effect in the third paragraph.
 Disclose that any person from whom the Company borrows will not, in their capacity as either lender or debt holder, have either a veto power or a vote  in approving or changing
any of the Company’s fundamental policies.
 Highlight the extent, and consequent effect, of any structural subordination resulting from the Company’s capital structure.

Description of Our Debt Securities
 In the third paragraph, clarify that although you are urged to read the indenture, the
prospectus and the prospectus supplement nonetheless describe the material terms of the debt securities being offered and the debt holders’ rights.  Please ensure that the prospectus and appli cable prospectus supplement are revised to include all such material
terms and related rights.

Business Development Company Provisions
 Delete the phrase “we will generally agree that” from the first sentence.

Harry S. Pangas , Esq.
Page  4

Full Defeasance

Expand the first bullet paragraph to indicate whether there exists a risk that the amount on deposit could ultimately result in a shortfall in the amount needed to repay “interest, principal, and any other payments on the debt securities” in full.
Plan of Distribution

Expand the disclosure to indicate the extent to which the Company ’s common
shareholders will indirectly bear all of the various expenses incurred in connection with all of the distribution activities described therein.
    Please confirm to the staff in your response letter that the Company  will submit any
underwritten offering to FINRA for its prior approval of the underwriting terms .
 In your response letter, undertake to include  in any prospectus supplement, as applicable,
under a section  captioned “Additional Underwriter Compensation” a descri ption of the
terms of any  agreement that the Company  will have  entered into with the underwriter s,
and specify the nature of the services that the underwriter has provided or will provide thereunder.  Further undertake to disclose  whether any such fee payable thereunder is a
one-time fee or whether it is payable annually. Also undertake to file all such agreement s
as exhibit s in a post -effective amendment to the registration statement.

Accounting Comments
 In your response letter, discuss the Company’s plans to update all applicable financial statements and other material information, as well as its auditor’s consent, for each takedown of securities offered from this shelf registrati on statement.
 Our accounting staff will contact you directly and provide you with their financial statement and other accounting -related comments.

Part C

Item 25. Financial Statements and Exhibits
 It appears that the Company  should file in a pre -effective amendment, as an exhibit to the
registration statement, the trust indenture that will be used with its proposed debt offerings. The Statement of Eligibility of Trustee on Form T -1 should be filed in a similar
fashion or, in the alternative include the following undertaking under Item 34 of Part C if the Company intends to rely on section 305(b)(2) of the Trust Indenture Act of 1939 for determining the eligibility of the trustee under indentures for securities to be issued, offered, or sold on a delayed basis by or on behalf of the registrant:

Harry S. Pangas , Esq.
Page  5

The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust I ndenture Act ("Act") in accordance with the
rules and regulations prescribed by the Commission under section 305(b) (2)
of the Act.
Please file as an exhibit the legality opinion regarding the shares and warrants and the binding obligations of the debt securities being registered,  and related consent of counsel,
with your next pre -effective amendment.   In this regard, it appears that since the terms of
the actual offerings from this registration statement have not yet been authorized by the Company’s bo ard of directors, it may be necessary for the Company to undertake to file
an unqualified legality of shares opinion, and related consent of counsel, in a post -
effective amendment with each takedown from this shelf registration statement.

Item 34. Underta kings
 Include an undertaking in Part C of the registration statement to file for staff review a post-effective amendment under section 8(c) of the Securities Act of 1933 in respect of
any one or more offerings of the Company ’s common shares (including war rants to
purchase its common shares) below NAV that will result in greater than 15% dilution in the aggregate to existing shareholder net asset value.  We may have further comments.

Closing
 We note that portions of the filing are incomplete.  We may have  additional comments on
such portions when you complete them in a pre -effective amendment, on disclosures
made in response to this letter, on information supplied supplementally, or on exhibits added in any pre -effective amendments.
 Response to this le tter should be in the form of a pre -effective amendment filed pursuant
to Rule 472 under the Securities Act.  The pre -effective amendment filing should be
accompanied by a supplemental letter that includes your responses to each of these comments. Where no change will be made in the filing in response to a comment, please indicate this fact in your supplemental letter and briefly state the basis for your position.    Please advise us if you have submitted or expect to submit an exemptive application or no-action request in connection with your registration statement.
 You should review and comply with all applicable requirements of the federal securities laws in connection with the preparation and distribution of a preliminary prospectus.
 We urge all person s who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision.  Since the Company and its management are in posses sion of all facts relating to the Company’s disclosure, they are responsible for
the accuracy and adequacy of the disclosures they have made.

Harry S. Pangas , Esq.
Page  6

In the event the Company requests acceleration of the effective date of the pending registration statement, it sh ould furnish a letter, at the time of such request,
acknowledging that

• the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
• should the Commission or 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 a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United Sta tes.
 In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Investment Management in connection with our review of your filing or in response to our comments on your filing .
 We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities.    Should you have any questions regar ding this letter, please contact me at (202) 551 -6964.
       Sincerely,
        Dominic Minore
      Senior Counsel

CORRESP
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Acceleration Request

 FIFTH STREET FINANCE CORP.

10 Bank Street, 12th Floor

 White Plains, NY 10606

 (914) 286-6800

February 10, 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.

Post-Effective Amendment No. 9 to Registration

Statement on Form N-2 (File No. 333-166012)

 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 February 10, 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

 Signature Page to Acceleration Request - File No. 333-166012

CORRESP
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Correspondence

 [Letterhead of Sutherland Asbill & Brennan LLP]

 February 10, 2012

VIA EDGAR

 Mr. Dominic
Minore

 Division of Investment Management

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Re:

Fifth Street Finance Corp.

 Dear Mr. Minore:

 Please be advised that the prospectus included in Fifth Street Finance Corp.’s (the “Company’s”) pre-effective amendment no. 1 (the “Pre-Effective
Amendment”) to its registration statement on Form N-2 (File No. 333-178391) (the “Registration Statement”) is identical to the prospectus included in the Company’s post-effective amendment no. 9 (the
“Post-Effective Amendment”) to its registration statement on Form N-2 (File No. 333-166012), and the form of prospectus supplement included in the Pre-Effective Amendment is substantially similar to the prospectus
supplement (the “Prospectus Supplement”) included in the Post-Effective Amendment.

 Also, the
“Potential Conflicts of Interest” header of the Underwriting section will be replaced with “Additional Underwriter Compensation” in the Prospectus Supplement to be filed on EDGAR.

Finally, please be advised that the unqualified legality of shares opinion to be included in a post-effective amendment with each
takedown from the Registration Statement will comply with Staff Legal Bulletin No. 19 (CF): Legality and Tax Opinions in Registered Offerings.

 [remainder of page intentionally blank]

 Mr. Dominic Minore

 February 10, 2012

 Page 2

 ***

 If you have any questions or additional comments concerning the foregoing,
please contact the undersigned at (202) 383-0176, or Harry S. Pangas at (202) 383-0805.

Sincerely,

 /s/ Steven B. Boehm

 Steven B. Boehm

CORRESP
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Acceleration Request

 FIFTH STREET FINANCE CORP.

10 Bank Street, 12th Floor

 White Plains, NY 10606

 (914) 286-6800

February 10, 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. 333-178391)

 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
February 10, 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

 Signature Page to Acceleration Request—File No. 333-178391

January 10, 2012

Steven B. Boehm, Esq.
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, NW
Washington, DC  20004- 2415

Re: Fifth Street Finance Corp. (the “Company ”)
 Registration Statement on Form N -2
 File Number 333 -178391

Dear Mr. Boehm :

We have reviewed the registration statement referenced above and have the following comments
.  Whenever a comment is made in one location, it is considered applicable to
all similar disclosure appearing elsewhere in the registratio n statement.

Registration Statement
 File a form of prospectus supplement that will be used in respect of the Company’s common stock takedown offerings from this shelf registration statement.

Prospectus

Prospectus Cover Page
 In the sixth paragraph, provide the net asset value per share and the last reported sale price per share of the common stock of the Company as of a recent date.

Prospectus Summary – Fifth Street Finance Corp.
 Provide an organizational chart reflecting t he Company’s relationship to and ownership
interest in the affiliated entities identified in the prospectus.
 In the second paragraph, disclose whether each of the Company’s 55 debt investments is
current on its  contractually scheduled interest and principal payments.
 The third paragraph states that the Company’s loan origination efforts are currently focusing on “solid credit quality”  loans.  However, t he Company’s “Newsletter for
October 2011, ” filed under cover of Form 8- K dated Oct ober 18, 2011 (the
“Newsletter”) , appears to rate t he credit quality of the Company’s portfolio at a level of

Steven B. Boehm , Esq.
Page  2

BB and B rated securities .  If true, disclose that the overall credit quality of the
Company’s portfolio is  comparable to the ratings normally associated with junk bonds
rated BB and B.   Also reconcile the assessment regarding the current credit quality of the
Company’s portfolio with the Company’s goal of originating solid credit quality loans.

In the fourth paragraph, provide a plain English version of the penult imate sentence
contained therein.  Also disclose the Company’s current debt to equity ratio.
The Offering
 In the last sentence of the second paragraph, insert the phrase “or directly by us” after the word “dealers.”

Administratio n Agreement
 At the end of the fourth sentence, clarify whether the reference to the phrase “given his compensation” refers to compensation paid by the Company to Mr. Berman.  Also disclose that Mr. Berman is a partner of the Company’s investment adviser.
 In the last sentence, clarify , if true, whether when  the Company’s administrator ceases to
forgo its right to receive reimbursement for the services performed by Mr. Berman, this could result in essentially paying twice for the same services.

Risk Factors
 At the end of the six th risk factor bullet, clarify the Company’s shareholders would likely
not receive any proceeds upon the Company’s liquidation.  Refer to the disclosure contained in the eleventh risk factor bullet.  In your response
letter, identify the extent to which an y of the Company’s distributions to its common
shareholders have ever consisted of a return of capital.

Fees and Expenses
 We note the absence of the Acquired Company  Fees & Expenses line item from the
Company ’s fee table.  Please confirm to us i n your response letter whether the Company
will make investments that trigger the need for applicable Acquired Company Fees & Expenses disclosure or whether such expenses amount to less than one basis point and are, if applicable , included in “Other expens es.”
 In a footnote to the fee table, disclose that the Company does not expect to issue preferred shares during the next twelve months.  Expand footnote (5) to provide the dollar values for each of the amount of the fee calculated in respect of gross assets, the amount of the fee calculated in respect of net asset s, and the amount of borrowings for investment purposes.  In this regard, highlight

Steven B. Boehm , Esq.
Page  3

the relationship between all three of these dollar amounts when determining the
management fees calculated as a percentage of net assets attributable to common stock.  Also disclose the dollar amount of the incentive fees  that were used when calculating the
management fee.

Risk Factors

Our base management fee may induce out investment adviser to leverage.
 Revise the discl osure  to clarify that it will be an in centive for  the adviser to leverage the
Company .  Also state that this incentive presents a conflict of interest and disclose how
the Company’s Board of Directors will manage this conflict of interest.
 Discl ose whether the Company will only leverage if expected returns will exceed the cost
of borrowing.

Because we borrow money, the potential for loss on amounts invested in us…
 Provide a separate risk factor highlighting the Company’s increasing reliance on borrowed money to finance its activities, as well as the corresponding risks.
There are significant potential conflicts of interest which could adversely impact…

In this risk factor also disclose that  Bernard D. Berman, the Company’s president, chief
compliance officer and secretary, and Ivelin M. Dimitrov, the Company’s chief investment officer, are partners of the Company’s investment adviser .

Risks Relating to Our Investments
 The Company’s Newslet ter discloses that the healthcare industry sector is the largest
industry sector in which the Company is invested,  represent ing approximately 30% of
the Company’s  total portfolio.  Accordingly, add appropriate risk disclosure pertaining to
investing in th e healthcare industry sector.

Our s tockholders may experience dilution upon the conversion of our convertible…
 Disclo se the maximum total number of shares that would be issued upon conversion of
the convertible senior notes into shares of the Company’s common stock.
 Disclose whether the common shares issued in respect of the convertible senior notes include registration rights.  If so, disclose the estimated dollar amount of the expenses that the Company would incur registering those common shares.  Als o disclose  that the
Compa ny’s common stockholders will indirectly bear all of those costs.

Steven B. Boehm , Esq.
Page  4

The accounting for convertible debt secu rities is complex and subject to uncertainty.

Briefly highlight , in plain English, the nature and the impact of having “an accounting
effect on our earnings per share on a fully diluted basis.”

Price Range of Common Stock and Distributions
 Complete the tabular presentation of the “Year ending September 30, 2012 First Quarter” information through the entire period ending December 31, 2011.

Revenue Recognition – Fee Income
 Disclose what will constitute a “successful exit event for each of the investments.”

Comparison of the years ended September 30, 2011 and September 30, 2010

Total Investment Income
 Explain the almost 40% year -over-year increase in PIK income, and the additional
potential risks this presents.  Is this a trend that the Company expects to continue?
 What resulted in the substantial year -over-year drop in fee income?

Expenses
 In the second paragraph clarify, if true, that none of the “98.6% increase in the fair value
of the investment portfolio during the year ” was  due to appreciation in the value of the
Company’s portfolio.  The disclosure puts the Company’s year-over-year increase in interest expens e at nearly
one thousand percent.  Expand the disclosure to assess how this increase impact ed the
Company  in its last fiscal year, as well as how it is expected to impact the Company
during its current fiscal year.   Does the Company expect interest expense to increase
materially in the current fiscal year?

Borrowings
 Highlight the purpose and nature of the business operations of each of the Fifth Street affiliated entities identified in this section.

Quantitative  and Qualitative Disclosures about Market Risk
 Delete the word “hypothetical” from the text of footnote (1).

Steven B. Boehm , Esq.
Page  5

Gain on Extinguishment of Convertible Senior Notes

Disclose whether the Company paid to its investment adviser an incentive fee based on the g ain that the Company r ecord ed upon the repurchase at below par value of its  own
debt.

Plan of Distribution
 In your response letter, confirm to the staff that each underwritten takedown from this registration statement will be submitted to FINRA for approv al of the underwriting terms
of the Company’s offering.
 In your response letter, undertake to include  in each prospectus supplement, as
applicable, u nder a section captioned “Additional Underwriter Compensation” a
descri ption of the terms of any  agreement that the Company will have  entered into with
the underwriter s, and specify the nature of the services that the underwriter has provided
or will provide thereunder.  Also c larify whether any such fee payable thereunder is a
one-time fee or whether it is payable annually. Also undertake to file all such agreement s
as exhibit s in a post -effective amendment to the registration statement.

Accounting Comments
 Our accounting staff will contact you directly and provide you with their financial statement and other accounting -related comments.

Part C

Item 25.  Financial Statements and Exhibits
 Please file as an exhibit the legality of shares opinion, and related consent of counsel,
with your next pre -effective amendment.   In this regard, it ma y also be necessary for the
Company to undertake to file an unqualified legality of shares opinion, and related
consent of counsel, in a post -effective amendment with each takedown from this shelf
registration statement.

Closing

We note that portions of the filing are incomplete.  We may have additional comments on such portions when you complete them in a pre -effective amendment, on disclosures
made in response to this letter, on information supplied supplementally, or on exhibit s
added in any pre -effective amendments.
 Response to this letter should be in the form of a pre -effective amendment filed pursuant
to Rule 472 under the Securities Act.  The pre -effective amendment filing should be
accompanied by a supplemental letter that includes your responses to each of these

Steven B. Boehm , Esq.
Page  6

comments. Where no change will be made in the filing in response to a comment, please
indicate this fact in your supplemental letter and briefly state the basis for your position.    Please advise us if you hav e submitted or expect to submit an exemptive application or
no-action request in connection with your registration statement.
 You should review and comply with all applicable requirements of the federal securities laws in connection with the preparation a nd distribution of a preliminary prospectus.
 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an inform ed decision.  Since the Company and its management are
in possession of all facts relating to the Company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
 In the event the Company requests acceleration of  the effective date of the pending
registration statement, it should furnish a letter, at the time of such request, acknowledging that

• the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
• should the Commission or 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 decl aring 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 a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
 In addition, please be advised that the Division of Enforcement has access to all infor mation you provide to the staff of the Division of Investment Management in
connection with our review of your filing or in response to our comments on your filing.
 We will consider a written request for acceleration of the effective date of the registrat ion
statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities.    Should you have any questions regarding this letter, please contact me at (202) 551- 6964.
       Sincerely,
       Dominic Minor e
      Senior Counsel

Steven B. Boehm , Esq.
Page  7

CORRESP
1
filename1.htm

Correspondence

 From: Pangas, Harry S.

 Sent: Monday, January 30, 2012 8:40 PM

 To: ‘minored@sec.gov’

 Cc: Boehm, Steven

Subject: Fifth Street Finance Corp. - Form N-2

 Dominic,

 As we previously discussed, attached please find a draft letter responding to comments
issued by the SEC staff on, and related changed pages to, Fifth Street Finance Corp.’s Form N-2 registration statement. The changes pages are marked to show the changes made to the disclosure in the Form N-2 in response to the SEC staff’s
comments thereon.

 We will plan on filing this email, including the attachments, as supplemental correspondence via EDGAR tomorrow.

 Thanks,

 Harry

Harry Pangas | Partner | 202.383.0805

 Harry Pangas | Partner

 Sutherland Asbill & Brennan LLP

 1275 Pennsylvania Avenue NW | Washington, DC 20004-2415

 202.383.0805 direct | 202.637.3593
facsimile

 harry.pangas@sutherland.com | www.sutherland.com

CORRESP
1
filename1.htm

CORRESP

 From:

Pangas, Harry S.

 Sent:

Tuesday, January 24, 2012 2:40 PM

 To:

‘minored@sec.gov’

 Cc:

Sayler, Bradford

 Subject:

Fifth Street Finance Corp. - Proxy Statement

 Attachments:

Fifth Street - DEF Proxy - 1-24-12.PDF; Fifth Street - Proxy Comments Response Letter - 1-24-12.pdf

 Dominic,

Attached please find a draft of a letter responding to the comments issued by the SEC staff on Fifth Street Finance Corp.‘s proxy statement and a
revised draft of the proxy statement which has been marked to highlight the changes made thereto in response to the SEC staff’s comments.

We appreciate receiving your feedback on the foregoing at your earliest possible convenience given that Fifth Street Finance Corp. would like to file the
definitive proxy statement with the SEC by the end of this week or on next Monday at the latest.

 Thanks,

Harry

 Harry Pangas | Partner

 Sutherland Asbill & Brennan LLP

 1275 Pennsylvania Avenue NW | Washington, DC 20004-2415

 202.383.0805 direct | 202.637.3593
facsimile

 harry.pangas@sutherland.com | www.sutherland.com

 To learn more about alternative fund structures and our BDC and Alternative Assets Practice Group, please visit www.publiclytradedprivateequity.com.

January 10, 2012

Steven B. Boehm, Esq.
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, NW
Washington, DC  20004- 2415

Re: Fifth Street Finance Corp. (the “Company ”)
 Registration Statement on Form N -2
 File Number 333 -178391

Dear Mr. Boehm :

We have reviewed the registration statement referenced above and have the following comments
.  Whenever a comment is made in one location, it is considered applicable to
all similar disclosure appearing elsewhere in the registratio n statement.

Registration Statement
 File a form of prospectus supplement that will be used in respect of the Company’s common stock takedown offerings from this shelf registration statement.

Prospectus

Prospectus Cover Page
 In the sixth paragraph, provide the net asset value per share and the last reported sale price per share of the common stock of the Company as of a recent date.

Prospectus Summary – Fifth Street Finance Corp.
 Provide an organizational chart reflecting t he Company’s relationship to and ownership
interest in the affiliated entities identified in the prospectus.
 In the second paragraph, disclose whether each of the Company’s 55 debt investments is
current on its  contractually scheduled interest and principal payments.
 The third paragraph states that the Company’s loan origination efforts are currently focusing on “solid credit quality”  loans.  However, t he Company’s “Newsletter for
October 2011, ” filed under cover of Form 8- K dated Oct ober 18, 2011 (the
“Newsletter”) , appears to rate t he credit quality of the Company’s portfolio at a level of

Steven B. Boehm , Esq.
Page  2

BB and B rated securities .  If true, disclose that the overall credit quality of the
Company’s portfolio is  comparable to the ratings normally associated with junk bonds
rated BB and B.   Also reconcile the assessment regarding the current credit quality of the
Company’s portfolio with the Company’s goal of originating solid credit quality loans.

In the fourth paragraph, provide a plain English version of the penult imate sentence
contained therein.  Also disclose the Company’s current debt to equity ratio.
The Offering
 In the last sentence of the second paragraph, insert the phrase “or directly by us” after the word “dealers.”

Administratio n Agreement
 At the end of the fourth sentence, clarify whether the reference to the phrase “given his compensation” refers to compensation paid by the Company to Mr. Berman.  Also disclose that Mr. Berman is a partner of the Company’s investment adviser.
 In the last sentence, clarify , if true, whether when  the Company’s administrator ceases to
forgo its right to receive reimbursement for the services performed by Mr. Berman, this could result in essentially paying twice for the same services.

Risk Factors
 At the end of the six th risk factor bullet, clarify the Company’s shareholders would likely
not receive any proceeds upon the Company’s liquidation.  Refer to the disclosure contained in the eleventh risk factor bullet.  In your response
letter, identify the extent to which an y of the Company’s distributions to its common
shareholders have ever consisted of a return of capital.

Fees and Expenses
 We note the absence of the Acquired Company  Fees & Expenses line item from the
Company ’s fee table.  Please confirm to us i n your response letter whether the Company
will make investments that trigger the need for applicable Acquired Company Fees & Expenses disclosure or whether such expenses amount to less than one basis point and are, if applicable , included in “Other expens es.”
 In a footnote to the fee table, disclose that the Company does not expect to issue preferred shares during the next twelve months.  Expand footnote (5) to provide the dollar values for each of the amount of the fee calculated in respect of gross assets, the amount of the fee calculated in respect of net asset s, and the amount of borrowings for investment purposes.  In this regard, highlight

Steven B. Boehm , Esq.
Page  3

the relationship between all three of these dollar amounts when determining the
management fees calculated as a percentage of net assets attributable to common stock.  Also disclose the dollar amount of the incentive fees  that were used when calculating the
management fee.

Risk Factors

Our base management fee may induce out investment adviser to leverage.
 Revise the discl osure  to clarify that it will be an in centive for  the adviser to leverage the
Company .  Also state that this incentive presents a conflict of interest and disclose how
the Company’s Board of Directors will manage this conflict of interest.
 Discl ose whether the Company will only leverage if expected returns will exceed the cost
of borrowing.

Because we borrow money, the potential for loss on amounts invested in us…
 Provide a separate risk factor highlighting the Company’s increasing reliance on borrowed money to finance its activities, as well as the corresponding risks.
There are significant potential conflicts of interest which could adversely impact…

In this risk factor also disclose that  Bernard D. Berman, the Company’s president, chief
compliance officer and secretary, and Ivelin M. Dimitrov, the Company’s chief investment officer, are partners of the Company’s investment adviser .

Risks Relating to Our Investments
 The Company’s Newslet ter discloses that the healthcare industry sector is the largest
industry sector in which the Company is invested,  represent ing approximately 30% of
the Company’s  total portfolio.  Accordingly, add appropriate risk disclosure pertaining to
investing in th e healthcare industry sector.

Our s tockholders may experience dilution upon the conversion of our convertible…
 Disclo se the maximum total number of shares that would be issued upon conversion of
the convertible senior notes into shares of the Company’s common stock.
 Disclose whether the common shares issued in respect of the convertible senior notes include registration rights.  If so, disclose the estimated dollar amount of the expenses that the Company would incur registering those common shares.  Als o disclose  that the
Compa ny’s common stockholders will indirectly bear all of those costs.

Steven B. Boehm , Esq.
Page  4

The accounting for convertible debt secu rities is complex and subject to uncertainty.

Briefly highlight , in plain English, the nature and the impact of having “an accounting
effect on our earnings per share on a fully diluted basis.”

Price Range of Common Stock and Distributions
 Complete the tabular presentation of the “Year ending September 30, 2012 First Quarter” information through the entire period ending December 31, 2011.

Revenue Recognition – Fee Income
 Disclose what will constitute a “successful exit event for each of the investments.”

Comparison of the years ended September 30, 2011 and September 30, 2010

Total Investment Income
 Explain the almost 40% year -over-year increase in PIK income, and the additional
potential risks this presents.  Is this a trend that the Company expects to continue?
 What resulted in the substantial year -over-year drop in fee income?

Expenses
 In the second paragraph clarify, if true, that none of the “98.6% increase in the fair value
of the investment portfolio during the year ” was  due to appreciation in the value of the
Company’s portfolio.  The disclosure puts the Company’s year-over-year increase in interest expens e at nearly
one thousand percent.  Expand the disclosure to assess how this increase impact ed the
Company  in its last fiscal year, as well as how it is expected to impact the Company
during its current fiscal year.   Does the Company expect interest expense to increase
materially in the current fiscal year?

Borrowings
 Highlight the purpose and nature of the business operations of each of the Fifth Street affiliated entities identified in this section.

Quantitative  and Qualitative Disclosures about Market Risk
 Delete the word “hypothetical” from the text of footnote (1).

Steven B. Boehm , Esq.
Page  5

Gain on Extinguishment of Convertible Senior Notes

Disclose whether the Company paid to its investment adviser an incentive fee based on the g ain that the Company r ecord ed upon the repurchase at below par value of its  own
debt.

Plan of Distribution
 In your response letter, confirm to the staff that each underwritten takedown from this registration statement will be submitted to FINRA for approv al of the underwriting terms
of the Company’s offering.
 In your response letter, undertake to include  in each prospectus supplement, as
applicable, u nder a section captioned “Additional Underwriter Compensation” a
descri ption of the terms of any  agreement that the Company will have  entered into with
the underwriter s, and specify the nature of the services that the underwriter has provided
or will provide thereunder.  Also c larify whether any such fee payable thereunder is a
one-time fee or whether it is payable annually. Also undertake to file all such agreement s
as exhibit s in a post -effective amendment to the registration statement.

Accounting Comments
 Our accounting staff will contact you directly and provide you with their financial statement and other accounting -related comments.

Part C

Item 25.  Financial Statements and Exhibits
 Please file as an exhibit the legality of shares opinion, and related consent of counsel,
with your next pre -effective amendment.   In this regard, it ma y also be necessary for the
Company to undertake to file an unqualified legality of shares opinion, and related
consent of counsel, in a post -effective amendment with each takedown from this shelf
registration statement.

Closing

We note that portions of the filing are incomplete.  We may have additional comments on such portions when you complete them in a pre -effective amendment, on disclosures
made in response to this letter, on information supplied supplementally, or on exhibit s
added in any pre -effective amendments.
 Response to this letter should be in the form of a pre -effective amendment filed pursuant
to Rule 472 under the Securities Act.  The pre -effective amendment filing should be
accompanied by a supplemental letter that includes your responses to each of these

Steven B. Boehm , Esq.
Page  6

comments. Where no change will be made in the filing in response to a comment, please
indicate this fact in your supplemental letter and briefly state the basis for your position.    Please advise us if you hav e submitted or expect to submit an exemptive application or
no-action request in connection with your registration statement.
 You should review and comply with all applicable requirements of the federal securities laws in connection with the preparation a nd distribution of a preliminary prospectus.
 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an inform ed decision.  Since the Company and its management are
in possession of all facts relating to the Company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
 In the event the Company requests acceleration of  the effective date of the pending
registration statement, it should furnish a letter, at the time of such request, acknowledging that

• the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
• should the Commission or 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 decl aring 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 a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
 In addition, please be advised that the Division of Enforcement has access to all infor mation you provide to the staff of the Division of Investment Management in
connection with our review of your filing or in response to our comments on your filing.
 We will consider a written request for acceleration of the effective date of the registrat ion
statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities.    Should you have any questions regarding this letter, please contact me at (202) 551- 6964.
       Sincerely,
       Dominic Minor e
      Senior Counsel

Steven B. Boehm , Esq.
Page  7

CORRESP
1
filename1.htm

SEC Transmittal Letter

 HARRY S. PANGAS

 DIRECT LINE: 202.383.0805

 E-mail: harry.pangas@sutherland.com

January 6, 2012

 VIA
EDGAR

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
Fifth Street Finance Corp. – Preliminary Proxy Statement on Schedule 14A

 Dear Sir or Madam:

 On behalf of Fifth Street Finance Corp., we are filing a
Preliminary Proxy Statement on Schedule 14A pursuant to the rules and regulations of the Securities Exchange Act of 1934.

Please call me at the above number if you have any questions or comments regarding the foregoing.

Sincerely,

/s/ Harry S. Pangas

cc:
Bernard D. Berman

CORRESP
1
filename1.htm

corresp

FIFTH STREET FINANCE CORP.

10 Bank Street, 12th Floor

White Plains, NY 10606

(914) 286-6800

March 29, 2011

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

    Attn:

    Richard Pfordte, Esq.

Dominic Minore, Esq.

    Re:

    Fifth Street Finance Corp.

    Post-Effective Amendment No. 5 to Registration

    Statement on Form N-2 (File No. 333-166012)

Dear Messrs. Pfordte and Minore:

     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 2:00 p.m.
on March 31, 2011, 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

Signature Page to Acceleration Request

CORRESP
1
filename1.htm

corresp

From: Pangas, Harry S.

Sent: Thursday, March 24, 2011 12:31 PM

To: rupertk@sec.gov; minored@sec.gov

Cc: Sayler, Bradford

Subject: Fifth Street Finance Corp. - Draft Legal and Accounting Response Letters and Post-Effective Amendment No. 5 to Form N-2 Registration Statement

Kevin and Dominic,

As discussed, attached please find (i) drafts of letters that respond to the legal and accounting
comments you issued on a post-effective amendment to Fifth Street Finance Corp.’s registration
statement on Form N-2 and (ii) a marked copy of the post-effective amendment which highlights the
changes we made to the post-effective that you previously reviewed.  We will file these documents
as supplemental correspondence via EDGAR.

Thanks again for agreeing to review these draft documents.

Regards,

Harry

Harry Pangas | Partner | 202.383.0805

CORRESP
1
filename1.htm

corresp

[Letterhead of Sutherland Asbill & Brennan LLP]

March __, 2011

VIA E-MAIL AND EDGAR

Mr. Kevin Rupert

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Fifth Street Finance Corp.

    Post-Effective Amendment No. 3 to Registration Statement on Form N-2 filed on

    December 10, 2010 (File No. 333-166012) (the “Registration Statement”)

Dear Mr. Rupert

          We are submitting this letter to respond to accounting comments orally issued by the staff of
the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the
“SEC”) on February 18, 2011 regarding the Registration Statement. The Staff’s comments are set
forth below and are followed by the Company’s responses.

Comment:

          1. We note that the ratio of total expenses to average net assets included in the “Fees and
Expenses” table is higher than the ratio of total expenses to average net assets included in Note
12. “Financial Highlights” to the consolidated financial statements contained elsewhere in the
Registration Statement. Please supplementally explain to the Staff the reason it is higher.

          Response: The higher ratio of total expenses to average net assets set forth in the
“Fees and Expenses” table in the Registration Statement reflects changes in various expense
estimates subsequent to the date of the issuance of the financial statements of which Note 12.
“Financial Highlights” is a part.

Comment:

          2. We note that the Company’s investment adviser has permanently waived the portion of the
base management fee attributable to cash and cash equivalents. In light of the permanent nature of
such waiver, the Staff believes that it is appropriate for the Company to memorialize the waiver
arrangement by amending the investment advisory agreement between the Company and its investment
adviser to reflect such fact.

Mr. Kevin Rupert

March __, 2011

Page 2

          Response: The Company acknowledges the Staff’s comment and will amend the investment
advisory agreement between the Company and its investment adviser to reflect such fact as soon as
practicable.

Comment:

          3. We refer to the table included under the section entitled “Example” on page 10 of the
Registration Statement. Please provide the Staff with an undertaking that the Company will include
capital gains incentive fees payable by the Company to its investment adviser in computing the
projected dollar amount of total cumulative expenses set forth in such table once a pattern has
developed of the Company paying such fees to its investment adviser.

          Response: The Company undertakes that it will include capital gains incentive fees
payable by the Company to its investment adviser in computing the projected dollar amount of total
cumulative expenses set forth in the table under the heading “Examples” in future Form N-2
registration statements once a pattern has developed of the Company paying such fees to its
investment adviser.

Comment:

          4. Please be advised that the Staff believes that the Company should record an expense accrual
relating to the capital gains incentive fee payable by the Company to its investment adviser when
the unrealized gains on its investments exceed all realized capital losses on its investments given
the fact that a capital gains incentive fee would be owed to the investment adviser if the Company
were to liquidate its investment portfolio at such time. Please supplementally advise the Staff of
the Company’s position on this matter.

          Response: The Company concurs with the Staff’s position on this matter. Furthermore,
the Company has analyzed the impact of this position on its previously filed financial statements
and advises the Staff that the application of this position thereto would have had no impact on
such financial statements.

Comment:

          5. Please supplementally advise the Staff how the accrual of payment-in-kind (“PIK”) interest
on the Company’s debt investments impacts the cost basis of the Company’s debt investments for
purposes of computing the capital gains incentive fee payable by the Company to its investment
adviser.

          Response: The accrual of PIK interest on the Company’s debt investments increases the
recorded cost basis of such investments in the Company’s financial statements and, as a result,
increases the cost basis of such investments for purposes of computing the capital gains incentive
fee payable by the Company to its investment adviser.

Mr. Kevin Rupert

March __, 2011

Page 3

Comment:

          6. We note the statements on page F-18 of the Registration Statement that “[t]he Company has
applied for exemptive relief from the Securities and Exchange Commission (“SEC”) to permit it to
exclude the debt of the SBIC subsidiary guaranteed by the SBA from the 200% asset coverage test
under the 1940 Act” and that “[i]f the Company receives an exemption for this SBA debt, the Company
would have increased flexibility under the 200% asset coverage test.” Please consider adding
disclosure similar to that contained on page 2 of the Registration Statement regarding the specific
nature of this increased flexibility in the notes to the Company’s financial statements in future
SEC filings.

          Response: The Company undertakes to include enhanced disclosure relating to the
foregoing in its future SEC filings. In this regard, attached please see hand-marked changes to
page F-19 from the Company’s Registration Statement on Form N-2 (“Post-Effective Amendment No. 5”)
reflecting the future changes that the Company proposes to make thereto to address the Staff’s
comment set forth above.

Comment:

          7. We refer to the statement contained on page F-18 of the Registration Statement that “the
Company performs detailed valuations of its debt and equity investments on an individual basis,
using market, income, and bond yield approaches as appropriate.” In future SEC filings, please
specifically explain when it is appropriate to use these various valuation approaches.

          Response: The Company undertakes to more fully explain in its future SEC filings when
it is appropriate to use the various valuation approaches noted above.

Comment:

          8. We refer to the discussion contained on page F-21 of the Registration Statement relating to
the accrual of payment-in-kind interest on the Company’s debt investments. Please consider
incorporating the disclosures contained on page 37 of the Registration Statement relating to when
the Company will cease accruing payment-in-kind interest on its debt investments in the notes to
the Company’s financial statements in future SEC filings.

           Response: The Company undertakes to include the foregoing disclosure in its
future SEC filings.

Comment:

          9. We refer to the disclosure on page F-42 of the Registration Statement regarding the
incentive fees paid by the Company to the investment adviser for the last three fiscal years. In
future SEC filings, the Company should separately disclose the pre-incentive fee net investment
income fees and the capital gains incentive fees paid to the Company’s investment adviser.

Mr. Kevin Rupert

March __, 2011

Page 4

          Response: The Company undertakes to include the foregoing disclosure in its future
SEC filings.

Comment:

          10. We refer to the following two sentences contained on page F-40 of the Registration
Statement:

“During the years ended September 30, 2010, 2009 and 2008, the Company recorded net unrealized
depreciation of $1.8 million, $10.8 million, and $16.9 million, respectively. For the year ended
September 30, 2010, the Company’s net unrealized depreciation consisted of $18.7 million of net
unrealized depreciation on debt investments, $0.5 million of net unrealized depreciation on equity
investments and $0.7 million of net unrealized depreciation on interest rate swaps, offset by $17.2
million of reclassifications to realized losses.” [Emphasis added.]

          It appears that one or more figures in the second sentence set forth above is incorrect given
that the mathematical computation of these figures does not equal the $1.8 million figure in the
first sentence set forth above. As a result, please revise the disclosure accordingly.

          Response: The Company has revised the disclosure accordingly. See page F-84
of Post-Effective Amendment No. 5.

Comment:

          11. In the event that the Company requests acceleration of the effective date of the
Registration Statement, the Company should furnish a letter, at the time of such request,
acknowledging that:

    •

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

    •

    should the SEC or the Staff declare the filing effective, it does not foreclose the SEC
from taking any action with respect to the filing;

    •

    the action of the SEC or the Staff in declaring the filing effective, does not relieve
it from its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and

    •

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

          Response: The Company will provide the Staff with the requested acknowledgement at
the time it requests acceleration of the effective date of Post-Effective Amendment No. 5.

*                    *                    *

          If you have any questions or additional comments concerning the foregoing, please contact the
undersigned at (202) 383-0805, or Steven B. Boehm at (202) 383-0176.

Sincerely,

Harry S. Pangas

CORRESP
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[Letterhead of Sutherland Asbill & Brennan LLP]

March __, 2011

VIA EDGAR

Mr. Dominic Minore

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Fifth Street Finance Corp.

    Post-Effective Amendment No. 3 to Registration Statement on

    Form N-2 filed on December 10, 2010 (File No. 333-166012) (the

    “Registration Statement”)

Dear Mr. Minore:

          On behalf of Fifth Street Finance Corp. (the “Company”), set forth below are the Company’s
responses to oral comments issued by the staff of the Division of Investment Management (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) to the Company regarding the
Registration Statement. The Staff’s comments are set forth below and are followed by the Company’s
responses.

Comment:

          1. Please confirm that the Company will treat its debt and equity investments in
securitization vehicles that hold investment securities, such as collateral loan obligation funds,
as “bad” assets for purposes of Section 55(a) of the Investment Company Act of 1940 (the “1940
Act”) irrespective of whether any such securitization vehicle is excepted from the definition of
“investment company” within the meaning of Section 3(a) of the 1940 Act under Section 3(c)(1) or
3(c)(7) of, or Rule 3a-7 under, the 1940 Act.

          Response: The Company confirms that it will treat any portfolio company investment in
a securitization vehicle as a “bad” asset for purposes of Section 55(a) of the 1940 Act, including
if such securitization vehicle is excepted from the definition of an “investment company” under
Section 3(c)(1) or 3(c)(7) of, or Rule 3a-7 under, the 1940 Act.

          To the extent that any securitization vehicle is consolidated with the accounts of the Company
in accordance with applicable accounting standards and, as a result, not treated as a portfolio
company investment for accounting purposes, the Company will “look-through” the securitization
vehicle to the underlying assets thereof to determine whether each such underlying asset is a
“good” or “bad” asset for purposes of Section 55(a) of the 1940 Act. Importantly, this

Mr. Dominic Minore

March __, 2011

Page 2

“look-through” approach is consistent with (i) a no-action letter position taken by the Staff
and (ii) a recent conversation we had with certain members of the Staff regarding the same on
behalf of a business development company client other than the Company.1

Comment:

          2. We note disclosure in the Registration Statement regarding the Wells Fargo facility.
Please confirm that no capital gains incentive fee is paid or otherwise triggered when the Company
sells loans assets to the Company’s wholly-owned, limited purpose financing subsidiary, Fifth
Street Funding, LLC (“Fifth Street Funding”), in accordance with the Wells Fargo facility and
related documentation.

          Response: The Company confirms that no capital gains incentive fee is earned by or
paid to its external investment adviser (or otherwise triggered) in connection with any sale by it
of loan assets to Fifth Street Funding in accordance with the Wells Fargo facility and related
documentation, including the Purchase and Sale Agreement described in the Registration Statement.

Comment:

          3. Please explain why the arrangement pursuant to which the external investment adviser to
the Company receives management and incentive fees with respect to the investments held by Fifth
Street Funding is consistent with Sections 15 and 57 of the 1940 Act.

          Response: Fifth Street Funding is a wholly owned, limited purpose financing subsidiary
of the Company. Fifth Street Funding was formed by the Company for the sole purpose of providing a
bankruptcy remote entity to hold collateral for the Company’s financings. Utilization of the
separate, bankruptcy remote entity Fifth Street Funding was and is a prerequisite for the Company
to obtain financing under the Wells Fargo facility. As an on-balance sheet subsidiary, the
operations of Fifth Street Funding are consolidated for accounting purposes with those of the
Company. Thus, for purposes of the narrative and financial information provided to investors,
Fifth Street Funding, as an entity, is effectively irrelevant, and its assets, for all intents and
purposes, are the assets of the Company.

          In order to finance loans through Fifth Street Funding, the Company causes Fifth Street
Funding to borrow under the Wells Fargo facility and to use the proceeds of such borrowings to fund
third party loans made by the Company. The debt issued by Fifth Street Funding under the Wells
Fargo facility is secured by all of the loans funded thereunder. All decisions relating to the
funding of such loans are made by the Company’s external investment adviser on behalf of the
Company. Moreover, the Company owns 100% of the outstanding capital stock of Fifth Street Funding
and substantially all of the executive officers of Fifth Street Funding are comprised of executive
officers of the Company. Fifth Street Funding has no other employees. Finally, even though such
loans are held by Fifth Street Funding, the Company, through its external investment adviser,
services such loans.

    1

    See NGP Capital Resources Company
No-Action Letter (dated December 28, 2007).

Mr. Dominic Minore

March __, 2011

Page 3

          Given that Fifth Street Funding is in effect the Company and that the investments held by
Fifth Street Funding are consolidated with those of the Company for accounting purposes, we do not
believe that the provisions and policies underlying the proscriptive affiliated transaction
prohibitions contained in Section 57 of the 1940 Act and the concerns raised in Section 15 of the
1940 Act are implicated in the structure.

Comment:

          4. Please advise us whether the Company currently intends on sponsoring or otherwise
acquiring a debt or equity interest in a securitization vehicle in the next 12 months. We may have
further comments depending on the Company’s response to this comment.

          Response: The Company is currently considering a number of structures relating to
securitization vehicles that are prevalent in the business development company industry, including
an investment in a non-consolidated asset manager which, in turn, may sponsor one or more
securitization vehicles. Any such structure would be designed to ensure compliance with the 1940
Act and existing Staff positions relating thereto.

Comment:

          5. We note disclosure in the Registration Statement that “[i]n the future, [the Company] may
also securitize a portion of [its] investments in first- and second-lien senior loans or unsecured
debt or other assets.” We also note risk factor disclosure regarding the same on page 19 of the
Registration Statement. Please ensure that this risk factor adequately discloses all pertinent
risks associated with the Company’s future securitization of its investments. In addition, please
consider whether the risks associated therewith merit a separate risk factor discussion regarding
the same.

          Response: The Company has reviewed the risk factor disclosure noted in the Staff’s
comment and believes that such disclosure adequately discloses all pertinent risks associated with
the Company’s potential future securitization of its investments and does not merit separate risk
factor disclosure at this time.

*                    *                    *

          If you have any questions or additional comments concerning the foregoing, please contact the
undersigned at (202) 383-0805, or Steven B. Boehm at (202) 383-0176.

Sincerely,

Harry S. Pangas

CORRESP
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[Letterhead of Sutherland Asbill & Brennan LLP]

January 25, 2011

VIA EDGAR

Dominic Minore, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

              Re:

    Fifth Street Finance Corp.

Preliminary Proxy Statement on Schedule 14A filed January 12, 2011

File No. 814-00755

Dear Mr. Minore:

          On behalf of Fifth Street Finance Corp. (the “Company”), set forth below is the Company’s
response to the oral comments provided by the staff of the Division of Investment Management (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company on January 24,
2011 with respect to the Company’s preliminary proxy statement on Schedule 14A (the “Proxy
Statement”), filed with the Commission on January 12, 2011. The Staff’s comments are set forth
below and are followed by the Company’s responses.

1. Comment: We refer to the first paragraph in the introduction to Proposal 3. Please
explain what the following language means to the average reader: “which warrants, options or
rights may or may not be accompanied by other securities of the Company.”

          Response: The Company has revised the disclosure on page 20 accordingly.

2. Comment: In the fourth paragraph under the subheading “Conditions to Issuance” of
Proposal 3, please indicate that any possible anti-dilution provisions authorized by the
Company’s Board of Directors in connection with the issuance of warrants or securities to
subscribe for or convert into shares of the Company’s common stock would additionally extend to
any reverse stock split effectuated by the Company.

          Response: The Company has revised the disclosure on page 22 accordingly.

3. Comment: Please indicate how the Company intends to issue warrants, options or
rights to subscribe to, convert to, or purchase common stock. Does the Company plan to issue
such securities in private transactions or public transactions?

Dominic Minore, Esq.

January 25, 2011

Page 2

          Response: The Company has revised the disclosure on page 20 accordingly.

4. Comment: Please explain why the Company is seeking stockholder approval to issue
rights to purchase shares of the Company’s common stock when the Company’s common stock is
trading at a premium to the Company’s net asset value per share.

          Response: The Company is not seeking to conduct a rights offering whereby the Company
would issue transferable or non-transferable rights to subscribe for a fixed amount of shares of
the Company’s common stock to its stockholders of record at a price below the Company’s current net
asset value per share. As the Staff notes, the Company’s common stock is trading at a premium to
its net asset value per share. Because the Company’s stock is trading at a premium to its net
asset value per share, the Company need not conduct a rights offering in reliance on Section
23(b)(1) of the 1940 Act which permits a business development company, such as the Company, to sell
common stock at a price below net asset value without stockholder approval in connection with an
offering to the holders of one or more classes of its common stock. Rather, the Company is seeking
to obtain stockholder approval to raise capital through the future issuance of warrants, options,
or rights to subscribe to, convert to, or purchase shares of the Company’s common stock, at prices
in excess of the Company’s net asset value per share which may include convertible preferred stock,
as permitted by Section 61(a)(3) of the 1940 Act.

5. Comment: Please acknowledge that, if the Company were to conduct a rights offering
whereby existing stockholders could purchase shares of the Company’s common stock, then the
Company’s Board of Directors would consider Investment Company Act Release No. 9932 and the
Company would conduct such rights offering in accordance with the conditions set forth in such
Release.

     Response: As stated in response to comment #4 above, the Company is not seeking to
conduct a rights offering whereby the Company would issue transferable or non-transferable rights
to subscribe for a fixed amount of shares of the Company’s common stock to its stockholders of
record at a price below the Company’s current net asset value per share. The Company is not
contemplating a rights offering below net asset value as described in Section 23(b)(1) of the 1940
Act and to which Release No. 9932 relates. However, if the Company in the future were to conduct
such a rights offering, its Board of Directors would consider Investment Company Act Release No.
9932 and the Company would conduct such rights offering in accordance with the conditions set forth
in such Release.

6. Comment: If the Company obtains stockholder approval, please indicate whether or not
the Company has any present plans to issue warrants, options or rights to subscribe to, convert
to, or purchase the Company’s common stock.

     Response: The Company has no immediate plans to issue warrants, options or rights to
subscribe to, convert to, or purchase the Company’s common stock. The Company is seeking

Dominic Minore, Esq.

January 25, 2011

Page 3

stockholder approval to have the flexibility to issue warrants, options or rights to subscribe
to, convert to, or purchase the Company’s common stock at an undetermined future date.

7. Comment: Pleasure ensure that the provisions of Item 11 of Schedule 14A are complied
with in connection with Proposal 3 in the Proxy Statement.

     Response: We have revised the Proxy Statement to ensure that the provisions of Item 11
of Schedule 14A are complied with in connection with Proposal 3 set forth therein. See page 23 of
the Proxy Statement.

8. Comment: Please revise the disclosure under the subheading “Key Stockholder
Considerations” to clarify that if the Company receives stockholder approval to issue warrants,
options or rights to subscribe to, convert to, or purchase the Company’s common stock, the
Company would have no further obligation to solicit future stockholder approval in the event
that such an issuance would result in dilution of the net asset value per share of the Company’s
common stock.

     Response: The Company has revised the disclosure on page 22 accordingly.

9. Comment: We refer to the second paragraph under the subheading “Key Stockholder
Considerations.” Please revise the disclosure to note that stockholders of the Company’s common
stock will indirectly bear the cost of issuing and paying interest or dividends on any warrants,
options or rights to subscribe to, convert to, or purchase shares of the Company’s common stock.

     Response: The Company has revised the disclosure on page 22 accordingly.

10. Comment: We refer to the second paragraph under the subheading “Key Stockholder
Considerations.” Please revise the disclosure to note that there is no limit to the amount of
dilution of net asset value per share of the Company’s common stock if the exercise or
conversion price per share is below the net asset value per share at the time of exercise or
conversion.

     Response: The Company has revised the disclosure on page 22 accordingly.

11. Comment: We refer to the third paragraph under the subheading “Key Stockholder
Considerations.” Please include the disclosure required by Section 61(a)(3)(A)(iii) relating to
the determination of the exercise or conversion price if no market value for the Company’s
common stock exists at the time of issuance of any warrants, options or rights to subscribe or
convert to voting securities of such company, accompanied by
securities, if the exercise or
conversion price is not less than the current market value at the date of issuance, or if no
such market value exists, the current net asset value of such voting securities.

Dominic Minore, Esq.

January 25, 2011

Page 4

     Response: The Company has revised the disclosure on page 22 accordingly.

12. Comment: Please provide the required Tandy representations to the Staff.

          Pursuant to the Staff’s request, in connection with the Staff’s review of the Company’s
preliminary proxy statement on Schedule 14A (File No. 814-00755) filed on January 12, 2011, the
Company hereby acknowledges that:

    •

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

    •

    SEC staff comments or changes to disclosure in response to SEC staff comments in the
Proxy Statement do not foreclose the SEC from taking any action with respect to the
Proxy Statement; and

    •

    the Company may not assert SEC staff comments as a defense in any proceeding
initiated by the SEC or any person under the federal securities laws of the United
States.

* * *

          If you have any questions or additional comments concerning the foregoing, please contact the
undersigned at (202) 383-0805.

    Sincerely,

    /s/ Harry S. Pangas

    Harry S. Pangas

CORRESP
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[Letterhead of Sutherland Asbill & Brennan LLP]

June 4, 2010

VIA E-MAIL & EDGAR

Dominic Minore, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Fifth Street Finance Corp.

    Registration Statement on Form N-2 filed on April 12, 2010

    File No. 333-166012

Dear Mr. Minore:

     On behalf of Fifth Street Finance Corp. (the “Company”), set forth below are the Company’s
responses to the comments provided by the staff of the Division of Investment Management (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) to the Company in a letter dated May
18, 2010. The Staff’s comments are set forth below in italics and are followed by the Company’s
responses. References to the Company’s registration statement on Form N-2 (the “Registration
Statement”) contained herein are to the pre-effective amendment No. 1 to the Company’s registration
statement on Form N-2 that has been filed with the SEC on the date hereof.

Prospectus

Registration Statement

    1.

    If the Company proposes an offering from this registration statement shortly
after its effectiveness, it should file, as part of its next pre-effective amendment,
the form of prospectus supplement that the Company intends to use with that offering.

    At this time, given the volatility of the stock market and the price
of the Company’s shares of common stock, the Company cannot predict when it will
propose to conduct an offering from the Registration Statement. As a
result, the Company does not currently intend to conduct an offering
from the Registration Statement shortly after its effectiveness.

Mr. Dominic Minore

June 4, 2010

Page 2

Notwithstanding
such fact, the
Company has included a form of prospectus supplement that would be
used in connection with any offering of its securities pursuant to
the Registration Statement as part of the Registration
Statement.

Prospectus

    2.

    The financial information contained in the prospectus should be updated to the
fiscal quarter ended March 31, 2010.

    The Company has updated the disclosure accordingly.

Prospectus Cover Page

    3.

    In the sixth paragraph, provide the net asset value per share and the last
reported sale price per share of the common stock of the Company as of a recent date.

    The Company advises the Staff that it has provided the net asset value per share of
the Company as of March 31, 2010 and the last reported sale price per share of the
common stock of the Company as of a recent date. As you are aware, business
development companies (“BDCs”) have universally adopted the practice of determining
the net asset value of their shares of common stock as of the end of each of their
fiscal quarters. This practice reflects the reality of the significant time and
expense expended by BDCs in determining the fair value of their investment
portfolios, which are primarily composed of securities issued by private companies.
As a result, the Company has not determined its net asset value per share since
March 31, 2010. In light of the foregoing, the Company is unable to state the net
asset value per share of the Company’s common stock as of a date more recent than
March 31, 2010.

About this Prospectus

    4.

    Expand the last sentence of the second paragraph to clarify that the prospectus
and any prospectus supplements will, however, be updated during the offering period to
reflect any material changes to the information contained therein.

    The Company has revised the disclosure accordingly. See page ii of the
Registration Statement.

Prospectus Summary — Fifth Street Finance Corp.

    5.

    Disclose what the Company’s asset coverage ratio would be if the maximum amount
of SBA guaranteed debt excluded pursuant to any exemptive relief is added back to the
calculation of the asset coverage ratio. Also disclose the maximum amount of additional
leverage that the Company could incur if the exemptive relief is granted.

Mr. Dominic Minore

June 4, 2010

Page 3

    The Company advises the Staff that it has not yet received any exemptive relief in
connection with its SBA guaranteed debt. The Company has revised the disclosure
accordingly. See page 2 of the Registration Statement.

Fees and Expenses

    6.

    It appears the phrase “and a corresponding prospectus supplement” should be
deleted from the third sentence.

    The Company has revised the disclosure accordingly. See page 10 of the
Registration Statement.

    7.

    We note the absence of the Acquired Company Fees & Expenses line item from the
Company’s fee table. Please confirm to us in your response letter whether the Company
will make investments that trigger the need for applicable Acquired Company Fees &
Expenses disclosure or whether such expenses amount to less than one basis point and
are, therefore, included in “Other expenses.”

    The Company advises the Staff that such expenses total less than one basis point of
the Company’s average net assets and, as a result, such amounts are included in
“Other Expenses.”

    8.

    In your response letter, confirm that the Company’s investment adviser has no
ability to recoup any of the base management fee that it either has or will have
“permanently waived.”

    The Company confirms to the Staff that its investment adviser has no ability to
recoup any of the base management fee that it has “permanently waived.”

    9.

    Expand the footnote to the “Interest payments on borrowed funds” line item to
highlight the estimates and assumptions underlying the 0.39% figure. In your response
letter, confirm that “Interest payments on borrowed funds” is presented on a
consolidated basis.

    The Company has revised the disclosure accordingly. See page 11 of the
Registration Statement. The Company confirms to the Staff that “Interest payments on
borrowed funds” is presented on a consolidated basis.

    10.

    In a footnote to the fee table, disclose that the Company does not expect to
issue preferred shares during the next twelve months.

    The Company advises the Staff that, in connection with its 2010 Annual Meeting of
Stockholders, the Company’s stockholders approved a proposal to remove Fifth Street
Finance Corp.’s authority to issue shares of preferred stock. As a result, the
Company has no authority under its amended and restated certificate of

Mr. Dominic Minore

June 4, 2010

Page 4

    incorporation
to issue any preferred shares. See “Description of our Securities” on page
90 of the Registration Statement.

    11.

    The first three sentence of footnote (8) should be deleted because they appear
not to enhance an investor’s understanding of the “Total annual expenses” presentation.

    The Company has revised the disclosure accordingly. See page 11 of the
Registration Statement.

Risk Factors

    12.

    Expand the first paragraph to clarify that the risks set forth in this section
nonetheless discuss the presently known principal risks of investing in the Company. In
this regard, add any additional disclosure needed to complete the discussion of risks
required by Item 8.3 of Form N-2.

    The Company has revised the disclosure accordingly. See page 14 of the
Registration Statement.

Our wholly-owned SBIC subsidiary, Fifth Street Mezzanine Partners IV L.P. is licensed by the SBA
and is subject to SBA regulations

    13.

    Highlight what experience, if any, Fifth Street Mezzanine Partners IV, L.P. has
managing an SBA licensed entity.

    The Company has revised the disclosure accordingly. See page 21 of the
Registration Statement.

Substantially all of our assets could potentially be subject to security interests

    14.

    Delete the mitigating phrase “as is common in the business development company
industry” from the risk factor disclosure.

    The Company has revised the disclosure accordingly. See page 18 of the
Registration Statement.

    15.

    Expand the discussion to indicate the percentage of the Company’s assets that
are currently subject to liens or pledges. Also discuss the potential material impact,
if any, that such liens or pledges may have on the Company’s operations, policies,
strategies and financial flexibility.

    The Company has revised the disclosure accordingly. See page 18 of the
Registration Statement.

Mr. Dominic Minore

June 4, 2010

Page 5

Price Range of Common Stock and Distributions

    16.

    Complete the tabular presentation of the “Year ended September 30, 2010 Second
Quarter” information.

    The Company has revised the disclosure accordingly. See page 32 of the
Registration Statement.

Borrowings

    17.

    We note that Wells Fargo Securities has acted as lead underwriter for each of
the Company’s five offerings from its shelf registration statement since it was
declared effective in July 2009. We also note the disclosure on page 48 pertaining to
the current borrowing arrangement and related agreements with Wachovia, Wells Fargo
Securities, LLC and Wells Fargo Bank, National Association. In your response letter,
provide us with your analysis as to the applicability of Investment Company Act
sections 57(d)(2) & (e) and, if those provisions are applicable, whether the
transaction nevertheless meets the requirements of Investment Company Act section
57(f).

    Section 57(d) of the Investment Company Act of 1940 (the “1940 Act”) generally
prohibits certain persons related to a BDC in the manner enumerated in Section 57(e)
(“Related Persons”) from participating in certain types of transactions with the
BDC, absent approval in the manner set forth in Section 57(f) of the 1940 Act by a
majority of the BDC’s directors who have no financial interest in the transaction,
plan or arrangement and a majority of the BDC’s directors who are not “interested
persons” (as defined in Section 2(a)(19) of the 1940 Act) of the BDC (such approval
being referred to herein as the “Independent Director Approval”). Section 57(d)(2)
of the 1940 Act prohibits certain purchase transactions between a BDC and a Related
Person unless Independent Director Approval has been obtained.

    Among the Related Persons enumerated in Section 57(e) is an “affiliated
person”1 of a “principal underwriter” of or for a BDC. Section 2(a)(29)
of the 1940 Act defines a “principal underwriter” of or for a BDC as follows:

    1

    Section 2(a)(3) of the 1940 Act defines an
“affiliated person’’ of another person as “(A) any person directly or
indirectly owning, controlling, or holding with power to vote, 5 per centum or
more of the outstanding voting securities of such other person; (B) any person
5 per centum or more of whose outstanding voting securities are directly or
indirectly owned, controlled, or held with power to vote, by such other person;
(C) any person directly or indirectly controlling, controlled by, or under
common control with, such other person; (D) any officer, director, partner,
copartner, or employee of such other person; (E) if such other person is an
investment company, any investment adviser thereof or any member of an advisory
board thereof; and (F) if such other person is an unincorporated investment
company not having a board of directors, the depositor thereof.”

Mr. Dominic Minore

June 4, 2010

Page 6

Any underwriter who, in connection with a primary distribution of securities: (A) is
in privity of contract with the issuer or an affiliated person of the issuer; (B)
acting alone or in concert with one or more other persons; initiates or directs the
formation of an underwriting syndicate; or (C) is allowed a rate of gross
commission, spread, or other profit greater than the rate allowed another
underwriter participating in the distribution. [Emphasis added.]

As a result, an “affiliated person” of a “principal underwriter” would be precluded
from engaging in the purchase transactions set forth in Section 57(d)(2) of the 1940
Act with a BDC absent Independent Director Approval. Thus, if Wells Fargo
Securities, LLC were deemed to be the principal underwriter of or for the Company at
the time of the Company’s entry into the borrowing arrangement and related
transactions with Wachovia Bank, N.A. and Wells Fargo Bank, National Association
(i.e., “affiliated persons” of Wells Fargo Securities, LLC), the Company would not
have been able to pledge the equity interests in its wholly-owned subsidiary, Fifth
Street Funding, LLC (“Fifth Street Funding”), to Wachovia Bank, N.A. and Wells Fargo
Bank, National Association in connection therewith (assuming arguendo that a pledge
is tantamount to the sale of the equity interests of Fifth Street Funding by the
Company and a purchase thereof by Wachovia Bank, N.A. and Wells Fargo Bank, National
Association) unless the Company had obtained Independent Director Approval.

Wells Fargo Securities, LLC completed the distribution of the Company’s shares of
common stock in connection with a shelf offering on October 22, 2009 and the Company
had not entered into a new underwriting agreement with Wells Fargo Securities, LLC
in connection with another shelf offering until January 22, 2010. Accordingly, Wells
Fargo Securities, LLC was not a “principal underwriter” of the Company at the time
of the Company’s entry into the pledge with Wachovia Bank, N.A. and Wells Fargo
Bank, National Association on November 16, 2009.2

This result is dictated by the literal language of the “principal underwriter”
definition contained in Section 2(a)(29) of the 1940 Act. As set forth above, the
description of a person or entity meeting the definition of that term is worded in
the present tense, “any underwriter who . . . is in privity of contract with the
issuer or . . . initiates or directs . . . or . . . is allowed . . . .” (Emphasis
added.)

The plain meaning of the foregoing language leads to the conclusion that a person is
a principal underwriter only while the covered activities are being engaged in,

    2

    Please note that the Company entered into an
underwriting agreement with Wells Fargo Securities, LLC and certain other
underwriters on September 22, 2009 and the contractual relationship established
between the Company on the one hand and Wells Fargo Securities, LLC and the
other underwriters on the other hand terminated upon the expiration of the
30-day over-allotment option granted by the Company to Wells Fargo Securities,
LLC and the other underwriters thereunder.

Mr. Dominic Minore

June 4, 2010

Page 7

but
not once those activities are completed. Indeed, a contrary conclusion would seem
to produce the incongruous result that a person or entity who at one time acts as a
principal underwriter for a BDC but subsequently has no dealings of any kind with
the BDC would be precluded from entering into transactions with the BDC even if
those transactions were to take place, for example, twenty years after the
underwriting took place. As a result, we do not believe that Sections 57(d)(2) and
57(e) of the 1940 Act apply to the pledge that the Company entered into with
Wachovia Bank, N.A. and Wells Fargo Bank, National Association because Wells Fargo
Securities, LLC was not a “principal underwriter” of or for the Company at the time
thereof.

Although not necessary for the resolution of the issue in light of the foregoing
discussion, the Company represents that the pledge that it entered into with
Wachovia Bank, N.A. and Wells Fargo Bank, National Association is a standard and
customary feature of borrowing arrangements, did not involve any overreaching of the
Company by either of them and was made on terms that were commercially reasonable to the Company. We are
aware of at least 13 BDCs other than the Company that have entered or intend to
enter into pledge agreements in connection with their borrowing arrangements.
Moreover, in light of current economic conditions, many banks and other lenders may
not be willing to extend credi

CORRESP
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FIFTH STREET FINANCE CORP.

10 Bank Street, Suite 1210

White Plains, NY 10606

(914) 286-6800

June 4, 2010

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

    Attn:

    Richard Pfordte, Esq.
Dominic Minore, Esq.

    Re:

    Fifth Street Finance Corp.
Registration Statement on Form N-2 (File No. 333-166012)

Dear Messrs. Pfordte and Minore:

     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”),
including all amendments thereto, at 2:00 pm on June 4, 2010, 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

       Signature Page to Acceleration Request

CORRESP
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[Letterhead of Sutherland Asbill & Brennan LLP]

June 4, 2010

VIA E-MAIL & EDGAR

Dominic Minore, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Fifth Street Finance Corp.

    Registration Statement on Form N-2 filed on April 12, 2010

    File No. 333-166012

Dear Mr. Minore:

     On behalf of Fifth Street Finance Corp. (the “Company”), set forth below are the Company’s
responses to the verbal comments provided by the staff of the Division of Investment Management
(the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the Company on June 1, 2010.
The Staff’s comments are set forth below in italics and are followed by the Company’s responses.
References to the Company’s prospectus (the “Prospectus”) and form of preliminary prospectus
supplement (the “Prospectus Supplement”) are to the prospectus and form of preliminary prospectus
supplement included in pre-effective amendment No. 1 to the Company’s registration statement on
Form N-2 that has been filed with the SEC on the date hereof.

    1.

    Please include the fourth, fifth and sixth paragraphs from the cover page of
the Prospectus on the cover page of any prospectus supplement to such Prospectus.

The Company has complied with the comment. See the cover page of the Prospectus Supplement.

    2.

    In any prospectus supplement to the Prospectus please include the total and per share net proceeds after underwriting
discounts, commissions and expenses to the Company in a footnote to the table typically
included on the cover page of prospectus supplements provided in connection with shelf
take downs from a registration statement.

Mr. Dominic Minore

June 4, 2010

Page 2

The
Company has complied with the comment. See the cover page of
the Prospectus Supplement.

    3.

    We reference comment no. 4 in our comment letter dated May 18, 2010. Please
undertake to include the same language in any prospectus supplement
to the Prospectus.

The
Company has updated the disclosure accordingly. See
page S-ii of the Prospectus Supplement.

    4.

    Please explain “PIK” in plain English on page 1
of the Prospectus and undertake to explain PIK in plain English in the summary
section of any prospectus supplement to such Prospectus.

The
Company has updated the disclosure accordingly. See
page 1 of the Prospectus and page S-1 of the Prospectus
Supplement.

    5.

    Please explain the 200% asset coverage requirement on page
2 of the Prospectus
in plain English and add the amount of borrowings permitted under such requirement
based on total assets as of the end of the last completed quarterly period and
undertake to do the same in the summary section of any prospectus supplement to such
Prospectus.

The Company has updated the disclosure accordingly. See page 2 of the
Prospectus and page S-2 of the Prospectus Supplement.

    6.

    We refer to the disclosure regarding the ING facility and the Wells Fargo
facility. Please disclose the aggregate percentage of assets currently pledged under
the Wells Fargo facility and the ING facility.

The Company has updated the disclosure accordingly. See page 5 of the
Prospectus.

    7.

    Please revise the footnote regarding “interest payments on borrowed funds” in
the fees and expenses table in the Prospectus to
reflect the projected interest payments on borrowed funds for the Company’s fiscal year
end.

Mr. Dominic Minore

June 4, 2010

Page 3

The Company has revised the disclosure accordingly. See page 11 of the
Prospectus.

    8.

    Please add the word “our” after the word “because” in footnote 8 to the fees
and expenses table in the Prospectus.

The Company has updated the disclosure accordingly. See page 11 of the
Prospectus.

Legality Opinion

    9.

    Please add that the Company has examined “such records, documents or other
instruments as we in our judgment deem necessary or appropriate for us to render the
opinions set forth in this opinion letter” to the second paragraph of the opinion.

The Company has revised the legality opinion accordingly. See page 1 of the
legality opinion.

    10.

    Please add that the opinion is also limited to reported judicial decisions
interpreting the effect of the General Corporation Law of the State of Delaware as of
the date of the opinion.

The Company has revised the legality opinion accordingly. See page 2 of the
legality opinion.

* * *

     If you have any questions or additional comments concerning the foregoing, please contact the
undersigned at (202) 383-0176, or Harry S. Pangas at (202) 383-0805.

     Sincerely,

    /s/ Steven B. Boehm

    Steven B. Boehm

Enclosure

    cc:

    Mr. Leonard M. Tannenbaum/ Chief Executive Officer

    Harry S. Pangas, Esq.

    Anne W. Gray, Esq.

CORRESP
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[Letterhead of Sutherland Asbill & Brennan LLP]

June 4, 2010

VIA E-MAIL & EDGAR

Dominic Minore, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Fifth Street Finance Corp.

    Registration Statement on Form N-2 filed on April 12, 2010

    File No. 333-166012

Dear Mr. Minore:

     On behalf of Fifth Street Finance Corp. (the “Company”), set forth below are the Company’s
responses to the verbal comments provided by the staff of the Division of Investment Management
(the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the Company on June 3, 2010.
The Staff’s comments are set forth below in italics and are followed by the Company’s responses.
References to the Company’s prospectus (the “Prospectus”) and form of preliminary prospectus
supplement (the “Prospectus Supplement”) are to the prospectus and form of preliminary prospectus
supplement included in pre-effective amendment No. 1 to the Company’s registration statement on
Form N-2 that has been filed with the SEC on the date hereof.

Prospectus and Form of Prospectus Supplement

    1.

    We reference the disclosure stating that “We are managed by Fifth Street
Management LLC, whose six principals collectively have over 50 years, and individually
have between four years and 14 years, of experience lending to and investing in small
and mid-sized companies.” Please indicate the number of years of experience that the
principals have managing a business development company.

    The Company has updated the disclosure accordingly. See the cover page and
pages 1, 2, 4, 55, 56 and 57 of the Prospectus and the cover page and page S-1 of
the Prospectus Supplement.

Mr. Dominic Minore

June 4, 2010

Page 2

    2.

    We reference comment no. 4 of our verbal comments from June 1, 2010. Please
add to the plain English explanation of “PIK” a cross-reference to the risk factor
discussing PIK in both the Prospectus and Prospectus Supplement.

    The Company has updated the disclosure accordingly. See page 1 of the
Prospectus and page S-1 of the Prospectus Supplement.

    3.

    We reference comment no. 5 of our verbal comments from June 1, 2010. Please
add disclosure stating that as a result of the exemptive relief, the Company could have
more debt outstanding than assets to cover such debt.

    The Company has updated the disclosure accordingly. See page 2 of the
Prospectus and page S-2 of the Prospectus Supplement.

Prospectus

    4.

    Please delete the words “we believe” from the second sentence of the first
paragraph under the heading “Risk Factors” on page 14 of the Prospectus.

    The Company has updated the disclosure accordingly. See page 14 of the
Prospectus.

* * *

     If you have any questions or additional comments concerning the foregoing, please contact the
undersigned at (202) 383-0176, or Harry S. Pangas at (202) 383-0805.

    Sincerely,

    /s/ Steven B. Boehm

    Steven B. Boehm

Enclosure

    cc:

    Mr. Leonard M. Tannenbaum/ Chief Executive Officer

    Harry S. Pangas, Esq.

    Anne W. Gray, Esq.

CORRESP
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[Letterhead of Sutherland Asbill & Brennan LLP]

June  , 2010

VIA E-MAIL & EDGAR

Dominic Minore, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Fifth Street Finance Corp.

    Registration Statement on Form N-2 filed on April 12, 2010

    File No. 333-166012

Dear Mr. Minore:

     On behalf of Fifth Street Finance Corp. (the “Company”), set forth below are the Company’s
responses to the comments provided by the staff of the Division of Investment Management (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) to the Company in a letter dated May
18, 2010. The Staff’s comments are set forth below in italics and are followed by the Company’s
responses. References to the Company’s registration statement on Form N-2 (the “Registration
Statement”) contained herein are to the pre-effective amendment No. 1 to the Company’s registration
statement on Form N-2 that has been filed with the SEC on the date hereof.

Prospectus

Registration Statement

    1.

    If the Company proposes an offering from this registration statement shortly
after its effectiveness, it should file, as part of its next pre-effective amendment,
the form of prospectus supplement that the Company intends to use with that offering.

    The Company advises the Staff that it will file a form of prospectus supplement as
part of the Registration Statement in a pre-effective amendment if the Company
proposes an offering from this Registration Statement shortly after its
effectiveness. At this time, given the volatility of the stock market and the price
of the Company’s shares of common stock, the Company cannot predict when it will
propose to conduct an offering from the Registration Statement. As a result,

Mr. Dominic Minore

June  , 2010

Page 2

the
Company has not included a form of prospectus supplement as part of the Registration
Statement.

Prospectus

    2.

    The financial information contained in the prospectus should be updated to the
fiscal quarter ended March 31, 2010.

    The Company has updated the disclosure accordingly.

Prospectus Cover Page

    3.

    In the sixth paragraph, provide the net asset value per share and the last
reported sale price per share of the common stock of the Company as of a recent date.

    The Company advises the Staff that it has provided the net asset value per share of
the Company as of March 31, 2010 and the last reported sale price per share of the
common stock of the Company as of a recent date. As you are aware, business
development companies (“BDCs”) have universally adopted the practice of determining
the net asset value of their shares of common stock as of the end of each of their
fiscal quarters. This practice reflects the reality of the significant time and
expense expended by BDCs in determining the fair value of their investment
portfolios, which are primarily composed of securities issued by private companies.
As a result, the Company has not determined its net asset value per share since
March 31, 2010. In light of the foregoing, the Company is unable to state the net
asset value per share of the Company’s common stock as of a date more recent than
March 31, 2010.

About this Prospectus

    4.

    Expand the last sentence of the second paragraph to clarify that the prospectus
and any prospectus supplements will, however, be updated during the offering period to
reflect any material changes to the information contained therein.

    The Company has revised the disclosure accordingly. See page ii of the
Registration Statement.

Prospectus Summary — Fifth Street Finance Corp.

    5.

    Disclose what the Company’s asset coverage ratio would be if the maximum amount
of SBA guaranteed debt excluded pursuant to any exemptive relief is added back to the
calculation of the asset coverage ratio. Also disclose the maximum amount of additional
leverage that the Company could incur if the exemptive relief is granted.

Mr. Dominic Minore

June  , 2010

Page 3

    The Company advises the Staff that it has not yet received any exemptive relief in
connection with its SBA guaranteed debt. The Company has revised the disclosure
accordingly. See page 2 of the Registration Statement.

Fees and Expenses

    6.

    It appears the phrase “and a corresponding prospectus supplement” should be
deleted from the third sentence.

    The Company has revised the disclosure accordingly. See page 10 of the
Registration Statement.

    7.

    We note the absence of the Acquired Company Fees & Expenses line item from the
Company’s fee table. Please confirm to us in your response letter whether the Company
will make investments that trigger the need for applicable Acquired Company Fees &
Expenses disclosure or whether such expenses amount to less than one basis point and
are, therefore, included in “Other expenses.”

    The Company advises the Staff that such expenses total less than one basis point of
the Company’s average net assets and, as a result, such amounts are included in
“Other Expenses.”

    8.

    In your response letter, confirm that the Company’s investment adviser has no
ability to recoup any of the base management fee that it either has or will have
“permanently waived.”

    The Company confirms to the Staff that its investment adviser has no ability to
recoup any of the base management fee that it has “permanently waived.”

    9.

    Expand the footnote to the “Interest payments on borrowed funds” line item to
highlight the estimates and assumptions underlying the 0.39% figure. In your response
letter, confirm that “Interest payments on borrowed funds” is presented on a
consolidated basis.

    The Company has revised the disclosure accordingly. See page 11 of the
Registration Statement. The Company confirms to the Staff that “Interest payments on
borrowed funds” is presented on a consolidated basis.

    10.

    In a footnote to the fee table, disclose that the Company does not expect to
issue preferred shares during the next twelve months.

    The Company advises the Staff that, in connection with its 2010 Annual Meeting of
Stockholders, the Company’s stockholders approved a proposal to remove Fifth Street
Finance Corp.’s authority to issue shares of preferred stock. As a result, the
Company has no authority under its amended and restated certificate of

Mr. Dominic Minore

June  , 2010

Page 4

    incorporation
to issue any preferred shares. See “Description of our Securities” on page
90 of the Registration Statement.

    11.

    The first three sentence of footnote (8) should be deleted because they appear
not to enhance an investor’s understanding of the “Total annual expenses” presentation.

    The Company has revised the disclosure accordingly. See page 11 of the
Registration Statement.

Risk Factors

    12.

    Expand the first paragraph to clarify that the risks set forth in this section
nonetheless discuss the presently known principal risks of investing in the Company. In
this regard, add any additional disclosure needed to complete the discussion of risks
required by Item 8.3 of Form N-2.

    The Company has revised the disclosure accordingly. See page 14 of the
Registration Statement.

Our wholly-owned SBIC subsidiary, Fifth Street Mezzanine Partners IV L.P. is licensed by the SBA
and is subject to SBA regulations

    13.

    Highlight what experience, if any, Fifth Street Mezzanine Partners IV, L.P. has
managing an SBA licensed entity.

    The Company has revised the disclosure accordingly. See page 21 of the
Registration Statement.

Substantially all of our assets could potentially be subject to security interests

    14.

    Delete the mitigating phrase “as is common in the business development company
industry” from the risk factor disclosure.

    The Company has revised the disclosure accordingly. See page 18 of the
Registration Statement.

    15.

    Expand the discussion to indicate the percentage of the Company’s assets that
are currently subject to liens or pledges. Also discuss the potential material impact,
if any, that such liens or pledges may have on the Company’s operations, policies,
strategies and financial flexibility.

    The Company has revised the disclosure accordingly. See page 18 of the
Registration Statement.

Mr. Dominic Minore

June  , 2010

Page 5

Price Range of Common Stock and Distributions

    16.

    Complete the tabular presentation of the “Year ended September 30, 2010 Second
Quarter” information.

    The Company has revised the disclosure accordingly. See page 32 of the
Registration Statement.

Borrowings

    17.

    We note that Wells Fargo Securities has acted as lead underwriter for each of
the Company’s five offerings from its shelf registration statement since it was
declared effective in July 2009. We also note the disclosure on page 48 pertaining to
the current borrowing arrangement and related agreements with Wachovia, Wells Fargo
Securities, LLC and Wells Fargo Bank, National Association. In your response letter,
provide us with your analysis as to the applicability of Investment Company Act
sections 57(d)(2) & (e) and, if those provisions are applicable, whether the
transaction nevertheless meets the requirements of Investment Company Act section
57(f).

    Section 57(d) of the Investment Company Act of 1940 (the “1940 Act”) generally
prohibits certain persons related to a BDC in the manner enumerated in Section 57(e)
(“Related Persons”) from participating in certain types of transactions with the
BDC, absent approval in the manner set forth in Section 57(f) of the 1940 Act by a
majority of the BDC’s directors who have no financial interest in the transaction,
plan or arrangement and a majority of the BDC’s directors who are not “interested
persons” (as defined in Section 2(a)(19) of the 1940 Act) of the BDC (such approval
being referred to herein as the “Independent Director Approval”). Section 57(d)(2)
of the 1940 Act prohibits certain purchase transactions between a BDC and a Related
Person unless Independent Director Approval has been obtained.

    Among the Related Persons enumerated in Section 57(e) is an “affiliated
person”1 of a “principal underwriter” of or for a BDC. Section 2(a)(29)
of the 1940 Act defines a “principal underwriter” of or for a BDC as follows:

    1

    Section 2(a)(3) of the 1940 Act defines an
“affiliated person’’ of another person as “(A) any person directly or
indirectly owning, controlling, or holding with power to vote, 5 per centum or
more of the outstanding voting securities of such other person; (B) any person
5 per centum or more of whose outstanding voting securities are directly or
indirectly owned, controlled, or held with power to vote, by such other person;
(C) any person directly or indirectly controlling, controlled by, or under
common control with, such other person; (D) any officer, director, partner,
copartner, or employee of such other person; (E) if such other person is an
investment company, any investment adviser thereof or any member of an advisory
board thereof; and (F) if such other person is an unincorporated investment
company not having a board of directors, the depositor thereof.”

Mr. Dominic Minore

June  , 2010

Page 6

Any underwriter who, in connection with a primary distribution of securities: (A) is
in privity of contract with the issuer or an affiliated person of the issuer; (B)
acting alone or in concert with one or more other persons; initiates or directs the
formation of an underwriting syndicate; or (C) is allowed a rate of gross
commission, spread, or other profit greater than the rate allowed another
underwriter participating in the distribution. [Emphasis added.]

As a result, an “affiliated person” of a “principal underwriter” would be precluded
from engaging in the purchase transactions set forth in Section 57(d)(2) of the 1940
Act with a BDC absent Independent Director Approval. Thus, if Wells Fargo
Securities, LLC were deemed to be the principal underwriter of or for the Company at
the time of the Company’s entry into the borrowing arrangement and related
transactions with Wachovia Bank, N.A. and Wells Fargo Bank, National Association
(i.e., “affiliated persons” of Wells Fargo Securities, LLC), the Company would not
have been able to pledge the equity interests in its wholly-owned subsidiary, Fifth
Street Funding, LLC (“Fifth Street Funding”), to Wachovia Bank, N.A. and Wells Fargo
Bank, National Association in connection therewith (assuming arguendo that a pledge
is tantamount to the sale of the equity interests of Fifth Street Funding by the
Company and a purchase thereof by Wachovia Bank, N.A. and Wells Fargo Bank, National
Association) unless the Company had obtained Independent Director Approval.

Wells Fargo Securities, LLC completed the distribution of the Company’s shares of
common stock in connection with a shelf offering on October 22, 2009 and the Company
had not entered into a new underwriting agreement with Wells Fargo Securities, LLC
in connection with another shelf offering until January 22, 2010. Accordingly, Wells
Fargo Securities, LLC was not a “principal underwriter” of the Company at the time
of the Company’s entry into the pledge with Wachovia Bank, N.A. and Wells Fargo
Bank, National Association on November 16, 2009.2

This result is dictated by the literal language of the “principal underwriter”
definition contained in Section 2(a)(29) of the 1940 Act. As set forth above, the
description of a person or entity meeting the definition of that term is worded in
the present tense, “any underwriter who . . . is in privity of contract with the
issuer or . . . initiates or directs . . . or . . . is allowed . . . .” (Emphasis
added.)

The plain meaning of the foregoing language leads to the conclusion that a person is
a principal underwriter only while the covered activities are being engaged in,

    2

    Please note that the Company entered into an
underwriting agreement with Wells Fargo Securities, LLC and certain other
underwriters on September 22, 2009 and the contractual relationship established
between the Company on the one hand and Wells Fargo Securities, LLC and the
other underwriters on the other hand terminated upon the expiration of the
30-day over-allotment option granted by the Company to Wells Fargo Securities,
LLC and the other underwriters thereunder.

Mr. Dominic Minore

June  , 2010

Page 7

but
not once those activities are completed. Indeed, a contrary conclusion would seem
to produce the incongruous result that a person or entity who at one time acts as a
principal underwriter for a BDC but subsequently has no dealings of any kind with
the BDC would be precluded from entering into transactions with the BDC even if
those transactions were to take place, for example, twenty years after the
underwriting took place. As a result, we do not believe that Sections 57(d)(2) and
57(e) of the 1940 Act apply to the pledge that the Company entered into with
Wachovia Bank, N.A. and Wells Fargo Bank, National Association because Wells Fargo
Securities, LLC was not a “principal underwriter” of or for the Company at the time
thereof.

Although not necessary for the resolution of the issue in light of the foregoing
discussion, the Company represents that the pledge that it entered into with
Wachovia Bank, N.A. and Wells Fargo Bank, National Association is a standard and
customary feature of borrowing arrangements, did not involve any overreaching of the
Company by either of them and was made on terms that were commercially reasonable to the Company. We are
aware of at least 13 BDCs other than the Company that have entered or intend to
enter into pledge agreements in connection with their borrowing arrangements.
Moreover, in light of current economic conditions, many banks and other lenders may
not be willing to extend credit to BDC

CORRESP
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[Letterhead of Sutherland Asbill & Brennan LLP]

June 3, 2010

VIA E-MAIL & EDGAR

Dominic Minore, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

     Re:

    Fifth Street Finance Corp.

Registration Statement on Form N-2 filed on April 12, 2010

File No. 333-166012

Dear Mr. Minore:

     Per your request, attached please find a form of preliminary prospectus supplement to the
prospectus included in Fifth Street Finance Corp.’s registration statement on Form N-2.

     If you have any questions or additional comments concerning the foregoing, please contact the
undersigned at (202) 383-0176, or Harry S. Pangas at (202) 383-0805.

    Sincerely,

    /s/ Steven B. Boehm

    Steven B. Boehm

    cc:

    Mr. Leonard M. Tannenbaum/ Chief Executive Officer

Harry S. Pangas, Esq.

Anne W. Gray, Esq.

CORRESP
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[Letterhead of Sutherland Asbill & Brennan LLP]

May       , 2010

VIA E-MAIL & EDGAR

Dominic Minore, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

         Re:

    Fifth Street Finance Corp.

Registration Statement on Form N-2 filed on April 12, 2010

File No. 333-166012

Dear Mr. Minore:

     On behalf of Fifth Street Finance Corp. (the “Company”), set forth below are updated draft responses
to two of the comments provided by the staff of the Division of Investment Management (the “Staff”)
of the Securities and Exchange Commission to the Company in a letter dated May 18, 2010, to which
the Company provided draft responses to the Staff on May 25, 2010. The Staff’s comments are set
forth below in italics and are followed by the Company’s updated responses.

Registration Statement

    1.

    If the Company proposes an offering from this registration statement shortly
after its effectiveness, it should file, as part of its next pre-effective amendment,
the form of prospectus supplement that the Company intends to use with that offering.

    The Company advises the Staff that it will file a form of prospectus supplement as
part of the Registration Statement in a pre-effective amendment if the Company
proposes an offering from this Registration Statement shortly after its
effectiveness. A draft of the proposed form of prospectus supplement is attached hereto.

Borrowings

    2.

    We note that Wells Fargo Securities has acted as lead underwriter for each of
the Company’s five offerings from its shelf registration statement since it was

Mr. Dominic Minore

May       , 2010

Page 2

    declared effective in July 2009. We also note the disclosure on page 48 pertaining
to the current borrowing arrangement and related agreements with Wachovia, Wells
Fargo Securities, LLC and Wells Fargo Bank, National Association. In your response
letter, provide us with your analysis as to the applicability of Investment Company
Act sections 57(d)(2) & (e) and, if those provisions are applicable, whether the
transaction nevertheless meets the requirements of Investment Company Act section
57(f).

    Section 57(d) of the Investment Company Act of 1940 (the “1940 Act”) generally
prohibits certain persons related to a BDC in the manner enumerated in Section 57(e)
(“Related Persons”) from participating in certain types of transactions with the
BDC, absent approval in the manner set forth in Section 57(f) of the 1940 Act by a
majority of the BDC’s directors who have no financial interest in the transaction,
plan or arrangement and a majority of the BDC’s directors who are not “interested
persons” (as defined in Section 2(a)(19) of the 1940 Act) of the BDC (such approval
being referred to herein as the “Independent Director Approval”). Section 57(d)(2)
of the 1940 Act prohibits certain purchase transactions between a BDC and a Related
Person unless Independent Director Approval has been obtained.

    Among the Related Persons enumerated in Section 57(e) is an “affiliated
person”1 of a “principal underwriter” of or for a BDC. Section 2(a)(29)
of the 1940 Act defines a “principal underwriter” of or for a BDC as follows:

    Any underwriter who, in connection with a primary distribution of securities: (A) is
in privity of contract with the issuer or an affiliated person of the issuer; (B)
acting alone or in concert with one or more other persons; initiates or directs the
formation of an underwriting syndicate; or (C) is allowed a rate of gross
commission, spread, or other profit greater than the rate allowed another
underwriter participating in the distribution. [Emphasis added.]

    As a result, an “affiliated person” of a “principal underwriter” would be precluded
from engaging in the purchase transactions set forth in Section 57(d)(2) of the 1940
Act with a BDC absent Independent Director Approval. Thus, if Wells Fargo
Securities, LLC were deemed to be the principal underwriter of or for the Company at
the time of the Company’s entry into the borrowing arrangement and

    1

    Section 2(a)(3) of the 1940 Act defines an
“affiliated person’’ of another person as “(A) any person directly or
indirectly owning, controlling, or holding with power to vote, 5 per centum or
more of the outstanding voting securities of such other person; (B) any person
5 per centum or more of whose outstanding voting securities are directly or
indirectly owned, controlled, or held with power to vote, by such other person;
(C) any person directly or indirectly controlling, controlled by, or under
common control with, such other person; (D) any officer, director, partner,
copartner, or employee of such other person; (E) if such other person is an
investment company, any investment adviser thereof or any member of an advisory
board thereof; and (F) if such other person is an unincorporated investment
company not having a board of directors, the depositor thereof.”

Mr. Dominic Minore

May       , 2010

Page 3

    related transactions with Wachovia Bank, N.A. and Wells Fargo Bank, National
Association (i.e., “affiliated persons” of Wells Fargo Securities, LLC), the Company
would not have been able to pledge the equity interests in its wholly-owned
subsidiary, Fifth Street Funding, LLC (“Fifth Street Funding”), to Wachovia Bank,
N.A. and Wells Fargo Bank, National Association in connection therewith (assuming
arguendo that a pledge is tantamount to the sale of the equity interests of Fifth
Street Funding by the Company and a purchase thereof by Wachovia Bank, N.A. and
Wells Fargo Bank, National Association) unless the Company had obtained Independent
Director Approval.

    Wells Fargo Securities, LLC completed the distribution of the Company’s shares of
common stock in connection with a shelf offering on October 22, 2009 and the Company had not
entered into a new underwriting agreement with Wells Fargo Securities, LLC in
connection with another shelf offering until January 22, 2010. Accordingly, Wells
Fargo Securities, LLC was not a “principal underwriter” of the Company at the time
of the Company’s entry into the pledge with Wachovia Bank, N.A. and Wells Fargo
Bank, National Association on November 16, 2009.2

    This result is dictated by the literal language of the “principal underwriter”
definition contained in Section 2(a)(29) of the 1940 Act. As set forth above, the
description of a person or entity meeting the definition of that term is worded in
the present tense, “any underwriter who . . . is in privity of contract with the
issuer or . . . initiates or directs . . . or . . . is allowed . . . .” (Emphasis
added.)

    The plain meaning of the foregoing language leads to the conclusion that a person is
a principal underwriter only while the covered activities are being engaged in, but
not once those activities are completed. Indeed, a contrary conclusion would seem
to produce the incongruous result that a person or entity who at one time acts as a
principal underwriter for a BDC but subsequently has no dealings of any kind with
the BDC would be precluded from entering into transactions with the BDC even if
those transactions were to take place, for example, twenty years after the
underwriting took place. As a result, we do not believe that Sections 57(d)(2) and
57(e) of the 1940 Act apply to the pledge that the Company entered into with
Wachovia Bank, N.A. and Wells Fargo Bank, National Association because Wells Fargo
Securities, LLC was not a “principal underwriter” of or for the Company at the time
thereof.

    2

    Please note that the Company entered into an
underwriting agreement with Wells Fargo Securities, LLC and certain other
underwriters on September 22, 2009 and the contractual relationship established
between the Company on the one hand and Wells Fargo Securities, LLC and the
other underwriters on the other hand terminated upon the expiration of the
30-day over-allotment option granted by the Company to Wells Fargo Securities,
LLC and the other underwriters thereunder.

Mr. Dominic Minore

May       , 2010

Page 4

    Although not necessary for the resolution of the issue in light of the foregoing
discussion, the Company represents that the pledge that it entered into with
Wachovia Bank, N.A. and Wells Fargo Bank, National Association is a standard and
customary feature of borrowing arrangements and did not involve any overreaching of
the Company by either of them. We are aware of at least 13 BDCs other than the
Company that have entered or intend to enter into pledge agreements in connection
with their borrowing arrangements. Moreover, in light of current economic
conditions, many banks and other lenders may not be willing to extend credit to BDCs
or other entities on an unsecured basis. Thus, because the pledge that the Company
entered into with Wachovia Bank, N.A. and Wells Fargo Bank, National Association is
a standard and customary feature of borrowing arrangements and did not involve any
overreaching of the Company by either of them, we believe the policy behind the
limitations set forth in Section 57 of the 1940 Act (i.e., the prevention of the
overreaching of BDCs by their affiliates) is not implicated by the pledge that the
Company entered into with Wachovia Bank, N.A. and Wells Fargo Bank, National
Association.

*      *      *

     If you have any questions or additional comments concerning the foregoing, please contact the
undersigned at (202) 383-0176, or Harry S. Pangas at (202) 383-0805.

Sincerely,

______________________________

Steven B. Boehm

Enclosure

    cc:

    Mr. Leonard M. Tannenbaum/ Chief Executive Officer

Harry S. Pangas, Esq.

Anne W. Gray, Esq.

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From: Pangas, Harry S.

Sent: Wednesday, May 12, 2010 6:11 PM

To: ‘minored@sec.gov’

Subject: Fifth Street Finance Corp. — New Director Qualification and Other Disclosure Requirements

Hey Dominic,

As a follow up to our conversation, below please find FAQs issued by the SEC’s Division of
Corporation Finance and Division of Investment Management that support our position that Fifth
Street Finance Corp. does not need to comply with the new director qualification and other
disclosure requirements until after its 2010 fiscal year. Importantly, please note that Fifth
Street Finance Corp.’s fiscal year end is September 30 and, as a result, its 2009 fiscal year ended
on September 30, 2009.

Division of Corporation Finance — Proxy Disclosure Enhancements Transition

Last Update: January 20, 2010

http://www.sec.gov/divisions/corpfin/guidance/pdetinterp.htm

Question 3

Question: How does the February 28, 2010 effective date for the Regulation S-K amendments affect
Securities Act and Exchange Act registration statements filed by a reporting issuer with a 2009
fiscal year that ends before December 20, 2009?

Answer: A reporting issuer with a 2009 fiscal year that ends before December 20, 2009 will not be
required to comply with the Regulation S-K amendments until the filing of its Form 10-K for fiscal
year 2010. As a result, any Securities Act or Exchange Act registration statements for such
registrant filed before the 2010 Form 10-K is required to be filed would not be subject to the
Regulation S-K amendments. [Dec. 22, 2009]

Division of Investment Management — Frequently Asked Questions About Proxy
Disclosure Enhancements Transition for Registered Investment Companies

http://www.sec.gov/divisions/investment/guidance/icproxydisclosuretransition.htm

Question 1

Question: The Proxy Disclosure Enhancements Release amends Schedule 14A and
Forms N-1A, N-2, and N-3 for funds, effective February 28, 2010. How does the
effective date apply to an existing fund’s proxy statements and Investment
Company Act and Securities Act registration statements and post-effective
amendments to registration statements?

Answer: If an existing fund’s fiscal year ends on or after December 20, 2009,
any Securities Act or Investment Company Act registration statement or
post-effective amendment to an existing registration statement must comply with
the form amendments if filed on or after February 28, 2010.

If an existing fund’s fiscal year ends on or after December 20, 2009, any proxy
statement must be in compliance with the new proxy disclosure requirements if
filed on or after February 28, 2010. If the fund is required to file a
preliminary proxy statement and expects to file its definitive proxy statement
on or after February 28, 2010, then the preliminary proxy statement must be in
compliance with the new proxy disclosure requirements, even if filed before
February 28, 2010.

If a fund’s fiscal year ends before December 20, 2009, the fund’s registration
statements and post-effective amendments and its proxy statements will not be
required to be in compliance with the new disclosure requirements unless they
are filed after the end of the fund’s 2010 fiscal year, even if filed on or
after February 28, 2010.

Thanks,

Harry

Harry Pangas | Partner

Sutherland Asbill & Brennan LLP

1275 Pennsylvania Avenue NW | Washington, DC 20004-2415

202.383.0805 direct | 202.637.3593 facsimile

harry.pangas@sutherland.com | www.sutherland.com

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From: Pangas, Harry S.

Sent: Wednesday, May 12, 2010 7:36 PM

To: ‘minored@sec.gov’

Subject: Fifth Street Finance Corp. — Section 57 of the 1940 Act

Dominic,

Although I still need to touch base with Steve to confirm his concurrence with my position, I
wanted to follow up regarding your Section 57 question as it pertains to Wells Fargo and Fifth
Street’s credit facility. In particular, you noted that Wells Fargo has acted as Fifth Street’s
underwriter in connection with recent shelf offerings and queried as to whether such fact (i.e., at
points in time Wells Fargo may have been deemed to be a “principal underwriter” of Fifth Street),
when coupled with Wells Fargo (or its affiliates) lending arrangement with Fifth Street, created a
Section 57 issue. However, Section 57 of the 1940 Act does not prohibit an affiliate from lending
money to a BDC, but instead prohibits the affiliate from borrowing money from the
BDC. See Section 57(a)(3) of the 1940 Act. As a result, I do not believe that Section 57
is implicated by these facts.

In addition, there is also the factual question of whether Wells Fargo was acting a principal
underwriter to Fifth Street at the time of the entry into the above-referenced credit facility.
However, I do not think that we need to track down such facts given the conclusion set forth above.

I would appreciate your thoughts.

Regards,

Harry

Harry Pangas | Partner

Sutherland Asbill & Brennan LLP

1275 Pennsylvania Avenue NW | Washington, DC 20004-2415

202.383.0805 direct | 202.637.3593 facsimile

harry.pangas@sutherland.com | www.sutherland.com

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[Letterhead of Sutherland Asbill & Brennan LLP]

May  , 2010

VIA E-MAIL & EDGAR

Dominic Minore, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

         Re:

    Fifth Street Finance Corp.

Registration Statement on Form N-2 filed on April 12, 2010

File No. 333-166012

Dear Mr. Minore:

     On behalf of Fifth Street Finance Corp. (the “Company”), set forth below are the Company’s
responses to the comments provided by the staff of the Division of Investment Management (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) to the Company in a letter dated May
18, 2010. The Staff’s comments are set forth below in italics and are followed by the Company’s
responses. References to the Company’s registration statement on Form N-2 (the “Registration
Statement”) contained herein are to the pre-effective amendment No. 1 to the Company’s registration
statement on Form N-2 that has been filed with the SEC on the date hereof.

Prospectus

Registration Statement

    1.

    If the Company proposes an offering from this registration statement shortly
after its effectiveness, it should file, as part of its next pre-effective amendment,
the form of prospectus supplement that the Company intends to use with that offering.

    The Company advises the Staff that it will file a form of prospectus supplement as
part of the Registration Statement in a pre-effective amendment if the Company
proposes an offering from this Registration Statement shortly after its
effectiveness. At this time, given the volatility of the stock market and the price
of the Company’s shares of common stock, the Company cannot predict when it will
propose to conduct an offering from the Registration Statement. As a result,

Mr. Dominic Minore

May   , 2010

Page 2

    the Company has not included a form of prospectus supplement as part of the
Registration Statement.

Prospectus

    2.

    The financial information contained in the prospectus should be updated to the
fiscal quarter ended March 31, 2010.

    The Company has updated the disclosure accordingly.

Prospectus Cover Page

    3.

    In the sixth paragraph, provide the net asset value per share and the last
reported sale price per share of the common stock of the Company as of a recent date.

    The Company advises the Staff that it has provided the net asset value per share of
the Company as of March 31, 2010 and the last reported sale price per share of the
common stock of the Company as of a recent date. As you are aware, business
development companies (“BDCs”) have universally adopted the practice of determining
the net asset value of their shares of common stock as of the end of each of their
fiscal quarters. This practice reflects the reality of the significant time and
expense expended by BDCs in determining the fair value of their investment
portfolios, which are primarily composed of securities issued by private companies.
As a result, the Company has not determined its net asset value per share since
March 31, 2010. In light of the foregoing, the Company is unable to state the net
asset value per share of the Company’s common stock as of a date more recent than
March 31, 2010.

About this Prospectus

    4.

    Expand the last sentence of the second paragraph to clarify that the prospectus
and any prospectus supplements will, however, be updated during the offering period to
reflect any material changes to the information contained therein.

    The Company has revised the disclosure accordingly. See page ii of the
Registration Statement.

Prospectus Summary — Fifth Street Finance Corp.

    5.

    Disclose what the Company’s asset coverage ratio would be if the maximum amount
of SBA guaranteed debt excluded pursuant to any exemptive relief is added back to the
calculation of the asset coverage ratio. Also disclose the maximum amount of additional
leverage that the Company could incur if the exemptive relief is granted.

Mr. Dominic Minore

May   , 2010

Page 3

    The Company advises the Staff that it has not yet received any exemptive relief in
connection with its SBA guaranteed debt. The Company has revised the disclosure
accordingly. See page 2 of the Registration Statement.

Fees and Expenses

    6.

    It appears the phrase “and a corresponding prospectus supplement” should be
deleted from the third sentence.

    The Company has revised the disclosure accordingly. See page 9 of the
Registration Statement.

    7.

    We note the absence of the Acquired Company Fees & Expenses line item from the
Company’s fee table. Please confirm to us in your response letter whether the Company
will make investments that trigger the need for applicable Acquired Company Fees &
Expenses disclosure or whether such expenses amount to less than one basis point and
are, therefore, included in “Other expenses.”

    The Company advises the Staff that such expenses total less than one basis point of
the Company’s average net assets and, as a result, such amounts are included in
“Other Expenses.”

    8.

    In your response letter, confirm that the Company’s investment adviser has no
ability to recoup any of the base management fee that it either has or will have
“permanently waived.”

    The Company confirms to the Staff that its investment adviser has no ability to
recoup any of the base management fee that it has “permanently waived.”

    9.

    Expand the footnote to the “Interest payments on borrowed funds” line item to
highlight the estimates and assumptions underlying the 0.39% figure. In your response
letter, confirm that “Interest payments on borrowed funds” is presented on a
consolidated basis.

    The Company has revised the disclosure accordingly. See page 10 of the
Registration Statement. The Company confirms to the Staff that “Interest payments on
borrowed funds” is presented on a consolidated basis.

    10.

    In a footnote to the fee table, disclose that the Company does not expect to
issue preferred shares during the next twelve months.

    The Company advises the Staff that, in connection with its 2010 Annual Meeting of
Stockholders, the Company’s stockholders approved a proposal to remove Fifth Street
Finance Corp.’s authority to issue shares of preferred stock. As a result, the
Company has no authority under its amended and restated certificate of

Mr. Dominic Minore

May   , 2010

Page 4

    incorporation to issue any preferred shares. See “Description of our
Securities” on page 86 of the Registration Statement.

    11.

    The first three sentence of footnote (8) should be deleted because they appear
not to enhance an investor’s understanding of the “Total annual expenses” presentation.

    The Company has revised the disclosure accordingly. See page 10 of the
Registration Statement.

Risk Factors

    12.

    Expand the first paragraph to clarify that the risks set forth in this section
nonetheless discuss the presently known principal risks of investing in the Company. In
this regard, add any additional disclosure needed to complete the discussion of risks
required by Item 8.3 of Form N-2.

    The Company has revised the disclosure accordingly. See page 13 of the
Registration Statement.

Our wholly-owned SBIC subsidiary, Fifth Street Mezzanine Partners IV L.P. is licensed by the SBA
and is subject to SBA regulations

    13.

    Highlight what experience, if any, Fifth Street Mezzanine Partners IV, L.P. has
managing an SBA licensed entity.

    The Company has revised the disclosure accordingly. See page 20 of the
Registration Statement.

Substantially all of our assets could potentially be subject to security interests

    14.

    Delete the mitigating phrase “as is common in the business development company
industry” from the risk factor disclosure.

    The Company has revised the disclosure accordingly. See page 17 of the
Registration Statement.

    15.

    Expand the discussion to indicate the percentage of the Company’s assets that
are currently subject to liens or pledges. Also discuss the potential material impact,
if any, that such liens or pledges may have on the Company’s operations, policies,
strategies and financial flexibility.

    The Company has revised the disclosure accordingly. See page 17 of the
Registration Statement.

Mr. Dominic Minore

May   , 2010

Page 5

Price Range of Common Stock and Distributions

    16.

    Complete the tabular presentation of the “Year ended September 30, 2010 Second
Quarter” information.

    The Company has revised the disclosure accordingly. See page 31 of the
Registration Statement.

Borrowings

    17.

    We note that Wells Fargo Securities has acted as lead underwriter for each of
the Company’s five offerings from its shelf registration statement since it was
declared effective in July 2009. We also note the disclosure on page 48 pertaining to
the current borrowing arrangement and related agreements with Wachovia, Wells Fargo
Securities, LLC and Wells Fargo Bank, National Association. In your response letter,
provide us with your analysis as to the applicability of Investment Company Act
sections 57(d)(2) & (e) and, if those provisions are applicable, whether the
transaction nevertheless meets the requirements of Investment Company Act section
57(f).

    Section 57(d) of the Investment Company Act of 1940 (the “1940 Act”) generally
prohibits certain persons related to a BDC in the manner enumerated in Section 57(e)
(“Related Persons”) from participating in certain types of transactions with the
BDC, absent approval in the manner set forth in Section 57(f) of the 1940 Act by a
majority of the BDC’s directors who have no financial interest in the transaction,
plan or arrangement and a majority of the BDC’s directors who are not “interested
persons” (as defined in Section 2(a)(19) of the 1940 Act) of the BDC (such approval
being referred to herein as the “Independent Director Approval”). Section 57(d)(2)
of the 1940 Act prohibits certain purchase transactions between a BDC and a Related
Person unless Independent Director Approval has been obtained.

    Among the Related Persons enumerated in Section 57(e) is an “affiliated
person”1 of a “principal underwriter” of or for a BDC. Section 2(a)(29)
of the 1940 Act defines a “principal underwriter” of or for a BDC as follows:

    1

    Section 2(a)(3) of the 1940 Act defines an
“affiliated person’’ of another person as “(A) any person directly or
indirectly owning, controlling, or holding with power to vote, 5 per centum or
more of the outstanding voting securities of such other person; (B) any person
5 per centum or more of whose outstanding voting securities are directly or
indirectly owned, controlled, or held with power to vote, by such other person;
(C) any person directly or indirectly controlling, controlled by, or under
common control with, such other person; (D) any officer, director, partner,
copartner, or employee of such other person; (E) if such other person is an
investment company, any investment adviser thereof or any member of an advisory
board thereof; and (F) if such other person is an unincorporated investment
company not having a board of directors, the depositor thereof.”

Mr. Dominic Minore

May   , 2010

Page 6

    Any underwriter who, in connection with a primary distribution of securities: (A) is
in privity of contract with the issuer or an affiliated person of the issuer; (B)
acting alone or in concert with one or more other persons; initiates or directs the
formation of an underwriting syndicate; or (C) is allowed a rate of gross
commission, spread, or other profit greater than the rate allowed another
underwriter participating in the distribution. [Emphasis added.]

    As a result, an “affiliated person” of a “principal underwriter” would be precluded
from engaging in the purchase transactions set forth in Section 57(d)(2) of the 1940
Act with a BDC absent Independent Director Approval. Thus, if Wells Fargo
Securities, LLC were deemed to be the principal underwriter of or for the Company at
the time of the Company’s entry into the borrowing arrangement and related
transactions with Wachovia Bank, N.A. and Wells Fargo Bank, National Association
(i.e., “affiliated persons” of Wells Fargo Securities, LLC), the Company would not
have been able to pledge the equity interests in its wholly-owned subsidiary, Fifth
Street Funding, LLC (“Fifth Street Funding”), to Wachovia Bank, N.A. and Wells Fargo
Bank, National Association in connection therewith (assuming arguendo that a pledge
is tantamount to the sale of the equity interests of Fifth Street Funding by the
Company and a purchase thereof by Wachovia Bank, N.A. and Wells Fargo Bank, National
Association) unless the Company had obtained Independent Director Approval.

    However, because Wells Fargo Securities, LLC had completed the distribution of the
Company’s shares of common stock in connection with a shelf offering on October 22,
2009 and had not entered into a new underwriting agreement with Wells Fargo
Securities, LLC in connection with another shelf offering until January 22, 2010,
Wells Fargo Securities, LLC was not a “principal underwriter” of the Company at the
time of the Company’s entry into the borrowing arrangement and related transactions
with Wachovia Bank, N.A. and Wells Fargo Bank, National Association on November 16,
2009.2

    This result is dictated by the literal language of the “principal underwriter”
definition contained in Section 2(a)(29) of the 1940 Act. As set forth above, the
description of a person or entity meeting the definition of that term is worded in
the present tense, “any underwriter who . . . is in privity of contract with the
issuer or . . . initiates or directs . . . or . . . is allowed . . . .” (Emphasis
added.)

    2

    Please note that the Company entered into an
underwriting agreement with Wells Fargo Securities, LLC and certain other
underwriters on September 22, 2009 and the contractual relationship established
between the Company on the one hand and Wells Fargo Securities, LLC and the
other underwriters on the other hand terminated upon the expiration of the
30-day over-allotment option granted by the Company to Wells Fargo Securities,
LLC and the other underwriters thereunder.

Mr. Dominic Minore

May   , 2010

Page 7

    The plain meaning of the foregoing language leads to the conclusion that a person is
a principal underwriter only while the covered activities are being engaged in, but
not once those activities are completed. Indeed, a contrary conclusion would seem
to produce the incongruous result that a person or entity who at one time acts as a
principal underwriter for a BDC but subsequently has no dealings of any kind with
the BDC would be precluded from entering into transactions with the BDC even if
those transactions were to take place, for example, twenty years after the
underwriting took place. As a result, we do not believe that Sections 57(d)(2) and
57(e) of the 1940 Act apply to the borrowing arrangements and related agreements
with Wachovia Bank, N.A. and Wells Fargo Bank, National Association because Wells
Fargo Securities, LLC was not a “principal underwriter” of or for the Company at the
time thereof.

Rating Criteria

    18.

    Provide a plain English definition of the “Leverage ratio” appearing in the
table on page 62.

    The Company has revised the Registration Statement
accordingly. See page 61
of the Registration Statement.

Certain Relationships and Related Party Transactions

    19.

    In your response letter, confirm that FSC, Inc. will not be able to recoup any
reimbursement amounts that it has decided to forgo.

    The Company confirms to the Staff that FSC, Inc. will not be able to recoup any
reimbursement amounts that it has decided to forgo.

Description of Securities —Debt

    20.

    Update the information cont

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[Letterhead of Sutherland Asbill & Brennan LLP]

May 19, 2010

VIA EDGAR

Mr. Kevin Rupert

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

         Re:

    Fifth Street Finance Corp.

Registration Statement on Form N-2 filed on April 12, 2010 (File

No. 333-166012) (the “Registration Statement”)

Dear Mr. Rupert:

     On behalf of Fifth Street Finance Corp. (the “Company”), set forth below is the Company’s
response to an oral accounting comment issued by the staff of the Division of Investment Management
(the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the Company on May 14, 2010
regarding the Registration Statement. The Staff’s comment is set forth below and is followed by
the Company’s response.

Comment:

We refer to the “Fees and Expenses” table set forth on page 8 of the Registration Statement.
Please provide us with a detailed explanation of the reasons for the change in the ratio of
total annual expenses to net assets contained therein (i.e., the 5.84%) from that disclosed
in the notes to the financial statements or the “Fees and Expenses” table, as applicable,
contained in the Company’s Form 10-K for the year ended
September 30, 2009 (the “Form
10-K”), final prospectus supplement dated January 22, 2010 that the Company filed with the
SEC pursuant to Rule 497 under the Securities Act of 1933 (the “Final Prospectus”) and Form
10-Q for the quarter ended March 31, 2010 (the
“Form 10-Q”). With respect to the Form 10-K
and the Form 10-Q, please provide the explanation of the reasons for such change from the
line item entitled “ratio of total expenses to average stockholders’ equity” in the
“Financial Highlights” note to the financial statements contained therein.

Response:

In the Form 10-K, the Company disclosed that its ratio of total expenses to average
stockholders’ equity (or average net assets) was 6.34% at September 30, 2009. This ratio
was calculated based on an average stockholders’ equity of $291,401,218 for the year

Mr. Kevin Rupert

May 19, 2010

Page 2

ended September 30, 2009 and total expenses of $18,466,121 that the Company had incurred
during the year ended September 30, 2009. As disclosed in the Form 10-K, average
stockholders’ equity is calculated based upon the daily weighted average stockholders’
equity for the year ended September 30, 2009. In this regard, it is important to note that
the stockholder’s equity of the Company was $410,556,071 at September 30, 2009 and the ratio
of total expenses to stockholders’ equity (as opposed to average stockholders’ equity) was
4.50% at September 30, 2009.

On January 22, 2010, the Company filed the Final Prospectus with the SEC in connection with
the sale of shares of its common stock pursuant to a shelf registration statement on Form
N-2. The “Fees and Expenses” table contained in the Final Prospectus disclosed that the
Company’s ratio of total annual expenses to net assets (or stockholders’ equity) was 5.32%.
This ratio was calculated based on net assets of $446,728,071 (i.e., the $410,556,071 of net
assets of the Company at September 30, 2009, minus $38,000,000 of debt issued by the Company
subsequent to September 30, 2009, plus $74,172,000 of net proceeds from the sale of shares
of the Company’s common stock pursuant to the shelf registration statement) and estimated
total annual expenses for the year ending September 30, 2010 of $23,699,936.

On April 12, 2010, the Company filed the Registration Statement with the SEC and disclosed
that its ratio of total annual expenses to net assets (or stockholders’ equity) was 5.84%.
This ratio was calculated based on net assets of $410,257,351 (i.e., the net assets of the
Company at December 31, 2009) and estimated total annual expenses for the year ending
September 30, 2010 of $23,883,637. In connection with reviewing the computation of the
ratio of total annual expenses to net assets included in the Registration Statement, we
recognize that we should have adjusted the $410,257,351 of net asset of the Company at
December 31, 2009 to take into account the $74,172,000 of net proceeds received by the
Company from the sale of shares of its common stock in connection with the January 2010
shelf offering discussed above. We will appropriately factor in such adjustment in
connection with computing the ratio of total annual expenses to net assets to be included in
the pre-effective amendment that the Company will file to the Registration Statement.

On May 5, 2010, the Company filed the Form 10-Q with the SEC and disclosed that its ratio of
total expenses to average stockholders’ equity (or average net assets) was 5.91% at March
31, 2010. This ratio was calculated based on an average stockholders’ equity of
$456,501,106 for the six-month period ended March 31, 2010 and estimated total annual
expenses of $26,979,215 for the year ending September 30, 2010. As disclosed in the Form
10-Q, average stockholders’ equity is calculated based upon the daily weighted average
stockholders’ equity for the six-month period ended March 31, 2010. In this regard, it is
important to note that the stockholder’s equity of the Company was $484,397,005 at March 31,
2010 and the ratio of total expenses to stockholders’ equity (as opposed to average
stockholders’ equity) was 5.57% at March 31, 2010.

* * *

Mr. Kevin Rupert

May 19, 2010

Page 3

     If you have any questions or additional comments concerning the foregoing, please contact the
undersigned at (202) 383-0176, or Harry S. Pangas at (202) 383-0805.

    Sincerely,

    /s/ Steven B. Boehm

    Steven B. Boehm

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[Letterhead of Sutherland Asbill & Brennan LLP]

April 29, 2010

 VIA E-MAIL AND EDGAR

Mr. Dominic Minore, Esq.

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Fifth Street Finance Corp.

Marked Copy of Registration Statement on Form N-2 filed on

 April 12, 2010 (File No. 333-166012) (the “Shelf Registration Statement”)

Dear Mr. Minore:

     On behalf of Fifth Street Finance Corp. (the “Company”), attached please find a marked copy of
the Shelf Registration Statement, reflecting the changes made from the Company’s Registration
Statement on Form N-2 filed on July 15, 2009 (File No. 333-59720).

*            *            *

     If you have any questions or comments concerning the foregoing, please contact the undersigned
at (202) 383-0805 or Anne W. Gray at (202) 383-0966.

    Sincerely,

    /s/ Harry S. Pangas

    Harry S. Pangas

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[Letter of Sutherland Asbill & Brennan LLP]

July 14, 2009

VIA E-MAIL AND EDGAR

Mr. Kevin Rupert

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Fifth Street Finance Corp.

Amendment No. 1 to Registration Statement on Form N-2 filed

on June 9, 2009 (File No. 333-159720) (“Amendment No. 1”)

Dear Mr. Rupert:

     On behalf of Fifth Street Finance Corp. (the “Company”), set forth below are the Company’s
responses to the oral accounting comments provided by the staff of the Division of Investment
Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the Company on
July 13, 2009 regarding Amendment No. 1. The Staff’s comments are set forth below in italics and
are followed by the Company’s responses. References to the Company’s registration statement on
Form N-2 contained herein are to the pre-effective amendment no. 2 to the Company’s registration
statement on Form N-2 (“Amendment No. 2”) that has been filed with the SEC on the date hereof.

Prospectus

Management’s Discussion and Analysis of Financial Condition and Results of Operations

    1.

    Please include additional disclosure in the registration statement that
describes the information the Company uses in determining when it stops accruing
payment-in-kind interest. In particular, please disclose whether this determination is
made at a point prior to the full write-down of a loan or debt security.

The Company has complied with this comment. Please see page 35 of Amendment No. 2.
Also, see the section entitled “Loans and Debt Securities on Non-Accrual Status” on page 38
of Amendment No. 2 for additional information about the Company’s loans and debt securities
on non-accrual status.

Mr. Kevin Rupert

July 14, 2009

Page 2

    2.

    Please disclose how the Company’s stockholders will be impacted if it is
subsequently determined that previously accrued payment-in-kind interest is no longer
collectible.

Please see the risk factor entitled “We may have difficulty paying our required
distributions if we recognize income before or without receiving cash representing such
income” on page 22 of Amendment No. 2 for a discussion of how our inability to collect
previously accrued payment-in-kind interest may impact the Company and, indirectly, the
Company’s stockholders.

Financial Statements

    3.

    We refer to the audit opinion contained on page F-61 of the Company’s
registration statement. We also refer to the same audit opinion contained in a Form
10-K/A for the year ended September 30, 2008 filed by the Company with the SEC on July
9, 2009. Please delete these audit opinions and instead include the substance of these
opinions in the opinion relating to the audit of the Company’s financial statements for
the year ended September 30, 2008.

The Company has complied with this comment. Please see page F-35 of Amendment No.
2. Also, the Company has filed another amendment to its Form 10-K for the year
ended September 30, 2008 to make the requested change.

* * *

     If you have any questions or additional comments concerning the foregoing, please contact the
undersigned at (202) 383-0176, or Harry S. Pangas at (202) 383-0805.

    Sincerely,

    /s/ Steven B. Boehm

    Steven B. Boehm

Enclosures

    cc:

    Mr. Leonard M. Tannenbaum/ President and Chief Executive Officer

Harry S. Pangas, Esq.

Anne W. Gray, Esq.

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The information
in this preliminary prospectus supplement is not complete and
may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange
Commission is effective. This preliminary prospectus supplement
and the accompanying prospectus are not an offer to sell and are
not soliciting offers to buy these securities in any state where
such offer or sale is not permitted.

    SUBJECT TO COMPLETION, DATED
    JULY  , 2009

     PRELIMINARY
    PROSPECTUS SUPPLEMENT

     (to Prospectus dated
    July   , 2009)

               Shares

    Fifth Street
    Finance Corp.

    Common
    Stock

    $
    per share

    We are offering for sale
    8,121,827 shares of our common stock, $0.01 par value
    per share. These shares are being offered at a discount from our
    most recently determined net asset value per share of $11.94
    pursuant to the authority granted by our common stockholders at
    a special meeting of stockholders held on June 24, 2009.
    Our current authority to offer shares at a price below net asset
    value per share ends on June 24, 2010, unless our
    stockholders extend this authority at another meeting of
    stockholders before such date. In connection with the receipt of
    such stockholder approval, we agreed to limit the number of
    shares that we issue at a price below net asset value pursuant
    to this authorization so that the aggregate dilutive effect on
    our then outstanding shares will not exceed 15%. Sales of
    common stock at prices below net asset value per share dilute
    the interests of existing stockholders, have the effect of
    reducing our net asset value per share and may reduce our market
    price per share. See “Risk Factors” beginning on
    page 13 of the accompanying prospectus and “Sales of
    Common Stock Below Net Asset Value” on
    page S-8
    of this prospectus supplement and on page 80 of the
    accompanying prospectus.

    We are a specialty finance company
    that lends to and invests in small and mid-sized companies in
    connection with investments by private equity sponsors. Our
    investment objective is to maximize our portfolio’s total
    return by generating current income from our debt investments
    and capital appreciation from our equity investments.

    We are an externally managed,
    closed-end, non-diversified management investment company that
    has elected to be treated as a business development company
    under the Investment Company Act of 1940. We are managed by
    Fifth Street Management LLC, whose six principals collectively
    have over 50 years, and individually have between
    14 years and 3 years, of experience lending to and
    investing in small and mid-sized companies.

    Our common stock is listed on the
    New York Stock Exchange under the symbol “FSC.” On
    July 9, 2009 and March 31, 2009, the last reported
    sale price of our common stock on the New York Stock Exchange
    was $9.85 and $7.74, respectively. We are required to determine
    the net asset value per share of our common stock on a quarterly
    basis and we have not yet determined the net asset value per
    share of our common stock for the quarter ended June 30,
    2009. Our net asset value per share of our common stock as of
    March 31, 2009 was $11.94.

    Investing in our common stock
    involves a high degree of risk, and should be considered highly
    speculative. See “Risk Factors” beginning on
    page 13 of the accompanying prospectus to read about
    factors you should consider, including the risk of leverage,
    before investing in our common stock.

    This prospectus supplement and any
    accompanying prospectus contain important information about us
    that a prospective investor should know before investing in our
    common stock. Please read this prospectus supplement and any
    accompanying prospectus before investing and keep them for
    future reference. We file periodic reports, current reports,
    proxy statements and other information with the Securities and
    Exchange Commission. This information is available free of
    charge by contacting us at White Plains Plaza, 445 Hamilton
    Avenue, Suite 1206, White Plains, NY 10601 or by telephone
    at
    (914) 286-6800
    or on our website at www.fifthstreetfinance.com. Information
    contained on our website is not incorporated by reference into
    this prospectus supplement, and you should not consider that
    information to be part of this prospectus supplement. The
    Securities and Exchange Commission also maintains a website at
    www.sec.gov that contains such information.

    Per Share

    Total

    Public offering price

    $

    $

    Underwriting discount (5.0%)

    $

    $

    Proceeds, before expenses, to us (1)

    $

    $

    (1)

    We estimate that we will incur approximately $750,000 (or $0.09
    per share of the shares sold in this offering) in offering
    expenses in connection with this offering.

    The underwriters have the option to purchase up to an
    additional
    shares of common stock at the public offering price, less the
    underwriting discount, within 30 days from the date of this
    prospectus supplement solely to cover any over-allotments. If
    the over-allotment option is exercised in full, the total public
    offering price will be $     , and the
    total underwriting discount (5.0%) will be
    $     . The proceeds to us would be
    $     , before deducting estimated
    expenses payable by us of $750,000.

    At our request, the underwriters have
    reserved           shares
    in the offering for purchase by certain of our directors and
    officers, although they have no obligation to buy any shares in
    the offering.

    Neither the Securities and Exchange Commission nor any state
    securities commission has approved or disapproved of these
    securities or determined if this prospectus supplement or the
    accompanying prospectus is truthful or complete. Any
    representation to the contrary is a criminal offense.

    The underwriters expect to deliver the shares on or
    about          ,
    2009.

    Wells Fargo Securities

    Stifel Nicolaus

    The date of this prospectus supplement
    is          ,
    2009

    TABLE OF
    CONTENTS

    PROSPECTUS
    SUPPLEMENT

    Page

    Prospectus Summary

    S-1

    Fees and Expenses

    S-6

    Use of Proceeds

    S-8

    Sales of Common Stock Below Net Asset Value

    S-8

    Capitalization

    S-13

    Underwriting

    S-14

    Validity of the Securities

    S-19

    Available Information

    S-19

    PROSPECTUS

    Page

    Prospectus Summary

    1

    The Offering

    5

    Fees and Expenses

    9

    Selected Financial and Other Data

    11

    Risk Factors

    13

    Special Notice Regarding Forward-Looking Statements

    29

    Use of Proceeds

    29

    Price Range of Common Stock and Distributions

    30

    Management’s Discussion and Analysis of Financial Condition
    and Results of Operations

    32

    Senior Securities

    49

    Business

    50

    Portfolio Companies

    60

    Management

    63

    Portfolio Management

    68

    Investment Advisory Agreement

    70

    Administration Agreement

    76

    License Agreement

    76

    Certain Relationships and Related Party Transactions

    77

    Control Persons and Principal Stockholders

    77

    Sales of Common Stock Below Net Asset Value

    80

    Dividend Reinvestment Plan

    85

    Description of Our Securities

    86

    Material U.S. Federal Income Tax Considerations

    89

    Regulation

    94

    Plan of Distribution

    98

    Custodian, Transfer and Distribution Paying Agent and Registrar

    99

    Brokerage Allocation and Other Practices

    99

    Legal Matters

    99

    Independent Registered Public Accounting Firm

    99

    Available Information

    99

    Privacy Notice

    100

    Index to Financial Statements

    F-1

    S-i

    You should rely only on the information contained in this
    prospectus supplement and the accompanying prospectus. Neither
    we nor the underwriters have authorized any other person to
    provide you with different information from that contained in
    this prospectus supplement or the accompanying prospectus. If
    anyone provides you with different or inconsistent information,
    you should not rely on it. This prospectus supplement and the
    accompanying prospectus do not constitute an offer to sell, or a
    solicitation of an offer to buy, any shares of our common stock
    by any person in any jurisdiction where it is unlawful for that
    person to make such an offer or solicitation or to any person in
    any jurisdiction to whom it is unlawful to make such an offer or
    solicitation. The information contained in this prospectus
    supplement and the accompanying prospectus is complete and
    accurate only as of their respective dates, regardless of the
    time of their delivery or sale of our common stock. This
    prospectus supplement supersedes the accompanying prospectus to
    the extent it contains information different from or additional
    to the information in that prospectus.

    This document is in two parts. The first part is this prospectus
    supplement, which describes the terms of this offering of common
    stock and also adds to and updates information contained in the
    accompanying prospectus. The second part is the accompanying
    prospectus, which gives more information. To the extent the
    information contained in this prospectus supplement differs from
    the information contained in the accompanying prospectus, the
    information in this prospectus supplement shall control.

    Information contained in this prospectus supplement and the
    accompanying prospectus may contain forward-looking statements,
    which can be identified by the use of forward-looking
    terminology such as “may,” “will,”
    “expect,” “intend,” “anticipate,”
    “estimate,” or “continue” or the negative
    thereof or other variations thereon or comparable terminology.
    The matters described in “Risk Factors” in the
    accompanying prospectus and certain other factors noted
    throughout this prospectus supplement and the accompanying
    prospectus constitute cautionary statements identifying
    important factors with respect to any such forward-looking
    statements, including certain risks and uncertainties that could
    cause actual results to differ materially from those in such
    forward-looking statements. The forward-looking statements
    contained in this prospectus supplement and the accompanying
    prospectus are excluded from the safe harbor protection provided
    by Section 27A of the Securities Act of 1933.

    S-ii

    PROSPECTUS
    SUMMARY

    This summary highlights some of the information in this
    prospectus supplement and the accompanying prospectus. It is not
    complete and may not contain all of the information that you may
    want to consider. To understand the terms of the common stock
    offered hereby, you should read the entire prospectus supplement
    and the accompanying prospectus carefully. Together, these
    documents describe the specific terms of the shares we are
    offering. You should carefully read the sections titled
    “Risk Factors,” “Selected Financial and Other
    Data,” “Management’s Discussion and Analysis of
    Financial Condition and Results of Operations” and
    “Financial Statements” in the accompanying prospectus,
    as well as the documents identified in the section titled
    “Available Information” in this prospectus supplement.
    Except as otherwise noted, all information in this prospectus
    supplement and the accompanying prospectus assumes no exercise
    of the underwriters’ over-allotment option.

    We commenced operations on February 15, 2007 as Fifth
    Street Mezzanine Partners III, L.P., a Delaware limited
    partnership. Effective as of January 2, 2008, Fifth Street
    Mezzanine Partners III, L.P. merged with and into Fifth Street
    Finance Corp., a newly formed Delaware corporation. Unless
    otherwise noted, the terms “we,” “us,”
    “our” and “Fifth Street” refer to Fifth
    Street Mezzanine Partners III, L.P. prior to the merger date,
    and Fifth Street Finance Corp. on and after the merger date. In
    addition, the terms “Fifth Street Management” and
    “investment adviser” refer to Fifth Street Management
    LLC.

    Fifth
    Street Finance Corp.

    We are a specialty finance company that lends to and invests in
    small and mid-sized companies in connection with investments by
    private equity sponsors. We define small and mid-sized companies
    as those with annual revenues between $25 million and
    $250 million. We are externally managed and advised by
    Fifth Street Management, whose six principals collectively have
    over 50 years, and individually have between 14 years
    and 3 years, of experience lending to and investing in
    small and mid-sized companies. Fifth Street Management is an
    affiliate of Fifth Street Capital LLC, a private investment firm
    founded and managed by Leonard M. Tannenbaum who has led the
    investment of over $450 million in small and mid-sized
    companies, including the investments made by Fifth Street, since
    1998.

    Our investment objective is to maximize our portfolio’s
    total return by generating current income from our debt
    investments and capital appreciation from our equity
    investments. To meet our investment objective we seek to
    (i) capitalize on our investment adviser’s strong
    relationships with private equity sponsors; (ii) focus on
    transactions involving small and mid-sized companies which we
    believe offer higher yielding debt investment opportunities,
    lower leverage levels and other terms more favorable than
    transactions involving larger companies; (iii) continue our
    growth of direct originations; (iv) employ disciplined
    underwriting policies and rigorous portfolio management
    practices; (v) structure our investments to minimize risk
    of loss and achieve attractive risk-adjusted returns; and
    (vi) leverage the skills and experience of our investment
    adviser.

    As of March 31, 2009, we have originated
    $343.3 million of investments and our portfolio totaled
    $290.8 million at fair value and was comprised of
    investments in 26 portfolio companies. The weighted average
    annualized yield of our debt investments as of March 31,
    2009 was approximately 16.4%. Our investments generally range in
    size from $5 million to $40 million and are
    principally in the form of first and second lien debt
    investments, which may also include an equity component. As of
    March 31, 2009, all of our debt investments were secured by
    first or second priority liens on the assets of our portfolio
    companies. Moreover, we held equity investments consisting of
    common stock, preferred stock or LLC interests in 20 out of 26
    portfolio companies as of March 31, 2009.

    Fifth Street Mezzanine Partners III, L.P., our predecessor fund,
    commenced operations as a private partnership on
    February 15, 2007. Effective as of January 2, 2008,
    Fifth Street Mezzanine Partners III, L.P. merged with and into
    Fifth Street Finance Corp., a newly formed corporation that is
    an externally managed, closed-end, non-diversified management
    investment company which has elected to be treated as a business
    development company under the Investment Company Act of 1940, or
    the “1940 Act.”

    As a business development company, we are required to comply
    with regulatory requireme

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July 14, 2009

Securities and Exchange Commission

100 “F” Street, N.E.

Washington, D.C. 20549

    Re:

    Fifth Street Finance Corp.
Filed on Form N-2
Registration No. 333-159720

Ladies and Gentlemen:

We have been informed by the participating underwriters that they will comply with the requirements
of Rule 15c2-8 under the Securities Exchange Act of 1934.

We hereby join in the request of the registrant that the effectiveness of the above-captioned
Registration Statement, as amended, be accelerated.

Very truly yours,

WELLS FARGO SECURITIES, LLC

As Representative of the

Prospective Underwriters

    By:
                                         /s/ Elizabeth A. DiChiaro

    Name:
    Elizabeth A. DiChiaro

    Title:
    Managing Director

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The
information in this preliminary prospectus supplement is not
complete and may be changed. We may not sell these securities
until the registration statement filed with the Securities and
Exchange Commission is effective. This preliminary prospectus
supplement and the accompanying prospectus are not an offer to
sell and are not soliciting offers to buy these securities in
any state where such offer or sale is not permitted.

    SUBJECT TO COMPLETION, DATED
    JULY          ,
    2009

    PRELIMINARY
    PROSPECTUS SUPPLEMENT

    (to Prospectus dated July   , 2009)

    8,121,827 Shares

    Fifth Street Finance
    Corp.

    Common Stock

    $       per
    share

    We are offering for sale 8,121,827 shares of our common
    stock, $0.01 par value per share. These shares are being
    offered at a discount from our most recently determined net
    asset value per share of $11.94 pursuant to the authority
    granted by our common stockholders at a special meeting of
    stockholders held on June 24, 2009. Our current authority
    to offer shares at a price below net asset value per share ends
    on June 24, 2010, unless our stockholders extend this
    authority at another meeting of stockholders before such date.
    In connection with the receipt of such stockholder approval, we
    agreed to limit the number of shares that we issue at a price
    below net asset value pursuant to this authorization so that the
    aggregate dilutive effect on our then outstanding shares will
    not exceed 15%. Sales of common stock at prices below net asset
    value per share dilute the interests of existing stockholders,
    have the effect of reducing our net asset value per share and
    may reduce our market price per share. See “Risk
    Factors” beginning on page 13 of the accompanying
    prospectus and “Sales of Common Stock Below Net Asset
    Value” on
    page S-6
    of this prospectus supplement and on page 80 of the
    accompanying prospectus.

    We are a specialty finance company that lends to and invests in
    small and mid-sized companies in connection with investments by
    private equity sponsors. Our investment objective is to maximize
    our portfolio’s total return by generating current income
    from our debt investments and capital appreciation from our
    equity investments.

    We are an externally managed, closed-end, non-diversified
    management investment company that has elected to be treated as
    a business development company under the Investment Company Act
    of 1940. We are managed by Fifth Street Management LLC, whose
    six principals collectively have over 50 years, and
    individually have between 14 years and 3 years, of
    experience lending to and investing in small and mid-sized
    companies.

    Our common stock is listed on the New York Stock Exchange under
    the symbol “FSC.” On July 9, 2009 and
    March 31, 2009, the last reported sale price of our common
    stock on the New York Stock Exchange was $9.85 and $774,
    respectively. We are required to determine the net asset value
    per share of our common stock on a quarterly basis and we have
    not yet determined the net asset value per share of our common
    stock for the quarter ended June 30, 2009. Our net asset
    value per share of our common stock as of March 31, 2009
    was $11.94.

    Investing in our common stock involves a high degree of risk,
    and should be considered highly speculative. See “Risk
    Factors” beginning on page 13 of the accompanying
    prospectus to read about factors you should consider, including
    the risk of leverage, before investing in our common stock.

    This prospectus supplement and any accompanying prospectus
    contain important information about us that a prospective
    investor should know before investing in our common stock.
    Please read this prospectus supplement and any accompanying
    prospectus before investing and keep them for future reference.
    We file periodic reports, current reports, proxy statements and
    other information with the Securities and Exchange Commission.
    This information is available free of charge by contacting us at
    White Plains Plaza, 445 Hamilton Avenue, Suite 1206, White
    Plains, NY 10601 or by telephone at
    (914) 286-6800
    or on our website at www.fifthstreetfinance.com. Information
    contained on our website is not incorporated by reference into
    this prospectus supplement, and you should not consider that
    information to be part of this prospectus supplement. The
    Securities and Exchange Commission also maintains a website at
    www.sec.gov that contains such information.

    Per Share

    Total

    Public offering price

    $

    $

    Underwriting discount (6.25%)

    $

    $

    Proceeds, before expenses, to us (1)

    $

    $

    (1)

    We estimate that we will incur approximately $750,000 in
    offering expenses in connection with this offering.

    The underwriters have the option to purchase up to an additional
    1,218,274 shares of common stock at the public offering price,
    less the underwriting discount, within 30 days from the
    date of this prospectus supplement solely to cover any
    over-allotments. If the over-allotment option is exercised in
    full, the total public offering price will be $92,000,000, and
    the total underwriting discount (6.25%) will be $5,750,000. The
    proceeds to us would be $86,250,000, before deducting estimated
    expenses payable by us of $750,000.

    At our request, the underwriters have
    reserved           shares
    in the offering for purchase by certain of our directors and
    officers, although they have no obligation to buy any shares in
    the offering.

    Neither the Securities and Exchange Commission nor any state
    securities commission has approved or disapproved of these
    securities or determined if this prospectus supplement or the
    accompanying prospectus is truthful or complete. Any
    representation to the contrary is a criminal offense.

    The underwriters expect to deliver the shares on or
    about          ,
    2009.

    Wells Fargo Securities

    Stifel Nicolaus

    The date of this prospectus supplement
    is          ,
    2009

    TABLE OF
    CONTENTS

    PROSPECTUS
    SUPPLEMENT

    Page

    Prospectus Summary

    S-1

    Fees and Expenses

    S-6

    Use of Proceeds

    S-8

    Sales of Common Stock Below Net Asset Value

    S-8

    Capitalization

    S-13

    Underwriting

    S-14

    Validity of the Securities

    S-17

    Available Information

    S-18

    PROSPECTUS

    Page

    Prospectus Summary

    1

    The Offering

    5

    Fees and Expenses

    9

    Selected Financial and Other Data

    11

    Risk Factors

    13

    Special Notice Regarding Forward-Looking Statements

    29

    Use of Proceeds

    29

    Price Range of Common Stock and Distributions

    30

    Management’s Discussion and Analysis of Financial Condition
    and Results of Operations

    32

    Senior Securities

    49

    Business

    50

    Portfolio Companies

    60

    Management

    63

    Portfolio Management

    68

    Investment Advisory Agreement

    70

    Administration Agreement

    76

    License Agreement

    76

    Certain Relationships and Related Party Transactions

    77

    Control Persons and Principal Stockholders

    77

    Sales of Common Stock Below Net Asset Value

    80

    Dividend Reinvestment Plan

    85

    Description of Our Securities

    86

    Material U.S. Federal Income Tax Considerations

    89

    Regulation

    94

    Plan of Distribution

    98

    Custodian, Transfer and Distribution Paying Agent and Registrar

    99

    Brokerage Allocation and Other Practices

    99

    Legal Matters

    99

    Independent Registered Public Accounting Firm

    99

    Available Information

    99

    Privacy Notice

    100

    Index to Financial Statements

    F-1

    S-i

    You should rely only on the information contained in this
    prospectus supplement and the accompanying prospectus. Neither
    we nor the underwriters have authorized any other person to
    provide you with different information from that contained in
    this prospectus supplement or the accompanying prospectus. If
    anyone provides you with different or inconsistent information,
    you should not rely on it. This prospectus supplement and the
    accompanying prospectus do not constitute an offer to sell, or a
    solicitation of an offer to buy, any shares of our common stock
    by any person in any jurisdiction where it is unlawful for that
    person to make such an offer or solicitation or to any person in
    any jurisdiction to whom it is unlawful to make such an offer or
    solicitation. The information contained in this prospectus
    supplement and the accompanying prospectus is complete and
    accurate only as of their respective dates, regardless of the
    time of their delivery or sale of our common stock. This
    prospectus supplement supersedes the accompanying prospectus to
    the extent it contains information different from or additional
    to the information in that prospectus.

    This document is in two parts. The first part is this prospectus
    supplement, which describes the terms of this offering of common
    stock and also adds to and updates information contained in the
    accompanying prospectus. The second part is the accompanying
    prospectus, which gives more information. To the extent the
    information contained in this prospectus supplement differs from
    the information contained in the accompanying prospectus, the
    information in this prospectus supplement shall control.

    Information contained in this prospectus supplement and the
    accompanying prospectus may contain forward-looking statements,
    which can be identified by the use of forward-looking
    terminology such as “may,” “will,”
    “expect,” “intend,” “anticipate,”
    “estimate,” or “continue” or the negative
    thereof or other variations thereon or comparable terminology.
    The matters described in “Risk Factors” in the
    accompanying prospectus and certain other factors noted
    throughout this prospectus supplement and the accompanying
    prospectus constitute cautionary statements identifying
    important factors with respect to any such forward-looking
    statements, including certain risks and uncertainties that could
    cause actual results to differ materially from those in such
    forward-looking statements.

    S-ii

    PROSPECTUS
    SUMMARY

    This summary highlights some of the information in this
    prospectus supplement and the accompanying prospectus. It is not
    complete and may not contain all of the information that you may
    want to consider. To understand the terms of the common stock
    offered hereby, you should read the entire prospectus supplement
    and the accompanying prospectus carefully. Together, these
    documents describe the specific terms of the shares we are
    offering. You should carefully read the sections titled
    “Risk Factors,” “Selected Financial and Other
    Data,” “Management’s Discussion and Analysis of
    Financial Condition and Results of Operations” and
    “Financial Statements” in the accompanying prospectus,
    as well as the documents identified in the section titled
    “Available Information” in this prospectus supplement.
    Except as otherwise noted, all information in this prospectus
    supplement and the accompanying prospectus assumes no exercise
    of the underwriters’ over-allotment option.

    We commenced operations on February 15, 2007 as Fifth
    Street Mezzanine Partners III, L.P., a Delaware limited
    partnership. Effective as of January 2, 2008, Fifth Street
    Mezzanine Partners III, L.P. merged with and into Fifth Street
    Finance Corp., a newly formed Delaware corporation. Unless
    otherwise noted, the terms “we,” “us,”
    “our” and “Fifth Street” refer to Fifth
    Street Mezzanine Partners III, L.P. prior to the merger date,
    and Fifth Street Finance Corp. on and after the merger date. In
    addition, the terms “Fifth Street Management” and
    “investment adviser” refer to Fifth Street Management
    LLC.

    Fifth
    Street Finance Corp.

    We are a specialty finance company that lends to and invests in
    small and mid-sized companies in connection with investments by
    private equity sponsors. We define small and mid-sized companies
    as those with annual revenues between $25 million and
    $250 million. We are externally managed and advised by
    Fifth Street Management, whose six principals collectively have
    over 50 years, and individually have between 14 years
    and 3 years, of experience lending to and investing in
    small and mid-sized companies. Fifth Street Management is an
    affiliate of Fifth Street Capital LLC, a private investment firm
    founded and managed by Leonard M. Tannenbaum who has led the
    investment of over $450 million in small and mid-sized
    companies, including the investments made by Fifth Street, since
    1998.

    Our investment objective is to maximize our portfolio’s
    total return by generating current income from our debt
    investments and capital appreciation from our equity
    investments. To meet our investment objective we seek to
    (i) capitalize on our investment adviser’s strong
    relationships with private equity sponsors; (ii) focus on
    transactions involving small and mid-sized companies which we
    believe offer higher yielding debt investment opportunities,
    lower leverage levels and other terms more favorable than
    transactions involving larger companies; (iii) continue our
    growth of direct originations; (iv) employ disciplined
    underwriting policies and rigorous portfolio management
    practices; (v) structure our investments to minimize risk
    of loss and achieve attractive risk-adjusted returns; and
    (vi) leverage the skills and experience of our investment
    adviser.

    As of March 31, 2009, we have originated
    $343.3 million of investments and our portfolio totaled
    $290.8 million at fair value and was comprised of
    investments in 26 portfolio companies. The weighted average
    annualized yield of our debt investments as of March 31,
    2009 was approximately 16.4%. Our investments generally range in
    size from $5 million to $40 million and are
    principally in the form of first and second lien debt
    investments, which may also include an equity component. As of
    March 31, 2009, all of our debt investments were secured by
    first or second priority liens on the assets of our portfolio
    companies. Moreover, we held equity investments consisting of
    common stock, preferred stock or LLC interests in 20 out of 26
    portfolio companies as of March 31, 2009.

    Fifth Street Mezzanine Partners III, L.P., our predecessor fund,
    commenced operations as a private partnership on
    February 15, 2007. Effective as of January 2, 2008,
    Fifth Street Mezzanine Partners III, L.P. merged with and into
    Fifth Street Finance Corp., a newly formed corporation that is
    an externally managed, closed-end, non-diversified management
    investment company which has elected to be treated as a business
    development company under the Investment Company Act of 1940, or
    the “1940 Act.”

    As a business development company, we are required to comply
    with regulatory requirements, including limitations on our use
    of debt. We are permitted to, and expect to, finance our
    investments using debt and equity. See the section titled
    “Regulation” in the accompanying prospectus. We
    elected, effective as of January 2, 2008, t

CORRESP
1
filename1.htm

corresp

    1275 Pennsylvania Ave., NW

    ATLANTA

    Washington, DC 20004-2415

    AUSTIN

    202.383.0100 Fax 202.637.3593

    HOUSTON

    www.sutherland.com

    NEW YORK

    WASHINGTON DC

STEVEN B. BOEHM

DIRECT LINE: 202.383-0176

E-mail: steven.boehm@sutherland.com

May 29, 2009

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

    Fifth Street Finance Corp. — Preliminary Proxy

    Statement on Schedule 14A

Dear Sir or Madam:

     On behalf of Fifth Street Finance Corp., we are filing a Preliminary Proxy Statement on
Schedule 14A pursuant to the rules and regulations of the Securities Exchange Act of 1934.

     Please call me at the above number if you have any questions or comments regarding the
foregoing.

    Sincerely,

    /s/ Steven B. Boehm

    cc:

    Bernard D. Berman

8392454.1

SUTHERLAND ASBILL AND BRENNAN LLP

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

							November 20, 2007
Steven B. Boehm, Esq.
Sutherland Asbill & Brennan, LLP
1275 Pennsylvania Avenue, NW
Washington, DC 20004

	Re:	Fifth Street Finance Corp.
		File Nos. 333-146743 and 814-752

Dear Mr. Boehm:

	We have reviewed the registration statement on Form N-2 for
Fifth Street Finance Corp. ("Fund") filed with the Commission on
October 16, 2007.  We have the following comments.

Prospectus

Cover

	Please clarify in the footnote to the pricing table that the
common shareholders, not "we," will pay the fees and expenses
disclosed therein.

	Please include a sales load column in the pricing table.  See
Item 1.1.g. of Form N-2.

	Please confirm that the underwriters will not receive any
commissions paid by others or receive any other consideration for
their services.  See Instruction 2 to Item 1.1.g. of Form N-2.

      Please disclose that an investment in the Fund presents a
heightened risk of total loss of investment and make prominent the
disclosure that the Fund is subject to special risks.  See Item
1.1.j. of Form N-2.

	What would be the Fund`s current net asset value, assuming
consummation of the merger described?  Will the merger be
effective
before or after the Fund`s initial public offering?

	Please clarify that the Fund has not yet made the election to
be
treated as a business development company.

Table of Contents

	Please delete the last sentence of the paragraph immediately
following the table of contents, or disclose that the Fund will
update the disclosure for material changes.

Summary

      What amount of the offering proceeds will be used to make
new
investments?  For what purposes will the rest of the offering
proceeds be used?

      Please disclose prominently in this section that the Fund`s
board may change its operating policies and strategies without
prior
notice or stockholder approval.  Please provide specific examples
of
potential changes.

      The disclosure references the performance of Fifth Street
Mezzanine Partners III ("Mezzanine Partners"), an unregistered
predecessor of the Fund, from February, 2007 to the present.
Please
delete this disclosure, as extrapolating annualized returns from
such
a limited time period is too speculative.  Alternatively, please
conform it to the requirements of MassMutual Institutional Funds
(pub. avail. Sept. 28, 1995).

	Please clarify how the shares the limited partners of
Mezzanine
Partners will receive will be valued: will the public offering
price
equal the value, or will the value be a function of the public
offering price?  Also, will any other parties affiliated with
Mezzanine Partners receive shares of the Fund?  If so, please
identify the parties, the consideration given, and the amount and
value of shares to be received.

	Does the Fund intend to use leverage during its first year of
operations?  If so, please indicate that the Fund will leverage,
and
provide the appropriate disclosure.

      Please disclose the percentage amount of the adviser`s
income
fee in the section of the Summary that discusses investment
advisory
fees.

      Please clarify that the Fifth Street Finance website
referenced
in the disclosure is still under construction.

The Offering

	Please add to the disclosure the information required by
Section
101 (e) of Reg. S-K.

Fees and Expenses

      Please ensure that the Example reflects all "Stockholder
transaction expenses" and "Total annual expenses" included in the
fee
table.

      Given that the fee table contains a line item for interest
payments on borrowed funds, and note 6 to the fee table discusses
leverage, why does the Example assume no leverage?

      Please delete the last word from the line item "Dividend
reinvestment plan expenses," and insert the word "fees."  Also,
please consolidate the line items "Base management fee" and
"Incentive fees payable under our investment advisory agreement"
into
one line item titled "Management fees."  See Item 3 of Form N-2.

      The disclosure is unclear whether "Fifth Street" will pay
certain expenses, or they will actually be borne by shareholders.
Please distinguish more clearly between expenses borne by Fund
shareholders and those borne by other parties.

      Please include in the fee table the costs of registering the
Rule 144 restricted stock referenced elsewhere in the prospectus.
Please also disclose in the prospectus the dilutive effect of the
restricted stock.

      Please confirm that the management fee disclosed in the fee
table is a gross fee, i.e., absent waivers and reductions; and
accurately reflects the costs to common shareholders of the Fund.

      Please disclose the incentive fee in the footnotes to the
fee
table.  Also, please advise the staff what the incentive fee would
have been for the period ended October 31, 2007.

      Please disclose, in footnote 6 to the fee table, the extent
to
which the Fund expects to leverage.  Also, if the Fund will
leverage,
disclose the additional cost to the common shareholder in the body
of
the fee table.

Risk Factors

	The first item of disclosure in this section claims the Fund
commenced operations in February, 2007, when, in fact, the Fund
did
not operate as a business development company at that time.
Accordingly, the disclosure is misleading and must be revised.

	Please advise the staff supplementally the maximum number of
investments the Fund would consider "a limited number."

      Please identify the entity which will assist the board in
determining the fair value of the Fund`s investments.  Please also
disclose any conflicts of interest attendant with the fair
valuation
process.

      Please explain to the staff when an "accrued interest" would
be
written off as uncollectible, and therefore not subject to the
performance fee.  Also, does the application of the performance
fee
to accrued interest create a conflict of interest for the adviser,
i.e., an incentive to purchase steeply discounted notes and zero
coupon notes?

      Please clarify that the Fund may only make rights offerings
at
less than net asset value subject to shareholder approval.

      The disclosure claims the Fund will not be subject to the
Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley") until the completion
of
this offering, although the Fund became subject to Sarbanes-Oxley
upon filing a registration statement under the Securities Act of
1933
or registering shares under Section 12 of the Securities Exchange
Act
of 1934.  Please correct the disclosure.

      Will the Fund include return of capital in its
distributions?
If so, please disclose prominently, and include disclosure of the
effects of return of capital distributions.

      Will the Fund engage in hedging?  What percentage of the
Fund`s
assets will be used for hedging activities?  Please provide a more
detailed description of the risks associated with the hedging
techniques the Fund intends to use.

      Please disclose the amount of advance written notice (e.g.,
60
days) the Fund will give shareholders of any change in its
investment
objective, operating policies or strategies.  Please clarify that
the
Fund cannot elect to change its status as a business development
company without shareholder approval.

	Will the adviser allocate limited investment opportunities
among
the Fund and other investment vehicles?  If so, please disclose
this
conflict of interest.

	Since the Fund may securitize its loans, please disclose how
it
will do so: e.g., will the Fund establish a subsidiary for the
purpose; will there be recourse back to the Fund?  Please disclose
the risks associated with the Fund`s choice.

Capitalization

	Please update all financial disclosure to October 31, 2007,
or
November 30, 2007, if possible.

Special Note Regarding Forward-Looking Statements

      This section attempts to limit liability for forward-looking
statements.    Statements relating to investment companies
(including
business development companies) and statements made in connection
with initial public offerings are excluded from the safe harbor
for
forward-looking statements.  See Section 27A (b) (2) (B) & (D)

of the Securities Act of 1933.  Please revise the disclosure
accordingly.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

	The disclosure in this section indicates that Mr. Toll, an
interested director of the Fund, receives a fee of 1% per annum
from
the Fund in return for his guarantee of a loan to the Fund.
Please
explain to the staff why you believe this transaction is
permissible
absent an order pursuant to Section 57 of the Investment Company
Act
of 1940 (the "Act").  Also, should Mr. Toll be required to satisfy
the Fund`s indebtedness, would he have recourse against the Fund?
If
so, does the Fund`s obligation to reimburse constitute a senior
security?

	Please explain to the staff in detail the nature of the
Fund`s
off-balance sheet arrangements and why you believe the
arrangements
may be kept off the balance sheet.  Also, how do the arrangements
comply with the requirements of Sections 18 and 61 of the Act?

Managerial Assistance to Portfolio Companies

      This paragraph states that the Fund or another person or
entity
will provide managerial assistance on behalf of the Fund to
portfolio
companies that request assistance.  Please disclose the identities
of
all potential providers of managerial assistance to portfolio
companies.  Please inform us in your response letter whether the
Fund
or portfolio companies will pay for managerial assistance provided
to
portfolio companies.

Determination of Net Asset Value and Valuation Process

	The disclosure indicates that the adviser will determine the
net
asset value of the
Fund`s investment portfolio each quarter.  Is this sufficient to
meet
NASDAQ Global Markets requirements?

	The disclosure indicates that the general partner of Fifth
Street Mezzanine

Partners III, L.P. performed the fair value calculation of the
Fund`s
holdings.  Please disclose prominently this conflict of interest
and
its affiliated risks.  Also, please attach the fairness opinion as
an
exhibit to the registration statement.  Additionally, please
disclose
the identity of the independent valuation firm that participated
in
the fair value analysis of the Fund`s holdings.

	Why will the Fund`s board engage an independent valuation
firm
to provide assistance with respect to "at least 80%" of the Fund`s
portfolio?  Why not 100%?

Investment Advisory Agreement

	Please include a heading to precede the discussion of the
second
part of the incentive fee commencing on page 63 of the prospectus.

Dividend Reinvestment Plan

      The third paragraph states that the dividend reinvestment
plan
will use primarily newly issued shares to implement the plan and
that
these shares will be issued at the market price per share.
Sections
23(b) and 63 of the Act provide that closed-end funds may not
issue
shares below net asset value, except in certain limited
circumstances.  Please explain to us how the Fund will issue
shares
to stockholders if the market price is below the Fund`s net asset
value.

General

	We note that portions of the filing are incomplete. We may
have
additional comments on such portions when you complete them in a
pre-
effective amendment, on disclosures made in response to this
letter,
on information supplied supplementally, or on exhibits added in
any
pre-effective amendments.  Please note that comments we give in
one
section apply to other sections in the filing that contain the
same
or similar disclosure.
      Please advise us if you have submitted or expect to submit
an
exemptive application or no-action request in connection with your
registration statement.
      Response to this letter should be in the form of a pre-
effective amendment filed pursuant to Rule 472 under the
Securities
Act. Where no change will be made in the filing in response to a
comment, please indicate this fact in a supplemental letter and
briefly state the basis for your position.
      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the Fund and its management are in
possession of all facts relating to the Fund`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
	Notwithstanding our comments, in the event the Fund requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or 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 Fund from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* the Fund 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.
      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Investment Management in connection with our review of
your filing or in response to our comments on your filing.
	Any questions you may have regarding the filing or this
letter
may be directed to me at 202.551.6965.

							Sincerely,

							Vincent J. Di Stefano
							Senior Counsel
7

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