Fifth Street Fair Fund

If you received a Plan Notice, it is because records indicate you may have held the common stock of Fifth Street Finance Corp. during the period April 1, 2013 through December 31, 2014, inclusive and/or held the common stock of Fifth Street Senior Floating Rate Corp. during the period September 1, 2013 through December 31, 2014, inclusive.

Whether or not you received a Plan Notice, if you fit this criteria and suffered a loss according to the Plan of Distribution, you may be eligible for a Distribution Payment from the Fifth Street Fair Fund. FAQ 9 explains the steps you must take to file a Claim Form in order to participate.

You may review a copy of the Plan Notice here.

On December 3, 2018, the Securities and Exchange Commission (the “Commission”) issued an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Section 21C of the Securities Exchange Act of 1934, Sections 203(e) and 203(k) of the Investment Advisers Act of 1940, and Section 9(f) of the Investment Company Act of 1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order against Fifth Street Management, LLC ("Fifth Street").

The Commission determined, in relevant part, that, in 2013 and 2014, Fifth Street improperly allocated to Fifth Street’s former business development company clients (Fifth Street Finance Corp. and Fifth Street Senior Floating Rate Corp.) rent and other overhead expenses, and certain compensation expenses that Fifth Street should have paid. The Commission ordered Fifth Street to pay disgorgement of $1,999,115.86, prejudgment interest of $334,545.65, and a civil money penalty of $1,650,000, and created a Fair Fund pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002 for the ordered monetary relief (the “Fair Fund” or “Fifth Street Fair Fund”). Fifth Street has since paid in full, and the Fair Fund currently holds approximately $4 million, comprised of disgorgement, prejudgment interest, civil money penalty, and accrued interest.

The Fair Fund is deposited in an interest-bearing account at the United States Treasury Department’s Bureau of the Fiscal Service. The assets of the Fair Fund are subject to the continuing jurisdiction and control of the Commission.

By Order dated August 1, 2019, the Commission approved a plan of distribution to distribute the funds collected from Fifth Street to compensate Eligible Claimants for Fifth Street's misallocation of expenses during the Investment Period.

The Order can be found here, or at www.sec.gov/divisions/enforce/claims/fifth-street-management.htm.

On April 18, 2019, the Securities and Exchange Commission appointed Epiq Class Action & Claims Solutions, Inc. (“Epiq”) as the Fund Administrator. The Order Appointing Fund Administrator can be found here or at www.sec.gov/divisions/enforce/claims/fifth-street-management.htm.

Epiq has been appointed by the Commission as the Fund Administrator in the referenced administrative proceeding to fulfill certain responsibilities more fully described in the Plan of Distribution. The Order Appointing Fund Administrator can be found here, or at www.sec.gov/divisions/enforce/claims/fifth-street-management.htm.

The Investment Period is April 1, 2013 through December 31, 2014, inclusive, for investment(s) in Fifth Street Finance Corp. and September 1, 2013 through December 31, 2014, inclusive, for investment(s) in Fifth Street Senior Floating Rate Corp.

If you held common stock of Fifth Street Finance Corp. during the period April 1, 2013 through December 31, 2014, inclusive and/or held common stock of Fifth Street Senior Floating Rate Corp. during the period September 1, 2013 through December 31, 2014, inclusive; are not an Excluded Party as defined in the Plan of Distribution; and suffered a loss according to the Plan of Distribution, you may be eligible for a Distribution Payment from the Fifth Street Fair Fund. Eligibility will be determined by the Fund Administrator in accordance with the Plan of Distribution. Distribution Payments will be subject to a $10.00 Minimum Distribution Amount.

If you did not complete and timely submit a Claim Form, you will not be considered for eligibility to receive a Distribution Payment under the Plan of Distribution.

Please note that the deadline to file a claim for this matter has passed.

1. Fifth Street Management, LLC, its affiliates, assigns, subsidiaries, successors-in-interest, and any firm, trust, corporation, or other entity in which Fifth Street Management, LLC has or had a controlling interest during the Investment Period;
2. The Fund Administrator (Epiq), its employees, and those persons assisting the Fund Administrator in its role as Fund Administrator.

The Securities and Exchange Commission ordered Fifth Street Management, LLC to pay disgorgement of $1,999,115.86, prejudgment interest of $334,545.65, and a civil money penalty of $1,650,000, and created a Fair Fund pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002 for the ordered monetary relief. Fifth Street Management, LLC has since paid in full, and the Fair Fund currently holds approximately $4 million, comprised of disgorgement, prejudgment interest, civil money penalty, and accrued interest.

To participate in the Fifth Street Fair Fund, you must have timely submitted a completed and signed Claim Form with supporting documents to the Fund Administrator.

Please note that the deadline to file a claim for this matter has passed.

Please note that filing a Claim Form does not assure that you will share in the proceeds of the Fair Fund created in this matter. A Potential Claimant’s eligibility for a Distribution Payment under the Plan of Distribution will be determined by the Fund Administrator in accordance with the Plan of Distribution.

You must have documented each transaction that you included on your Claim Form. Acceptable forms of supporting documentation included, but were not limited to:

1. Trade confirmation slips from brokerage firms that list the security name, the name of the beneficial owner, the type of transaction, the date of the transaction, the number of shares, and the total amount of the transaction; or
2. Monthly statements from brokerage firms that detail all activity within a month.

The deadline to submit a completed and signed Claim Form with the necessary documentation was November 29, 2019. The Claim Form must have been postmarked, or, if not sent by U.S. mail, received by the Fund Administrator (Epiq) by this date.

Deficient claims received a Deficiency Notice setting forth the reason why the claim was deficient and advised you of the opportunity to cure such deficiency. Deficiency Notices were mailed on January 28, 2020.

Final Claim Determination letters were mailed April 27, 2020.

Please note that receipt of an Approval letter does not mean you will receive a distribution from the Fair Fund. Distribution Payments will still be subject to a $10.00 Minimum Distribution Amount.

Your share of the Distribution Fund will depend on a variety of factors, including the number of valid claims processed and the details of your specific investment(s).

By following the Distribution Methodology (which can be found in the Distribution Plan), you can calculate your Eligible Loss Amount. Please review the Distribution Plan for more details.

In order for a claim to be paid, the Distribution Payment must equal or exceed $10.00.

As a long-established firm, Epiq's electronic systems, software applications, and employee and operational protocols are all designed to protect and secure the case information provided to us. Further, Epiq is obligated to fulfill the security requirements mandated by the various court jurisdictions and governmental entities that oversee the various types of cases it administers.

You may contact the Fund Administrator by calling toll-free 1-855-424-7675, sending an email to info@FifthStreetFairFund.com, or by writing to P.O. Box 6659, Portland, OR 97228-6659 for more information.

The CUSIP for Fifth Street Finance Corp. during the Investment Period was 31678A103, with Ticker symbol FSC.

The CUSIP for Fifth Street Senior Floating Rate Corp. during the Investment Period was 31679F101, with Ticker symbol FSFR.

The Initial Distribution of the Fair Fund occurred on May 17, 2021.

Pursuant to the Plan of Distribution, all Fair Fund checks that were not negotiated by the stale date have been voided and we are no longer honoring reissue requests.