exv10w1






Exhibit 10.1




AMENDED AND RESTATED

DIVIDEND REINVESTMENT PLAN

OF

FIFTH STREET FINANCE CORP.






          Fifth Street Finance Corp., a Delaware corporation (the “Corporation”), hereby adopts the
following amended and restated dividend reinvestment plan (the “Plan”) with respect to net
investment income dividends and capital gains distributions declared by its Board of Directors on
shares of its Common Stock:





          1. Unless a stockholder specifically elects to receive cash as set forth below, all net
investment income dividends and all capital gains distributions hereafter declared by the
Board of Directors shall be payable in shares of the Common Stock of the Corporation, and no
action shall be required on such stockholder’s part to receive a distribution in stock.




          2. Such net investment income dividends and capital gains distributions shall be
payable on such date or dates as may be fixed from time to time by the Board of Directors to
stockholders of record at the close of business on the record date(s) established by the
Board of Directors for the net investment income dividend and/or capital gains distribution
involved.




          3. The Corporation shall use only newly-issued shares of its Common Stock to implement
the Plan if its shares are trading at or above net asset value. Under such circumstances,
the number of shares to be issued to a stockholder shall be determined by dividing the total
dollar amount of the distribution payable to such stockholder by the greater of (i) net
asset value per share, and (ii) 95% of the market price per share of the Corporation’s
Common Stock at the close of regular trading on the New York Stock Exchange on the payment
date fixed by the Corporation’s Board of Directors for such distribution. Market price per
share on that date shall be the closing price for such shares on the New York Stock Exchange
or, if no sale is reported for such day, at the average of their electronically-reported bid
and asked prices.




          4. If the Corporation declares a distribution to stockholders, the Plan Administrator,
as defined below, may be instructed not to credit accounts with newly-issued shares and
instead to buy shares in the market (in which case there would be no discount available to
Plan participants) if (1) the price at which newly-issued shares are to be credited does not
exceed 110% of the last determined net asset value of the shares; or (2) the Corporation has
advised the Plan Administrator that since such net asset value was last determined, the
Corporation has become aware of events that indicate the possibility of a material change in
per share net asset value as a result of which the net asset value of



 









 






the shares on the payment date might be higher than the price at which the Plan
Administrator would credit newly-issued shares to stockholders. Shares purchased in open
market transactions by the Plan Administrator shall be allocated to each Participant (as
defined below) based upon the average purchase price, excluding any brokerage charges or
other charges, of all shares of Common Stock purchased with respect to the applicable
distribution.




          5. A stockholder may elect to receive his or its net investment income dividends and
capital gains distributions in cash. To exercise this option, such stockholder shall notify
American Stock Transfer and Trust Company, the plan administrator and the Corporation’s
transfer agent and registrar (referred to as the “Plan Administrator”), in writing so that
such notice is received by the Plan Administrator no later than 10 days prior to the record
date fixed by the Board of Directors for the net investment income dividend and/or capital
gains distribution involved. Such election shall remain in effect until the stockholder
shall notify the Plan Administrator in writing of such stockholder’s withdrawal of the
election, which notice shall be delivered to the Plan Administrator no later than 10 days
prior to the record date fixed by the Board of Directors for the next net investment income
dividend and/or capital gains distribution by the Corporation.




          6. The Plan Administrator will set up an account for shares acquired pursuant to the
Plan for each stockholder who has not so elected to receive dividends and distributions in
cash (each a “Participant”). The Plan Administrator may hold each Participant’s shares,
together with the shares of other Participants, in non-certificated form in the Plan
Administrator’s name or that of its nominee. Upon request by a Participant, received in
writing no later than 10 days prior to a payment date, the Plan Administrator will, instead
of crediting shares to and/or carrying shares in a Participant’s account, issue, without
charge to the Participant, a certificate registered in the Participant’s name for the number
of whole shares payable to the Participant and a check for any fractional share.




          7. The Plan Administrator will confirm to each Participant each acquisition made
pursuant to the Plan as soon as practicable but not later than 10 business days after the
date thereof. Although each Participant may from time to time have an undivided fractional
interest (computed to three decimal places) in a share of Common Stock of the Corporation,
no certificates for a fractional share will be issued. However, dividends and distributions
on fractional shares will be credited to each Participant’s account. In the event of
termination of a Participant’s account under the Plan, the Plan Administrator will adjust
for any such undivided fractional interest in cash at the market value of the Corporation’s shares at the time of termination.




          8. The Plan Administrator will forward to each Participant any Corporation related
proxy solicitation materials and each Corporation report or other communication to
stockholders, and will vote any shares held by it under the Plan in accordance with the
instructions set forth on proxies returned by Participants to the Corporation.



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          9. In the event that the Corporation makes available to its stockholders rights to
purchase additional shares or other securities, the shares held by the Plan Administrator
for each Participant under the Plan will be added to any other shares held by the
Participant in certificated form in calculating the number of rights to be issued to the
Participant.




          10. The Plan Administrator’s service fee, if any, and expenses for administering the
Plan will be paid for by the Corporation.




          11. Each Participant may terminate his or its account under the Plan by so notifying
the Plan Administrator in writing or by telephone. Such termination will be effective
immediately if the Participant’s notice is received by the Plan Administrator not less than
10 days prior to any dividend or distribution record date; otherwise, such termination will
be effective only with respect to any subsequent dividend or distribution. The Plan may be
terminated by the Corporation upon notice in writing mailed to each Participant at least 30
days prior to any record date for the payment of any dividend or distribution by the
Corporation. Upon any termination, the Plan Administrator will cause a certificate or
certificates to be issued for the full shares held for the Participant under the Plan and a
cash adjustment for any fractional share to be delivered to the Participant without charge
to the Participant. If a Participant elects by his or its written or telephonic notice to
the Plan Administrator in advance of termination to have the Plan Administrator sell part or
all of his or its shares and remit the proceeds to the Participant, the Plan Administrator
is authorized to deduct a $15.00 transaction fee plus brokerage commission from the
proceeds.




          12. These terms and conditions may be amended or supplemented by the Corporation at any
time but, except when necessary or appropriate to comply with applicable law or the rules or
policies of the Securities and Exchange Commission or any other regulatory authority, only
by mailing to each Participant appropriate written notice at least 30 days prior to the
effective date thereof. The amendment or supplement shall be deemed to be accepted by each
Participant unless, prior to the effective date thereof, the Plan Administrator receives
written notice of the termination of his or its account under the Plan. Any such amendment
may include an appointment by the Plan Administrator in its place and stead of a successor
agent under these terms and conditions, with full power and authority to perform all or any
of the acts to be performed by the Plan Administrator under these terms and conditions.
Upon any such appointment of any agent for the purpose of receiving dividends and
distributions, the Corporation will be authorized to pay to such successor agent, for each
Participant’s account, all dividends and distributions payable on shares of the Corporation
held in the Participant’s name or under the Plan for retention or application by such
successor agent as provided in these terms and conditions.




          13. The Plan Administrator will at all times act in good faith and use its best efforts
within reasonable limits to ensure its full and timely performance of all services to be
performed by it under this Plan and to comply with applicable law, but assumes no
responsibility and shall not be liable for loss or damage due to errors unless



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such error is caused by the Plan Administrator’s negligence, bad faith, or willful
misconduct or that of its employees or agents.




          14. These terms and conditions shall be governed by the laws of the State of New York.




Adopted: October 22, 2010



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