Form SC 13D/A Fifth Street Finance Filed by: RIVERNORTH CAPITAL MANAGEMENT, LLC

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January 22, 2016 8:31 AM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)1

Fifth Street Finance Corp.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

31678A103

(CUSIP Number)

MARC COLLINS

RIVERNORTH CAPITAL MANAGEMENT, LLC

325 N. LaSalle St., Suite 645

Chicago, Illinois 60654-7030

(312) 445-2251

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 20, 2016

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 31678A103

1	NAME OF REPORTING PERSON RIVERNORTH CAPITAL PARTNERS, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 4,389,409
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 4,389,409
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,389,409
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 31678A103

1	NAME OF REPORTING PERSON RIVERNORTH INSTITUTIONAL PARTNERS, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 4,498,887
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 4,498,887
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,498,887
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 31678A103

1	NAME OF REPORTING PERSON RIVERNORTH CORE OPPORTUNITY FUND
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION OHIO
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,476,042*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1%*
14	TYPE OF REPORTING PERSON OO

* Possesses economic exposure to an aggregate of 1,476,042 shares (representing 1% of the outstanding shares) due to certain cash-settled total return swap agreements.

CUSIP NO. 31678A103

1	NAME OF REPORTING PERSON RIVERNORTH/DOUBLELINE STRATEGIC INCOME FUND
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION OHIO
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,402,500*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%
14	TYPE OF REPORTING PERSON OO

*Possesses economic exposure to an aggregate of 2,402,500 shares (representing 1.6% of the outstanding shares) due to certain cash-settled total return swap agreements.

CUSIP NO. 31678A103

1	NAME OF REPORTING PERSON RIVERNORTH CAPITAL MANAGEMENT, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 12,766,838
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 12,766,838
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,766,838*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5%*
14	TYPE OF REPORTING PERSON IA

*Possesses economic exposure to an aggregate of 3,878,542 shares (representing approximately 2.6% of the outstanding shares) due to certain cash-settled total return swap agreements.

CUSIP NO. 31678A103

1	NAME OF REPORTING PERSON MURRAY R. WISE
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 76,700
	8	SHARED VOTING POWER 39,700
	9	SOLE DISPOSITIVE POWER 76,700
	10	SHARED DISPOSITIVE POWER 39,700
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 116,500*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

*Consists of shares held directly by Crayton Road, LLC, Wise Capital Partners L.P. and Wise Family Foundation, each an affiliate of Mr. Wise. Mr. Wise may be deemed to share voting and dispositive power with respect to such shares; therefore, Mr. Wise may be deemed to beneficially own such shares.

CUSIP NO. 31678A103

1	NAME OF REPORTING PERSON RANDY I. ROCHMAN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 215,804
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 215,804
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 215,804*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

*Consists of shares held directly by West Family Investments, Inc., an affiliate of Mr. Rochman. Mr. Rochman may be deemed to share voting and dispositive power with respect to such shares; therefore, Mr. Rochman may be deemed to beneficially own such shares.

CUSIP NO. 31678A103

1	NAME OF REPORTING PERSON FRED G. STEINGRABER
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 31678A103

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. ”). This Amendment No. 3 amends the Schedule 13D (the “Initial 13D”), as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of RNCP and RNIP were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 4,389,409 Shares beneficially owned by RNCP is approximately $26,357,847, excluding brokerage commissions.1 The aggregate purchase price of the 4,498,887 Shares beneficially owned by RNIP is approximately $27,637,629, excluding brokerage commissions.

The Shares purchased by Mr. Rochman were purchased by an affiliate using working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A in the open market with personal funds. The aggregate purchase price of the 215,804 Shares owned directly by Mr. Rochman is approximately $1,286,257, excluding brokerage commissions. The Shares purchased by Mr. Wise were purchased in the open market with personal funds, except as otherwise noted in Schedule A annexed hereto. The aggregate purchase price of the 116,500 Shares owned directly by Mr. Wise is approximately $242,072, excluding brokerage commissions.

Item 5.

Interest in Securities of the Issuer.

Items 5(a)-(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 150,262,924 Shares outstanding, as of November 30, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 1, 2015.

RNCP

(a)

As of the close of business on January 21, 2016, RNCP beneficially owned 4,389,409 Shares.

Percentage: Approximately 2.9%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 4,389,409

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 4,389,409

(c)

The transactions in the Shares by RNCP during the past sixty (60) days are as set forth in Schedule A and are incorporated herein by reference.

1 The aggregate purchase price of the nominal Shares in connection with the swaps owned by RNCO is approximately $7,992,520, excluding brokerage commissions. The aggregate purchase price of the nominal Shares in connection with the swaps owned by RNSI is approximately $12,593,544, excluding brokerage commissions.

CUSIP NO. 31678A103

RNIP

(a)

As of the close of business on January 21, 2016, RNIP beneficially owned 4,498,887 Shares.

Percentage: Approximately 3.0%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 4,498,887

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 4,498,887

(c)

The transactions in the Shares by RNIP during the past sixty (60) days are as set forth in Schedule A and are incorporated herein by reference.

RNCO

(a)

As of the close of business on January 21, 2016, RNCO beneficially owned 0 Shares.

Percentage: 1%2

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by RNCO during the past sixty (60) days are as set forth in Schedule A and are incorporated herein by reference.

RNSI

(a)

As of the close of business on January 21, 2016, RNSI beneficially owned 0 Shares.

Percentage: Approximately 1.6%3

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by RNSI during the past sixty (60) days are as set forth in Schedule A and are incorporated herein by reference.

2 Possesses economic exposure to an aggregate of 1,476,042 shares (representing 1% of the outstanding shares) due to certain cash-settled total return swap agreements.

3 Possesses economic exposure to an aggregate of 2,402,500 shares (representing 1.6% of the outstanding shares) due to certain cash-settled total return swap agreements.

CUSIP NO. 31678A103

E.	RiverNorth Management

(a)

RiverNorth Management, (i) as the general partner of RNCP, may be deemed the beneficial owner of the 4,389,409 Shares owned by RNCP, (ii) as the general partner of RNIP, may be deemed the beneficial owner of the 4,498,887 Shares owned by RNIP, (iii) as the investment advisor of RNCO, may be deemed to have economic exposure to the 1,476,042 Shares that RNCO also has economic exposure, and (iv) as the investment advisor of RNSI, may be deemed to have economic exposure to the 2,402,500 Shares that RNSI also has economic exposure.

Percentage: Approximately 8.5%4

(b)

1. Sole power to vote or direct vote: 12,766,838

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 12,766,838

4. Shared power to dispose or direct the disposition: 0

(c)

RiverNorth Management has not entered into any transaction in the Shares since the filing of the Initial 13D. The transactions, if any, in the Shares on behalf of each of RNCP, RNIP, RNCO, and RNSI during the past sixty (60) days are as set forth in Schedule A and are incorporated herein by reference.

F. Mr. Rochman

(a)

As of the close of business on January 21, 2016, Mr. Rochman beneficially owned 215,804 Shares.5

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 215,804

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 215,804

(c)

The transactions in the Shares by Mr. Rochman during the past sixty (60) days are as set forth in Schedule A and are incorporated herein by reference.

G. Mr. Steingraber

(a)

As of the close of business on January 21, 2016, Mr. Steingraber did not directly own any Shares.

Percentage: 0%

4 Possesses economic exposure to an aggregate of 3,878,542shares (representing approximately 2.6% of the outstanding shares) due to certain cash-settled total return swap agreements.

5 Consists of shares held directly by West Family Investments, Inc., an affiliate of Mr. Rochman. Mr. Rochman may be deemed to share voting and dispositive power with respect to such shares; therefore, Mr. Rochman may be deemed to beneficially own such shares.

CUSIP NO. 31678A103

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 0

(c)

Mr. Steingraber has not entered into any transaction in the Shares since the filing of the Initial 13D.

H. Mr. Wise

(a)

As of the close of business on January 21, 2016, Mr. Wise beneficially owned 116,500 Shares.6

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 76,700

2. Shared power to vote or direct vote: 39,700

3. Sole power to dispose or direct the disposition: 76,700

4. Shared power to dispose or direct the disposition: 39,700

(c)

The transactions in the Shares by Mr. Wise during the past sixty (60) days are as set forth in Schedule A and are incorporated herein by reference.

As of the close of business on January 21, 2016, the Reporting Persons collectively beneficially owned an aggregate of 13,092,142 Shares, constituting approximately 8.7% of the Shares outstanding.7

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

6 Consists of shares held directly by Crayton Road, LLC, Wise Capital Partners L.P. and Wise Family Foundation, each an affiliate of Mr. Wise. Mr. Wise may be deemed to share voting and dispositive power with respect to such shares; therefore, Mr. Wise may be deemed to beneficially own such shares.

7 Possesses economic exposure to an aggregate of 3,878,542 shares (representing approximately 2.6% of the outstanding shares) due to certain cash-settled total return swap agreements.

CUSIP NO. 31678A103

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated January 22, 2016

RiverNorth Capital Management, LLC

By:	/s/ Marcus Collins
	Name:	Marcus Collins
	Title:	Marcus Collins, General Counsel and Chief Compliance Officer

RiverNorth Capital Partners, L.P.

	RiverNorth Capital Management, LLC, General Partner

By:	/s/ Marcus Collins
	Name:	Marcus Collins
	Title:	Marcus Collins, General Counsel and Chief Compliance Officer

RiverNorth Institutional Partners, L.P.

	RiverNorth Capital Management, LLC, General Partner

By:	/s/ Marcus Collins
	Name:	Marcus Collins
	Title:	Marcus Collins, General Counsel and Chief Compliance Officer

RiverNorth Core Opportunity Fund

	RiverNorth Capital Management, LLC, Investment Advisor

By:	/s/ Marcus Collins
	Name:	Marcus Collins
	Title:	Marcus Collins, General Counsel and Chief Compliance Officer

RiverNorth/DoubleLine Strategic Income Fund

	RiverNorth Capital Management, LLC, Investment Advisor

By:	/s/ Marcus Collins
	Name:	Marcus Collins
	Title:	Marcus Collins, General Counsel and Chief Compliance Officer

CUSIP NO. 31678A103

SCHEDULE A

Transactions in the Shares During the Past Sixty (60) Days

Shares of Common Stock

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase/Sale

RANDY I. ROCHMAN8

30,000	6.0950	01/08/2016
20,000	5.6650	01/12/2015
7,000	4.996	01/15/2016

MURRAY R. WISE

15,0009	6.320	11/25/2015
5,000	6.360	12/03/2015
5,000	6.320	12/04/2015
5,000	5.260	12/08/2015
5,00010	6.130	01/08/2016

RIVERNORTH CAPITAL PARTNERS, L.P.

200,412	6.4250	12/01/2015
23,957	6.3895	12/02/2015
58,911	6.3151	12/07/2015
60,000	6.2966	12/08/2015
20,571	6.3089	12/09/2015
389,414	6.0375	12/14/2015
124,846	6.1165	12/17/2015
25,000	6.1699	01/07/2016
34,880	6.1585	01/08/2016
377,111	5.6977	01/12/2016

RIVERNORTH INSTITUTIONAL PARTNERS, L.P.

3,585	6.3895	12/02/2015
29,429	6.3098	12/09/2015
269,607	6.0375	12/14/2015
40,000	5.6977	01/12/2016

8 Consists of shares held directly by West Family Investments, Inc., an affiliate of Mr. Rochman. Mr. Rochman may be deemed to share voting and dispositive power with respect to such shares; therefore, Mr. Rochman may be deemed to beneficially own such shares.

9 Consists of Shares held directly by the Wise Family Foundation, an affiliate of Mr. Wise. Mr. Wise may be deemed to share voting and dispositive power with respect to such shares; therefore, Mr. Wise may be deemed to beneficially own such shares.

10 Consists of shares of Common Stock held directly by Wise Capital Partners L.P., an affiliate of Mr. Wise. Mr. Wise may be deemed to share voting and dispositive power with respect to such shares; therefore, Mr. Wise may be deemed to beneficially own such shares.

RIVERNORTH CORE OPPORTUNITY FUND11

275,964	4.9066	01/15/2016
61,026	5.1041	01/19/2016
96,052	4.8446	01/20/2016

RIVERNORTH/DOUBLELINE STRATEGIC INCOME FUND12

827,894	4.9066	01/15/2016
183,078	5.1041	01/19/2016
288,155	4.8446	01/20/2016

11 Consists of economic exposure due to certain cash-settled total return swap agreements.

12 Consists of economic exposure due to certain cash-settled total return swap agreements.

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Form SC 13D/A Fifth Street Finance Filed by: RIVERNORTH CAPITAL MANAGEMENT, LLC

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