CUSIP
31678A103
;
Page 1 of 7 Pages
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
Under
the Securities Exchange Act of 1934
| Fifth Street Finance Corp. |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 31678A103 |
| (CUSIP Number) |
| December 31, 2009 |
| (Date of Event which Requires Filing of this Statement) |
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
|
X
|
Rule 13d-1(b)
|
|
Rule 13d-1(c)
|
|
|
Rule 13d-1(d)
|
* 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 the
disclosures provided in a prior cover page.
The
information required in 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
31678A103
;
Page 2 of 7 Pages
|
1
|
NAMES
OF REPORTING PERSONS.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vaughan
Nelson Investment Management,
L.P. 04-3304963
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [
]
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
1,580,359
|
|
|
6
|
SHARED
VOTING POWER
0
|
||
|
7
|
SOLE
DISPOSITIVE POWER
1,764,000
|
||
|
8
|
SHARED
DISPOSITIVE POWER
226,180
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,990,180
shares
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
Not
Applicable
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%
|
||
|
12
|
TYPE
OF REPORTING (SEE INSTRUCTIONS)
IA
|
||
CUSIP
31678A103
;
Page 3 of 7 Pages
|
1
|
NAMES
OF REPORTING PERSONS.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vaughan
Nelson Investment Management, Inc. 04-3304959
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [
]
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
1,580,359
|
|
|
6
|
SHARED
VOTING POWER
0
|
||
|
7
|
SOLE
DISPOSITIVE POWER
1,764,000
|
||
|
8
|
SHARED
DISPOSITIVE POWER
226,180
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,990,180
shares
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
Not
Applicable
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%
|
||
|
12
|
TYPE
OF REPORTING (SEE INSTRUCTIONS)
HC
|
||
CUSIP
31678A103
;
Page 4 of 7 Pages
|
Item 1(a).
|
Name of
Issuer: Fifth Street Finance
Corp.
|
|||||
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Item 1(b).
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Address
of Issuer’s Principal Executive Offices:
10
Bank Street, Suite 1210
White
Plains, NY 10601
|
|||||
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Item 2(a).
|
Name of
Person(s) Filing:
Vaughan
Nelson Investment Management, L.P. (“Vaughan Nelson”)
Vaughan
Nelson Investment Management, Inc. (“General Partner”)
|
|||||
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Item 2(b).
|
Address
of Principal Business Office or, if None,
Residence:
Both
Vaughan Nelson and the General Partner maintain their principal offices
at:
600
Travis Street, Suite 6300
Houston,
Texas 77002
|
|||||
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Item 2(c).
|
Citizenship:
Vaughan
Nelson is Delaware limited partnership.
The
General Partner is a Delaware corporation.
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|||||
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Item 2(d).
|
Title of
Class of Securities:
Common
Stock
|
|||||
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Item 2(e).
|
CUSIP
Number:
31678A103
|
|||||
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Item 3.
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If this
Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check
Whether the Person Filing is a:
(a) o Broker or dealer registered under
section 15 of the Act (15 U.S.C. 78o).
(b) o Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
(c) o Insurance company as defined in
section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) o Investment company registered
under section 8 of the Investment Company Act of 1940 (15 U.S.C
80a-8).
(e) [X] An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
(f) o An employee benefit plan or
endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or
control person in accordance with §
240.13d-1(b)(1)(ii)(G);
(h) o A savings associations as defined
in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
(i) o A church plan that is excluded
from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) o Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
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CUSIP
31678A103
;
Page 5 of 7 Pages
|
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Item 4.
|
Ownership:
By
reason of investment advisory relationships with the person who owns the
Shares, Vaughan Nelson may be deemed to be the beneficial owner of the
reported shares of the Issuer’s common stock. Vaughan Nelson Investment
Management, Inc., as General Partner of Vaughan Nelson, may be deemed the
indirect beneficial owner of the reported shares of the Issuer’s common
stock. Both Vaughan Nelson and Vaughan Nelson Investment Management, Inc.
disclaim beneficial ownership of the reported shares of the Issuer’s
common stock.
|
|||||
|
(a)
|
Amount
beneficially owned 1,990,180
|
|||||
|
(b)
|
Percent
of class: 5.3%
|
|||||
|
(c) Number
of shares as to which the person has:
|
||||||
|
(i) Sole
power to vote or to direct the vote: 1,580,359
|
||||||
|
(ii) Shared
power to vote or to direct the vote: 0
|
||||||
|
(iii) Sole
power to dispose or to direct the disposition of: 1,764,000
|
||||||
|
(iv) Shared
power to dispose or to direct the disposition of: 226,180
|
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|
Item 5.
|
Ownership
of Five Percent or Less of a Class:
If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than 5% of the class of securities, check the following: [ ]
|
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Item 6.
|
Ownership
of More than Five Percent on Behalf of Another
Person:
Various
persons, as investment advisory clients of Vaughan Nelson, have
the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the common stock of the
Issuer. To the knowledge of Vaughan Nelson, no one such
person’s interest in the common stock of the Issuer is more than five
percent of the total outstanding common stock of the Issuer.
|
|||||
|
Item 7.
|
Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported on by the Parent
Holding Company:
Not
Applicable
|
|||||
|
Item 8.
|
Identification and Classification of
Members of the Group:
Not
Applicable
|
|||||
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CUSIP
31678A103
;
Page 6 of 7 Pages
|
|
|
Item 9.
|
Notice of
Dissolution of Group:
Not
Applicable
|
|
Item 10.
|
Certification:
Each
of the Reporting Persons hereby makes the following
certification:
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
|
SIGNATURE
After
reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
EXECUTED
as a sealed instrument this 9th day of February, 2010.
Vaughan Nelson Investment Management,
L.P.
By: /s/ Richard B.
Faig
By: Richard
B. Faig
Its: Chief
Compliance Officer
|
|
Vaughan
Nelson Investment Management, Inc.
|
By: /s/ Richard B.
Faig
By: Richard
B. Faig
Its: Chief
Compliance
Officer
CUSIP
31678A103
;
Page 7 of 7 Pages
Exhibit
1
AGREEMENT
Each of
the undersigned, pursuant to Rule 13d-1(k)(l) under the Securities Exchange Act
of 1934, as amended, hereby agrees that only one statement containing the
information required by Schedule 13G needs be filed with respect to the
ownership by each of the undersigned of the shares of common stock of Fifth
Street Finance Corp. that the Schedule 13G to which this Agreement is appended
as Exhibit 1 is
to be filed with the Securities and Exchange Commission on behalf of each of the
undersigned on or about the date hereof.
EXECUTED
as a sealed instrument this 9th day of February,
2010.
Vaughan Nelson Investment Management,
L.P.
By: /s/ Richard B.
Faig
By: Richard
B. Faig
Its: Chief
Compliance Officer
|
|
Vaughan
Nelson Investment Management, Inc.
|
By: /s/ Richard B.
Faig
By: Richard
B. Faig
Its: Chief
Compliance Officer