SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
INVESTMENT MANAGEMENTFebruary 25, 2011
Steven B. Boehm, Esq.
Sutherland Asbil & Brennan LLP
1275 Pennsylvania Avenue, NW
Washington, DC 20004
RE: TICC Capital Corp.
File Nos.: 333-172214 and 814-00638
Dear Mr. Boehm:
We have received the registration statement on Form N-2 of
TICC Capital Corp. (the "Fund"), which was filed on February 11, 2011,
2010, with respect to a shelf offering under Rule 415 under the
Securities Act of 1933 ("1933 Act"). The Fund may offer, in one or
more offerings, up to $40,000,000 of its common stock.
Your cover letter represented that the disclosure contained in the
registration statement is substantially similar to the disclosure contained
in the Fund's registration statement on Form N-2 (File No. 333-
169061) (the "Prior Registration Statement"), initially filed with the
Commission on August 26, 2010 and declared effective, as amended,
on November 17, 2010. Your letter notes that you have made certain
material changes based on developments occurring after the effective
date of the Prior Registration Statement. We understand that these
changes are generally limited to biographical updates and modified
disclosure regarding the Fund's portolio composition.
Based on the similarity of the Prior Registration Statement, you
requested no review of the registration statement. Pursuant to Release
No. 33-6510 and in reliance upon the representations contained in your
letter dated February 11, 2011, we have not reviewed the registration
statement. You are reminded that the burden of full and fair
disclosure rests with the registrant, its counsel, and others engaged in
the preparation of its registration statement.
Notwithstanding our lack of comment, 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 filríg effective, it does not foreclose the
Commission from taking any action with respect to the filng;
. 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 filng.
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
responsibilties." We wil act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.
* * * * * *
Should you have any questi6nsregarding this letter, pleasecontact me at (202) 551-6966."'
Sincerely,
~e
Kevin C. Rup
Accountant
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