SecProbe.io

1900 K Street, NW
Washington, DC  20006-1110
+1  202  261  3300  Main
+1  202  261  3333  Fax www.dechert.com

THOMAS FRIEDMANN
 thomas.friedmann@dechert.com
+1 202 261 3313  Direct +1 202 261 3016  Fax

June 17, 2015

VIA EDGAR

United States Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E. Washington, DC 20549 Attn:  Ed Bartz
Re: WhiteHorse Finance, Inc.
 Proxy Statement for 2015 Annual Meeting of Stockholders
Ladies and Gentlemen: On June 5, 2015, WhiteHorse Finance Inc., a Dela ware corporation (the “Company”), filed with
the Securities and Exchange Commission (the “Commission”) a preliminary Proxy Statement for
its Annual Meeting of Stockholders (the “Proxy St atement”) to consider (1) a proposal to elect
two directors of the Company and (2) a proposal to authorize the Company to sell shares of its
common stock, during the next twelve months, at a price or prices below the Company’s then current net asset value per share.  On behalf of the Company, we hereby respond to the comments
raised by the staff (the “Staff”) of the Commiss ion in a telephone conversation between Ed Bartz
of the Staff and Thomas J. Friedmann, outsid e counsel to the Company, on June 11, 2015.
For your convenience, the Staff’ s comments are included in this letter and are followed by the
applicable response.  Capitalized terms used in this letter and not otherwise defined herein shall
have the meanings specified in the Proxy Statement.
1. Please explain why the ratification of the Co mpany’s independent auditor is not included
in the proposals.
The Company respectfully submits that it has not included among the proposals a non-binding
vote to ratify the Company’s selection of its independent public accounting firm in reliance upon
the exemption to the shareholder ratification re quirement of Section 32(a) of the 1940 Act (made
applicable to a BDC by Section 59 of the 1940 Ac t) provided by Rule 32a-4 under the 1940 Act.
The Company represents that, in compliance w ith Rule 32a-4, (a) the Company’s board of

United States Securities and
Exchange Commission June 17, 2015
Page 2

directors has established a committee, composed solely of directors who are not interested
persons of the Company, that has responsib ility for overseeing the Company’s accounting and
auditing processes; (b) the Company’s board of directors has adopted a charter for the audit
committee setting forth the committe e’s structure, duties, powers and methods of operation; and
(c) the Company maintains and preserves permanentl y in an easily accessible place a copy of the
audit committee’s charter and any modification to  the charter. Although neither the proposing nor
adopting release of Rule 32a-4 specifically di scusses its applicability to BDCs, the Staff has
previously provided no-action relief to a BDC se eking to rely on Rule 32a-4 under similar
circumstances.
1
2. With respect to the disclosure under “Adjour nment and Additional Solicitation” at the
bottom of page 2, please note that the Proxy Statement may not confer upon the proxy
holders the discretionary authority to adjourn with the shareholder vote if the adjournment of the meeting is intended as a means for soliciting additional proxies, as
such an adjournment is not considered a “matt er incident to the conduct of the meeting”
under Rule 14a-4(c)(7) under the Exchange Ac t. Please revise the Proxy Statement to
clarify that the proxy holders do not have discretionary authority to adjourn with the
shareholder vote in order to solicit additional proxies.
The Company notes the Staff’s comment and h as revised the disclosure to clarify that
discretionary adjournment applies solely in the event that a quorum is not obtained.
3. Please disclose the percentage limit below NAV at which the Company may sell its shares
(or if there is no such limit, please disclo se that fact) and the maximum percentage of
common shares that would be offered by the Company in each below-NAV offering.
Typically, proxies requesting approval to se ll shares below NAV will state that there is a
25% limit on the number of shares that c an be sold pursuant to the approval.
The Company notes the Staff’s comment and has re vised the Proxy Statement to disclose that
there is no limit on the amount below NAV at wh ich the Company may sell its shares and the
maximum percentage of common shares that ma y be offered by the Company in each below-
NAV offering.
4. Under “Maintenance or Possible Increase of Distributions” on page 19, please include
disclosure stating that a return of capital is a return to sha reholders of a portion of their
original investment in the Company.

1 See Main Street Capital Corporation, SEC Staff No-Action Letter (June 20, 2011).

United States Securities and
Exchange Commission June 17, 2015
Page 3

The Company notes the Staff’s comment and h as revised the Proxy Statement to include
disclosure stating that a return of capital is a retu rn to shareholders of a portion of their original
investment in the Company.
5. In the table provided under “Trading Histo ry” on page 19, please revise the column title
“Discount of Low Sales Price to NAV” to “(Discount) of Low Sales Price to NAV” and
add corresponding parentheses to the numerical in formation provided in that column.
The Company notes the Staff’s comment and has revised the Proxy Statement as requested.
6. Under “Examples of Dilutive Effect of the Issuance of Shares of Common Stock Below
NAV – Impact on Existing Stockholders who do not  Participate in the Offering,” please
revise the table provided on page 21 to incl ude an example of the potential NAV dilution
from an offering with the maximum percent of  shares offered and the lowest feasible
discount.
The Company notes the Staff’s comment and has revised the table on page 21 of the Proxy
Statement to include an example of the poten tial NAV dilution from an offering with 25% of
shares offered and a discount of 50%.
7. Under “Examples of Dilutive Effect of the Issuance of Shares of Common Stock Below
NAV – Impact on New Investors,” please revise  the table provided on page 23 to include
an example of the potential NAV dilution from  an offering with the maximum percent of
shares offered and lowest feasible discount.
The Company notes the Staff’s comment and resp ectfully submits that, because the purpose of
the proxy statement is to provide information to existing stockholders, not to act as a prospectus
for new investors, the additional requested ex ample would not improve the disclosure in a
meaningful way for its intended recipients. Fu rthermore, the requested disclosure is not
commonly provided in the “new investor” table in  the proxy statements of the Company’s peer
BDCs.
* * * * * * * * *

United States Securities and
Exchange Commission June 17, 2015
Page 4

The Company hereby acknowledges that (i) it is r esponsible for the adequacy and accuracy of the
disclosure in its filings with the Commission, ( ii) Staff comments or changes to disclosure in
response to Staff comments do not foreclose th e Commission from taking any action with respect
to any filing and (iii) the Company may not asser t Staff comments as a defense in any proceeding
initiated by the Commission or any person under th e federal securities laws of the United States.

* * * * * * * * *

If you have any questions, please feel free to contact the undersigned by telephone at
202.261.3313 (or by facsimile at 202.261.3333).  Th ank you for your coopera tion and attention to
this matter.
Very truly yours, /s/ Thomas J. Friedmann
Thomas J. Friedmann
cc: Jay Carvell, WhiteHorse Finance, Inc.

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