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CORRESP
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CORRESP

 1775 I Street, N.W.

 Washington, DC
20006-2401

 +1 202 261 3300 Main

 +1 202 261
3333 Fax

 www.dechert.com

 THOMAS J. FRIEDMANN

 thomas.friedmann@dechert.com

 +1 202 261 3313 Direct

 +1 202 261 3016 Fax

 November 19, 2012

 VIA EDGAR AND OVERNIGHT DELIVERY

 United States Securities and Exchange Commission

 Division of Investment Management

100 F Street, N.E.

 Washington, DC 20549

 Attn: Edward P. Bartz

Re:
WhiteHorse Finance, LLC

Amendment No.2 Registration Statement on Form N-2

Filed:
Filed: November 8, 2012

 Ladies and Gentlemen:

 WhiteHorse Finance, LLC, a Delaware limited liability company (the “Fund”), filed on November 8, 2012 with the
Securities and Exchange Commission (the “Commission”) Amendment No. 2 (“Amendment No. 2”) to its Registration Statement on Form N-2 (the “Registration Statement”). On behalf of the Fund,
we hereby respond to the comments raised by the staff of the Commission (the “Staff”) during a series of telephone calls commencing on on October 16, 2012 and continuing through today among the following individuals: Messrs.
Edward P. Bartz, John Ganley and James Curtis, Staff Attorneys, Messrs. Chad Eskildsen and John Russo, Staff Accountant, and Mr. Thomas Friedmann, Mr. David J. Harris and Ms. Abigail C. Smith, of Dechert LLP, outside counsel
to the Fund, as part of continuing discussions and the filing of correspondence on October 4, 2012, October 11, 2012, October 12, 2012, October 31, 2012, November 7, 2012, November 8,
2012, November 16 and November 19, 2012. For your convenience, the Staff’s comments are included in this letter and are followed by the applicable response. Except as provided in this letter, terms used in this letter have the
meanings given to them in Amendment No. 2.

 PROSPECTUS

1. Please confirm that the Unsecured Term Loan, the Distribution and the proposed stock split will be reflected in the subsequent
footnote to the financial statements that is included in the Fund’s preliminary prospectus.

 Response:

The Fund confirms that each of these events will occur prior to the pricing of the transaction and undertakes to disclose in the subsequent event
footnote to its financial statements each of the

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 Edward P. Bartz

November 19, 2012

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 items noted above that has occurred prior to the printing of the preliminary prospectus. The Unsecured Term Loan closed
on November 8, 2012 and its incurrence will be reflected in the subsequent event footnote in the next amendment to the Registration Statement, which will be filed with the Commission prior to printing the preliminary prospectus. Likewise, we
expect the Fund to complete the Distribution prior to the printing of the preliminary prospectus and, assuming such is the case, the next amendment to the Registration Statement will reflect the fact of such Distribution accordingly. The Fund notes,
however, that the stock split will occur immediately prior to the Fund’s election to be treated as a business development company and concurrently with the conversion of the Fund from a limited liability company to a corporation in Delaware. As
a result, the stock split will not occur until after the Fund files its next amendment to the Registration Statement, and it will not be reflected in the subsequent event footnote to the financial statements in the next amendment to the Registration
Statement and the preliminary prospectus. To ensure that investors in the proposed offering are aware of the proposed stock split, the Fund has included disclosure regarding such stock split under the caption “Summary—Recent
Developments—BDC Conversion” and in several other locations throughout the Registration Statement. In addition, all per share data in the Registration Statement give effect to the stock split, which is noted in each case.

2. With respect to the high water mark, or “incentive fee cap” concept, please disclose how the Incentive Fee Look-back
Period will be administered during the period prior to the end of the first 12 quarters following the closing of the proposed offering. Please provide a narrative discussion of how such cap and deferral mechanism works during the first 12 quarters
following such offering.

 Response:

 As requested, the Fund has added the following disclosure regarding the Incentive Fee Look Back Period explaining the mechanism during this period under “Summary—Investment Advisory
Agreement—Incentive Fee Cap and Deferral Mechanism” and elsewhere in Amendment 2:

 “Commencing on the first full fiscal quarter
following the closing date of this offering, the Incentive Fee Look-back Period will consist of the period that has elapsed since the closing date of this offering and continuing through the then-current fiscal quarter. For example, at the end of
our first full fiscal quarter after the offering, the Incentive Fee Look-back period will consist of one fiscal quarter and our Cumulative Pre-Incentive Fee Net Income will equal the sum of (a) the Pre-Incentive Fee Net Income during that
fiscal quarter and (b) our realized capital gains, realized capital losses, unrealized capital depreciation and unrealized capital appreciation, if any, during such fiscal quarter. Similarly, at the end of our second fiscal quarter after the
offering, the Incentive Fee Look-back period will consist of two full fiscal quarters and our Cumulative Pre-Incentive Fee Net Income will equal the sum of (a) the Pre-Incentive Fee Net Income during those two full fiscal quarters and
(b) our cumulative realized capital gains, cumulative realized capital losses, cumulative unrealized capital depreciation and cumulative unrealized capital appreciation, with “cumulative,” during the two full fiscal quarters elapsed
since the closing of this offering.”

 Edward P. Bartz

November 19, 2012

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3

 3. With respect to the deferral mechanism of the high water mark concept, please make the following
changes to the disclosure:

(a)
change the defined term “Incentive Fee Cap” to be “Incentive Fee Cap and Deferral Mechansim”;

Response:

 As discussed, the Fund has
revised the disclosure in the Registration Statement to use the defined term “Incentive Fee Cap and Deferral Mechanism.”

(b)
add disclosure to the effect that the Incentive Fee Cap and Deferral Mechanism may cause certain incentive fees to not be paid during a quarterly fiscal period when
they would otherwise have become due and payable and instead cause the Fund to defer and pay such incentive fees to the investment adviser in a subsequent fiscal quarter (up to 11 fiscal quarters following such deferral date) under certain
circumstances,

 Response:

 As requested, the Fund has included the following disclosure under “Summary—Investment Advisory Agreement – Incentive Fee Cap and Deferral Mechanism” and elsewhere in Amendment
No. 2.

 “The Incentive Fee Cap and Deferral Mechanism provision of the Investment Advisory Agreement may cause incentive fee amounts
that were accrued but not paid during one fiscal period to be paid by the Fund to the investment adviser in a subsequent fiscal quarter at any time during the 11 full fiscal quarters following such fiscal quarter.”

(c)
add appropriate risk disclosure regarding the risk that a new investor in shares of common stock of the Fund may indirectly pay deferred incentive fees to the
investment adviser in respect of capital gains or income that were not permitted to be paid when they were initially accrued pursuant to the terms of the Incentive Fee Cap and Deferral provision of the Investment Advisory Agreement;

 Edward P. Bartz

November 19, 2012

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4

 Response:

 The Fund has added the following disclosure under “Risk Factors — Our incentive fee structure may create incentives for our investment adviser that are not fully aligned with the interests of
our stockholders and may induce our investment adviser to make speculative investments.”

 “In addition, under the terms of the
Incentive Fee Cap and Deferral Mechanism, the amount of incentive fees earned by our investment adviser will depend, in part, upon the timing of capital gains or losses in our investment portfolio, as well as the timing of recognition of income,
typically in the form of interest and dividend payments on portfolio company investments. Depending on the circumstances, there may be a lag of as long as 12 fiscal quarters between the occurrence of an event giving rise to an obligation to pay
incentive fees to the investment adviser and the payment of such incentive fees. Therefore, investors who acquire our shares of common stock after this offering may pay indirectly to our investment adviser incentive fees in respect of income or
capital gains that were received by or paid to the Fund prior to such investor becoming a stockholder in us. As a result, such investors may not participate in the income or capital gains giving rise to such indirect expense.”

(d)
include in the “Summary” section narrative disclosure regarding circumstances that would give rise to a deferral of incentive fees under the Incentive Fee
Cap or Deferral Mechanism in the Investment Advisory Agreement; and

 Response:

As requested, the Fund has added the following disclosure under the caption “Summary—Investment Advisory Agreement—Incentive Fee Cap or
Deferral Mechanism”:

 “For example, we may realize capital losses in a given fiscal quarter which could cause the Income-based
Incentive Fee accrued in such quarter to exceed the Incentive Fee Cap. As a result, the Incentive Fee Cap or Deferral Mechanism would prevent us from paying any incentive fees that are in excess of the Incentive Fee Cap in that fiscal quarter.
Assuming that the Fund then realizes income in the form of interest and dividend payments on portfolio investments and realizes capital gains in future fiscal quarters, the Incentive Fee Cap as of a future fiscal quarter may exceed the amount of
incentive fees owed during such fiscal quarter, which would enable the Fund to pay all or some portion of the incentive fees to the investment adviser that were deferred during the Incentive Fee Look-back Period. Under these circumstances, our
Incentive Fee Cap or Deferral Mechanism may have the effect of causing the Fund, and indirectly the Fund’s stockholders, to pay incentive fees to our investment advisor both with respect to currently accrued income and capital gains but also
with respect to some portion of the incentive fees deferred in prior periods.”

 Edward P. Bartz

November 19, 2012

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5

(e)
include an additional numerical example illustrating the effect of the high water mark and deferral concepts under the caption “The Adviser and the
Administrator – The Investment Advisory Agreement – Examples of Quarterly Incentive Fee Calculation.”

 With
respect to (e), the Fund has added the following example:

 Example 3: Application of the Incentive Fee Cap and Deferral Mechanism:

 Assumptions

•

 In each of Years 1 through 4 in this example, as well as in each preceding year from the date of this Offering, Pre-Incentive Fee Net Investment Income
equals $40.0 million per year, which we recognized evenly in each quarter of each year and paid quarterly. This amount exceeded the hurdle rate and the requirement of the “catch-up” provision in each quarter of such year. As a result, and
the annual income related portion of the incentive fee, before the application of the Incentive Fee Cap and Deferral Mechanism in any year is $8.0 million ($40.0 million multiplied by 20%), and the cumulative income related portion of the incentive
fee before the application of the incentive fee cap and deferral mechanism over any Incentive Fee Look-back Period prior to any payment of incentive fees during such year is $16.0 million ($8.0 million multiplied by two). All income-related
incentive fees were paid quarterly in arrears.

•

 In each year preceding Year 1, we did not generate realized or unrealized capital gains or losses, no capital gain-related incentive fee was paid and
there was no deferral of incentive fees.

•

 Year 1: We did not generate realized or unrealized capital gains or losses.

•

 Year 2: We realized a $30.0 million capital gain and did not otherwise generate realized or unrealized capital gains or losses.

•

 Year 3: We recognized a $5.0 million unrealized capital depreciation and did not otherwise generate realized or unrealized capital gains or losses.

•

 Year 4: We realized a $6.0 million capital gain and did not otherwise generate realized or unrealized capital gains or losses.

 Edward P. Bartz

November 19, 2012

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6

Income Related Incentive
Fee Accrued Before
Application of Incentive Fee
Cap or Deferral Mechanism

Capital Gains Related
Incentive Fee Accrued Before
Application of Incentive Fee
Cap or Deferral Mechanism

Incentive Fee Cap

Incentive Fees Paid and
Deferred

 Year 1

$8.0 million ($40.0 million multiplied by 20%)

None

$8.0 million (20% of Cumulative Pre-incentive Fee Net Return during Incentive Fee Look-back Period of $120.0 million less $16.0 million of cumulative incentive fees
paid)

Incentive fees of $8.0 million paid; no incentive fees deferred

 Year 2

$8.0 million ($40.0 million multiplied by 20%)

$6.0 million (20% of $30.0 million)

$14.0 million (20% of Cumulative Pre-incentive Fee Net Return during Incentive Fee Look-back Period of $150.0 million ($120.0 million plus $30.0 million) less $16.0 million of
cumulative incentive fees paid)

Incentive fees of $14.0 million paid; no incentive fees deferred

 Year 3

$8.0 million ($40.0 million multiplied by 20%)

None (20% of cumulative net capital gains of $25.0 million ($30.0 million in cumulative realized gains less $5.0 million in cumulative unrealized capital depreciation) less $6.0
million of capital gains fee paid in Year 2)

$7.0 million (20% of Cumulative Pre-incentive Fee Net Return during Incentive Fee Look-back Period of $145.0 million ($120.0 million plus $25.0 million) less $22.0 million of
cumulative incentive fees paid)

Incentive fees of $7.0 million paid; $8.0 million of incentive fees accrued but payment restricted to $7.0 million by the Incentive Fee Cap; $1.0 million of incentive fees
deferred

 Year 4

$8.0 million ($40.0 million multiplied by 20%)

$0.2 million (20% of cumulative net capital gains of $31.0 million ($36.0 million cumulative realized capital gains less $5.0 million cumulative unrealized capital depreciation)
less $6.0 million of capital gains fee paid in Year 2)

$9.2 million (20% of Cumulative Pre-incentive Fee Net Return during Incentive Fee Look-back Period of $151.0 million ($120.0 million plus $31.0 million) less $21.0 million of
cumulative incentive fees paid)

Incentive fees of $9.2 million paid ($8.2 million of incentive fees accrued in Year 4 plus $1.0 million of deferred incentive fees); no incentive fees deferred

 Edward P. Bartz

November 19, 2012

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7

 4. Amend the Prospectus Summary to include supplementary cautionary language to investors that they
should not expect to receive yields on their investments equal to those calculated on the current portfolio and to reflect that the yields provided in Amendment 2 are calculated on a gross basis without giving effect to expenses incurred.

 Response:

 As
requested, the Fund has added the following cautionary language under “Prospectus Summary – WhiteHorse Finance:”

 “You
should note, however, that these yield calculations reflect gross investment returns with respect to our investments as of September 30, 2012 and do not reflect any reduction of such returns to reflect the corresponding expenses that we
incurred during the fiscal period ending on such date. Accordingly, investors in our common stock will receive a net yield in the form of cash distributio