One International Place 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 617 728 7100 Main +1 617 426 6567 Fax www.dechert.com
	Thomas Friedmann   [email protected] +1 617 728 7120 Direct +1 617 275 8389 Fax

August 14, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attn: Edward P. Bartz

Ladies and Gentlemen:

On August 14, 2015, WhiteHorse Finance, Inc., a Delaware corporation (the “Fund”), filed with the Securities and Exchange Commission (the “Commission”) Post-effective Amendment No. 2 (“Amendment No. 2”) to its Registration Statement on Form N-2 filed by the Fund with the Commission on June 2, 2014 (File Number 333-196436) (the “Registration Statement”). On behalf of the Fund, we hereby respond to the comments raised by the staff of the Commission (the “Staff”) pursuant to telephone calls on July 6, 2015 and July 7, 2015, between Edward P. Bartz of the Staff and Thomas J. Friedmann of Dechert LLP, outside counsel to the Fund. For your convenience, a transcription of the Staff’s comments is included in this letter, and each comment is followed by the applicable response. Except as provided in this letter, terms used in this letter have the meanings given to them in the Registration Statement.

Prospectus Cover Page

Response: As discussed, the Fund respectfully submits that a restatement of the amount of capital under management by H.I.G. Capital, L.L.C. based upon the actual amount of capital drawn and funded as of the applicable date would be inconsistent with the disclosure requirements of Form ADV (which requires inclusion of undrawn commitments of capital in the calculation of assets under management). The Fund has revised the applicable disclosure to be consistent with the amount of assets under management as calculated for Form ADV.

United States Securities and Exchange Commission August 14, 2015 Page 2

Response: As requested, the Fund hereby agrees that, in the future, it will only issue debt securities titled “senior” debt if there exists other outstanding debt on the date of issuance which is subordinated in right of payment to the securities being issued.

Response: The Fund acknowledges that it should have filed a preliminary proxy with the Commission prior to soliciting proxies from its stockholders in connection with its 2014 annual meeting of stockholders. The Fund identified this oversight in preparing its 2015 proxy statement and submitted a preliminary proxy for review by the Commission prior to soliciting proxies from its stockholders for its 2015 stockholders’ meeting, as is appropriate under the guidance of the Staff in connection with non-routine matters such as approval of the appointment of an independent audit firm and election of directors. The Fund hereby confirms to the Staff that, while the stockholders of the Fund did approve by the margin required under the 1940 Act the Fund’s proposal to be able to issue and sell shares of common stock at a price below NAV, the Fund did not utilize such flexibility during the period covered by such approval. The Fund hereby undertakes to file a preliminary proxy statement for review by the Staff of the Commission in connection with any future submission to stockholders of any non-routine matters.

United States Securities and Exchange Commission August 14, 2015 Page 3

Response: The Fund hereby undertakes (1) to file as an exhibit to the Registration Statement an unqualified opinion of counsel with respect to the legality of any class of securities registered under the Registration Statement and (2) to make appropriate filings with FINRA so as to qualify any underwritten offerings of securities registered under the Registration Statement.

Fees and Expenses Table

Response: As requested, the Fund has restated the captioned item in the Fees and Expenses Table and revised in Amendment No. 2 the amount of base management fees incurred by the Fund to the Adviser during the applicable period on a gross basis without giving effect to any fee waiver then in effect.

Response: As requested, the Fund has recalculated and revised the amounts set forth in the Example following the Fees and Expenses Table as well as in the disclosure following the Example.

Response: As requested, the Fund has added disclosure in the Example following the Fees and Expenses Table stating that the amounts shown do not include any sales load. The Fund hereby confirms supplementally that if, in the future, the Fund issues and sells any shares of common stock under the Registration Statement with a sales load, the Fund will include in the prospectus supplement related to such issuance a revised example that reflects the effect of such sales load.

United States Securities and Exchange Commission August 14, 2015 Page 4

Risk Factors

Response: As requested, the Fund has added the requested disclosure.

Distributions

Response: The Fund respectfully submits that there has been no return of capital for any period presented in the table. Accordingly, the Fund has disclosed immediately after the table that, for all periods presented, there was no return of capital included in any distribution. If, in the future, the Fund experiences a return of capital, it will add a separate column to the table enumerating the amount of such return of capital.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Response: As requested, the Fund has included under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” the amount of total investment income of the Fund that is non-recurring. The Fund respectfully submits that it does not include non-recurring fee income in its calculation of yield and that any non-recurring fee income is treated as a one-time fee.

United States Securities and Exchange Commission August 14, 2015 Page 5

Price Range of Common Stock

Response: As requested, the Fund has revised the Price Range of Common Stock table to reflect correctly which percentages are negative. Additionally, the Fund has disclosed immediately after the table that, for all periods presented, there was no return of capital included in any distribution.

Sales of Common Stock Below Net Asset Value

Response: As requested, the Fund has added an additional column to the tables specified above setting forth the effect of a 25% Offering at a 100% Discount to NAV. The Fund has also added disclosure stating that such example is included for illustrative purposes only and that its directors would be unable to approve such an offering under Delaware law.

Portfolio Companies

Response: As requested, the Fund has provided additional information regarding the specified portfolio companies.

United States Securities and Exchange Commission August 14, 2015 Page 6

Response: As requested, the Fund has revised its Table of Investments and Consolidated Schedule of Investments to reflect the fact that NMFC Senior Loan Program I LLC is an affiliate and has included appropriate disclosure regarding such investment in the Table of Investments and in the Consolidated Schedule of Investments for the period ended June 30, 2015. In addition, the Fund undertakes to include such additional information with respect to this investment in its annual financial statements in future periods for as long as such investment exceeds the applicable reporting threshold. The Fund respectfully submits that its adviser and the board of directors of the Fund determined that, in accordance with the Fund’s established valuation procedures, the fair value of this portfolio company as of June 30, 2015 was the same as the Fund’s cost basis in such portfolio company. The Fund notes that the valuations for this investment determined by BDCA and New Mountain as of June 30, 2015, while lower than the fair value determined by the Fund, did not significantly differ from such fair value. Additionally, NMFC was selected for independent third party valuation for the quarter ended June 30, 2015, which valuation was consistent with that of the Fund’s adviser and considered by the Fund’s board of directors in its determination of the Fund’s net asset value, and modifications to the fair value of NMFC are reflected in the Fund’s interim financial statements for the three months ended June 30, 2015.

Response: As requested, the Fund has added to its Table of Investments the total percentage of Fund investments that were not in eligible portfolio companies as of June 30, 2015 and undertakes to include such disclosure for each relevant balance sheet date in the Table of Investments and in the Consolidated Schedule of Investments included in the Fund’s financial statements.

United States Securities and Exchange Commission August 14, 2015 Page 7

Response: The Fund respectfully submits that unfunded commitments of the types provided for in loan agreements with its portfolio companies are not, and should not be treated as, senior securities for purposes of determining the Fund’s compliance with the provisions of the 1940 Act and the rules and regulations thereunder. However, without conceding this point, the Fund hereby confirms that, as of June 30, 2015 (the date of the Fund’s most recent balance sheet), the Fund complied with the 200% asset coverage test set forth in Section 61 of the 1940 Act. As of such date, the Fund had total assets of $422.3 million and total liabilities and indebtedness (other than indebtedness represented by senior securities) of $11.5 million. As of such date, the Fund had unfunded commitments outstanding of $18.0 million. Thus, the ratio of the Fund’s total assets less total liabilities and indebtedness not represented by senior securities ($410.7 million) to senior securities representing indebtedness and unfunded commitments outstanding on such date ($203.5 million) was 201.8%.

As requested, the Fund hereby undertakes not to issue and sell any securities registered under the Registration Statement unless, at the time of such issuance and sale, the Fund either (i) has sufficient cash and/or liquid assets (i.e., cash and cash equivalents and liquid equities and debt securities that can be sold or disposed of in the ordinary course within seven days at approximately the value at which the asset is valued by the Fund) to cover the amount of any unfunded commitments then outstanding or (ii) meets the 200% asset coverage test set forth in Section 61 of the 1940 Act assuming, for purposes of such test, that any outstanding unfunded commitments as of such date are senior securities.

The Fund reserves the right to modify this undertaking if, at a future time, the Staff modifies its policy with respect to the treatment of unfunded commitments in a manner that provides the Fund with additional flexibility.

The Fund’s calculations of its asset coverage ratio as of December 31, 2014 and June 30, 2015 are attached as Exhibit A hereto.

United States Securities and Exchange Commission August 14, 2015 Page 8

Response: The Fund has included disclosure regarding its aggregate unfunded commitments as of each applicable balance sheet date in the footnotes to its Table of Investments and in the notes to the consolidated financial statements of the Fund. The Fund undertakes to provide a separate listing of the amount of each outstanding unfunded commitment as of the applicable balance sheet date in the notes to all future consolidated financial statements of the Fund.

Response: As requested, the Fund hereby undertakes to disclose its cost of assets, gross unrealized gain and gross unrealized loss on a tax basis as required by footnote 8 to Section 12-12 of Regulation S-X in all future audited consolidated financial statements of the Fund.

Response: As requested, the Fund has included the Senior Securities Table in the Consolidated Financial Statements of the Fund in Amendment No. 2.

United States Securities and Exchange Commission August 14, 2015 Page 9

Response: As requested, the Fund has filed the June 17, 2015 response letter to the Staff’s comments on the EDGAR system.

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The Fund hereby acknowledges that (1) it is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission, (2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to any filing and (3) the Fund may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the 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 email at [email protected]). Thank you for your cooperation and attention to this matter.

Sincerely,

/s/ Thomas J. Friedmann

Thomas J. Friedmann

Exhibit A