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

June 17, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn: Anu Dubey

Ladies and Gentlemen:

On June 6, 2016, WhiteHorse Finance Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) a preliminary Proxy Statement for its Annual Meeting of Stockholders (the “Proxy Statement”) to consider (1) a proposal to elect one director 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 Commission in a telephone conversation between Anu Dubey of the Staff and Shashi Khiani and Owen T. Williams, outside counsel to the Company, on June 14, 2016.

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.

United States Securities and Exchange Commission June 17, 2016 Page 2

The Company notes the Staff’s comment and has revised the disclosure to clarify that discretionary adjournment applies solely in the event that a quorum is not obtained.

The Company notes the Staff’s comment and has revised the Proxy Statement to disclose the date by which the Company intends to appoint an independent director to its board of directors.

The Company notes the Staff’s comment and respectfully submits that, because there is no present intention to invest in any securities which are not aligned with the interests of its stockholders, it would be misleading to include such disclosure in the Proxy Statement. In the event that the Company has such an intention, it will include such disclosure in its other public filings.

The Company notes the Staff’s comment and has revised the Proxy Statement to disclose that there is no limit on the amount below NAV at which the Company may sell its shares in each below-NAV offering.

The Company notes the Staff’s comment and respectfully 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 proposed edits would not improve the disclosure in a meaningful way for its intended recipients. Furthermore, the Company previously revised the tables specified above to set forth the effect of a 25% Offering at a 100% Discount to NAV, pursuant to comment 12 from the Staff as described in the Company’s correspondence filed with the Commission on August 14, 2015. Also, the requested disclosure is not commonly provided in the “existing stockholder” or “new investor” tables in the proxy statements of the Company’s peer business development companies.

* * * * * * * * *

United States Securities and Exchange Commission June 17, 2016 Page 3

The Company hereby acknowledges that (i) it is responsible 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 the Commission from taking any action with respect to any filing and (iii) the Company 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 617.728.7120 (or by facsimile at 617.275.8389). Thank you for your cooperation and attention to this matter.

Very truly yours,

/s/ Thomas J. Friedmann

Thomas J. Friedmann