TICC CAPITAL CORP.
8 Sound Shore Drive, Suite 255
Greenwich, CT 06830
(203) 983-5275
February 28, 2012
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street N.E.
Washington, DC 20549
Attn: Mr. Kevin C. Rupert
Re: | TICC Capital Corp. |
Registration Statement on Form N-2 (File No. 333-172214)
Dear Mr. Rupert:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, TICC Capital Corp. (the Company) respectfully requests acceleration of effectiveness of the above-captioned registration statement (the Registration Statement), including all amendments thereto, to 3:00 p.m., Eastern Time, on February 28, 2012 or as soon thereafter as possible.
In connection with the submission of the Companys request for accelerated effectiveness of the above-referenced Registration Statement, the Company hereby acknowledges that:
| the Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| should the Securities and Exchange Commission (the Commission) or the staff thereof (the Staff), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| the Company 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. |
TICC CAPITAL CORP. | ||
By: | /s/ Jonathan H. Cohen | |
Jonathan H. Cohen | ||
Chief Executive Officer |