August 10, 2020

Via E-Mail

Michael K. Hoffman
Kenneth E. Burdon
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
michael.hoffman@skadden.com
kenneth.burdon@skadden.com

Re: Prospect Capital Corporation

Dear Messrs. Hoffman and Burdon:

This is in regard to your letter dated June 23, 2020 concerning the shareholder proposal submitted by Mark S. Cane for inclusion in Prospect Capital Corporation’s proxy materials for its upcoming annual meeting of stockholders. Your letter indicates that the proponent has withdrawn the proposal and that Prospect Capital Corporation therefore withdraws its June 23, 2020 request for a no-action letter from the Division of Investment Management. Because the matter is now moot, we will have no further comment.

Copies of all of the correspondence related to this matter will be made available on our website at https://www.sec.gov/investment/investment-management-no-action-letters. For your reference, a brief discussion of the Division’s informal procedures regarding shareholder proposals is also available at the same website address.

Attachment

cc: Mark S. Cane