Prospect Capital Corporation - Omission of Shareholder Proposal Submitted by Camilla Cane

August 10, 2020

Via E-Mail

Mr. Michael K. Hoffman, Esq.

Mr. Kenneth E. Burdon, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036-6522
michael.hoffman@skadden.com
kenneth.burdon@skadden.com

Re: Prospect Capital Corporation
Omission of Shareholder Proposal Submitted by Camilla Cane

Dear Messrs. Hoffman and Burdon:

In a letter dated June 23, 2020, on behalf of Prospect Capital Corporation (the “Company”), you requested confirmation from the staff of the Division of Investment Management (“IM”) that it would not recommend enforcement action to the Securities and Exchange Commission (the “Commission”) if a shareholder proposal and supporting statement (the “Proposal”) submitted by Camilla Cane (the “Proponent”) on May 18, 2020 is excluded from the proxy materials for the Company’s 2020 Annual Meeting (the “Proxy Materials”). The Proposal provides:

Resolution: In order to improve PSEC’s market competiveness, improve shareholder returns, and make PSEC more attractive as an investment to prospective new institutional and individual shareholders, shareholders request that our Board negotiates a fee and incentive structure with the Advisor as soon as

possible that, at their discretion and in accord with their fiduciary obligation to shareholders, is comparable to what has become the competitive BDC industry norm.

The Company maintains that the Proposal may be excluded from the Proxy Materials pursuant to Rule 14a-8(e)(2) because the Company received the Proposal after the deadline for submitting proposals.

We are unable to concur in your view that the Company may exclude the Proposal from the Proxy Materials under Rule 14a-8(e)(2). We are unable to conclude that the Company received the Proposal after the deadline for submitting proposals. Accordingly, we cannot assure the Company that we would not recommend enforcement action if the Company excludes the Proposal from its Proxy Materials in reliance on Rule 14a-8(e)(2).

Attached is a description of the informal procedures IM follows in responding to shareholder proposals. You may contact imshareholderporposals@sec.gov if you have any questions.

Attachment

cc: Camilla Cane