SEC Division of Investment Management staff letter: Prospect Capital Corporation - Omission of Shareholder Proposal Submitted by Camilla Cane — SEC — US

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
ONE MANHATTAN WEST FIRM/AFFILIATE OFFICES NEW YORK 10001-8602 ----------- ________ BOSTON CHICAGO TEL: (212) 735-3000 HOUSTON FAX: (212) 735-2000 LOS ANGELES PALO ALTO www.skadden.com WASHINGTON, D.C. WILMINGTON ----------- DIRECT DIAL 212-735-3406 BEIJING BRUSSELS 617-573-4836 FRANKFURT DIRECT FAX HONG KONG 917-777-3406 LONDON 617-305-4836 MOSCOW EMAIL ADDRESS MUNICH MICHAEL.HOFFMAN@SKADDEN.COM KENNETH.BURDON@SKADDEN.COM PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO June 23, 2020 VIA ELECTRONIC MAIL (IMshareholderproposals@sec.gov) U.S. Securities and Exchange Commission Office of the Chief Counsel Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 RE: Prospect Capital Corporation Securities and Exchange Act of 1934 – Rule 14a-8 Omission of Stockholder Proposal Submitted by Camilla C. Cane Ladies and Gentlemen:
We are writing on behalf of Prospect Capital Corporation (the "Company"), pursuant to Rule 14a-8(j) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), to request that the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") concur with the Company's view that, for the reasons stated below, the stockholder proposal and supporting statement (collectively, the "Proposal") of Camilla C. Cane (the "Proponent") may be properly omitted from the proxy materials (the "Proxy Materials") to be distributed by the Company in connection with its 2020 annual meeting of stockholders (the "Annual Meeting"). In accordance with Staff Legal Bulletin No. 14D (Nov. 7, 2008), this letter and its attachments are being emailed to imshareholderproposals@sec.gov. In accordance with Rule 14a-8(j)(1), a copy of this letter and its attachments are being sent simultaneously to the

Office of the Chief Counsel
Division of Investment Management
June 23, 2020
Proponent. We take this opportunity to inform the Proponent that if the Proponent elects to submit correspondence to the Commission or the Staff with respect to the Proposal or this letter, a copy of that correspondence should be furnished concurrently to the undersigned on behalf of the Company pursuant to Rule 14a-8(k) and Staff Legal Bulletin No. 14D. We request that such copy be emailed to us at michael.hoffman@skadden.com and kenneth.burdon@skadden.com. The Company advises that it intends to begin distribution of its definitive Proxy Materials on or after September 11, 2020. Accordingly, pursuant to Rule 14a-8(j), this letter is being submitted not less than 80 days before the Company currently intends to file its definitive Proxy Materials with the Commission. BACKGROUND The Company received the Proposal, which was accompanied by a cover letter dated May 8, 2020, by mail on May 18, 2020. A copy of the Proposal and related correspondence is attached hereto as Exhibit A. A copy of the United States Postal Service tracking information evidencing delivery of the Proposal on May 18, 2020 is attached hereto as Exhibit B. BASIS FOR EXCLUSION The Proposal may be properly excluded from the Proxy Materials pursuant to Rule 14a-8(e)(2) because it was received after the deadline for submitting proposals. Under Rule 14a-8(e)(2), a proposal submitted with respect to a company's regularly scheduled annual meeting must be received "at the company's principal executive offices not less than 120 calendar days before the date of the company's proxy statement released to shareholders in connection with the previous year's annual meeting." A different deadline applies "if the company did not hold an annual meeting the previous year, or if the date of this year's annual meeting has been changed by more than 30 days from the date of the previous year's meeting." Rule 14a-8(f)(1) permits a company to exclude a shareholder proposal from its proxy materials without providing the proponent with a notice of deficiency "if the deficiency cannot be remedied, such as if [the proponent] fail[s] to submit a proposal by the company's properly determined deadline." As elaborated by the Staff in Staff Legal Bulletin No. 14F (October 18, 2011): "The company does not need to provide the shareholder with a notice of defect(s) if the defect(s) cannot be remedied. In the example provided in the question, because the shareholder cannot remedy this defect after the fact, no notice of the defect would be required. The same would apply, for example, if . . . the shareholder failed to submit a proposal by the company's properly determined deadline."

Office of the Chief Counsel
Division of Investment Management
June 23, 2020
The Staff has made it clear that it will strictly enforce the deadline for submission of proposals without inquiring as to the reasons for failure to meet the deadline, even in cases where the proposal is received only a few days late. See, e.g., CoreCivic, Inc. (Jan. 2, 2018) (proposal received one day after the submission deadline); Wal-Mart Stores, Inc. (Mar. 26, 2010) (proposal received one day after the submission deadline, even though it was mailed five days prior to the deadline); Johnson & Johnson (Jan. 13, 2010) (proposal received one day after the submission deadline, even though it was dated two days prior to the deadline); Wal-Mart Stores, Inc. (Feb. 13, 2017) (proposal received six days after the submission deadline); City National Corp. (Jan. 17, 2008) (proposal received one day after the deadline, even though it was dated and mailed one week earlier). The Company first mailed its proxy statement for the Company's 2019 annual meeting of stockholders, held on December 3, 2019 (the "2019 Annual Meeting"), on or about September 19, 2019 (the "Company's 2019 proxy statement"). Although the Company's board of directors has yet to resolve upon the actual date of the Annual Meeting, it will be held within 30 days of the date of the 2019 Annual Meeting. Accordingly, pursuant to Rule 14a-8(e)(2), all stockholder proposals were required to be received by the Company not less than 120 calendar days before the date the Company's 2019 proxy statement was released to stockholders. Consistent with the requirements of Rule 14a-8(e)(2) and Rule 14a-5(e), this deadline was disclosed in the Company's 2019 proxy statement under the caption "Submission of Stockholder Proposals," which states that proposals of stockholders intended to be considered at the Annual Meeting must have been received by the Company "not later than May 13, 2020." As indicated above, the Company received the Proposal on May 18, 2020, five days after the deadline. Since the Proposal was not submitted in a timely fashion, the Company was not required to notify the Proponent of such deficiency since it cannot be remedied. We respectfully request the Staff's concurrence with the Company's view that the Proposal may be excluded from the Proxy Materials because the Proposal was not submitted to the Company by the deadline calculated pursuant to Rule 14a-8(e)(2).

Office of the Chief Counsel
Division of Investment Management
June 23, 2020
CONCLUSION
Based upon the foregoing analysis, and without addressing or waiving any other possible grounds for exclusion, we respectfully request that the Staff concur that it will take no action if the Company excludes the Proposal from its Proxy Materials. Should the Staff disagree with the conclusions set forth in this letter, or should any additional information be desired in support of the Company’s position, we would appreciate the opportunity to confer with the Staff concerning these matters prior to the issuance of the Staff’s response. Please do not hesitate to contact the undersigned at (212) 735-3406 (Mr. Hoffman) or (617) 573-4836 (Mr. Burdon). Very truly yours, ____________________ ____________________ Michael K. Hoffman Kenneth E. Burdon cc: Kristin Van Dask, Prospect Capital Corporation

EXHIBIT A

,
.. .,
,
I
I
_ --

.. }
\
I
I ' I
,
I l
I
I
\

--- i•

.._J
c::J
, k-'
..D
....
er s:
c::J c::J
0 c::J
0
UJ s:
r'
'
~., ~
.&:
rr ,:( . UJ ,~j
) ' t
~ Q
~ r;, ~ "'\ .. ' { ~
~ ~
~
'

' -- ----
I

I
• ••
Camilla C. Cane
May 8, 2020
Corporate Secretary c/o Prospect Capital Corporation 10 East 40th Street, 42nd Floor New York, NY 10016 Dear Ms. Secretary:
As a qua I ified shareholder, and in compliance with the conditions set forth in the Prospect Capital Corporation proxy statement and Prospect Capital Corporation's Corporate Bylaws, I am submitting the attached shareholder resolution with the intent for it to be included in Prospect Capital Corporation's proxy announcing the next Annual Shareholder's meeting which is expected to be held in December, 2020. I have asked Mark S. Cane to act as my proxy and represent me at the next Prospect Capital Corporation annual meeting. I have also asked him to present the attached shareholder resolution at that meeting for me. In addition, if Mar k .S,Cane were to nominate himself for election to the board of directors at this meeting, I would support his candidacy. I am not an "interested person" of the Corporation, as defined by the Investment Act of 1940. The attached shareholder resolution calls for the following:
"In order to improve PSEC's market competiveness, improve shareholder returns, and make PSEC more attractive as an in~estment 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 BOC industry norm." The reason this resolution is being proposed is because I believe if it were approved by fel low shareholders, and approved and implemented by the Prospect Capital Board, it will help to improve the total financial returns Prospect Capital delivers to all shareholders as well as attract new institutional and individual investors. As of today, I individually own 9,700 shares of Prospect Capital common stock, all of which were '

I
, , I • ry , y o e than year as of May 8, 2020. The cost per share column from the brokerage report has been adjusted to reflect the payment of dividends characterized as returns ofcapital, when appropriate. I intend to continue to own these shares at least through the date of the 2020 Annual Meeting of Prospect Capital Corporation shareholders. In addition, I jointly own with my husband Mark S. Cane, 70,000 shares ofProspect Capital common stock, all of which were purchased for stock price appreciation and dividend income, in the following accounts. As above, the cost per share column has been adjusted to reflect the payment of dividends characterized as returns of capital when appropriate:
I have not engaged in any of the activities outlined in Section 11 (3)(iii)(C) of Prospect Capital's Bylaws. My understanding is that Mark S. Cane and Michelle H. Bronsted, with whom I am associated, have not engaged in any such activity either. Bylaws Section 11{3 )(iii)( D) does not apply to me either and to the best of my knowledge it does not apply to Mark S. Cane and Michelle H. Bronsted, with whom I am associated. The address of Mark S. Cane and Michelle H. Bronsted, who are associated with me, hey have told me that they support my resolution. My understanding is that their investment strategy or objective with regard to Prospect Capital is to maximize total shareholder return through increased stock price and growing dividend income. At this time I am unaware of any other Prospect Capital stock holders who are in support of my shareholder resolution. Please let me know if you need additional information. Sincerely Attachm

Shareholder resolution from Camilla Cane
"Prospect Capital (PSEC) is an externally managed Business Development Company (BDC). Prospect Capital Management LP. has been the longstanding Investment Advisor. The PSEC Board supervises and negotiates a management agreement with the Advisor, including management fees, incentive fees, and expenses that are major drivers of company performance and competitiveness. The current agreement calls for the Advisor to be paid an annual fee structure of 2.0% of total assets. In addition the agreement calls for the Advisor to receive a two part incentive fee as specified in the PSEC 10K that, basically, with articulated conditions, approximates 20% of pre-investment fee net investment income. The external Advisor compensation structure in the BDC industry has been evolving in recent years in a way that is friendlier for shareholders. The "standard" fee/incentive structure which used to be basically 2%/20% has evolved into one that is basically 1.5%/17.5%, and l.5%/15% in many cases, with more shareholder friendly total return hurdles and look-backs. Golub BDC has adopted a 1.375% base management fee. In addition, it has become standard practice within the industry to take the 61(a)(2) election that reduces the asset coverage requirement from 200% to 150%. PSEC shareholders approved this election in May of 2020. It has become standard practice in the BDC industry such as with companies ranging from Ares Capital, TCG BDC, TPG Specialty Lending, Solar Capital, and Blackrock TCP Capital, to Apollo Investment and Black Rock Capital Investment, to accompany the assumption of this election with a reduction in the base management fee to 1.0% on assets that exceed 200% of net asset value. (Information source: Company l0Ks) PSEC's management/incentive fee agreement exceeds industry norms. It would be easier to accept a fee/incentive structure that exceeds BDC industry norms ifthe Advisor produced shareholder returns that exceeded industry performance. Unfortunately, that has not the case with PSEC. The Wilshire BDC Index (WBDCI) consists of the 34 largest publically traded BDCs and PSEC, at 7%, was the 5th largest component as of 12/31/19. During the 10 calendar year period ending 12/31/19 the average annual total shareholder return (dividends plus stock price appreciation) generated by the WBDCI was 10.1% compared to 8.3% for PSEC. For 5 year period ending 12/31/19 the WBDCI return averaged 7.9% compared to 3.5% for PSEC. For the calendar year 2019 the WBDCI return was 28.3% compared to 6.3% for PSEC. (WBDCI information source: https://wilshire.com/Portals/0/analytics/indexes/factsheets/wilshire-business-development-company-index-fact-sheet.pdf, PSEC information source: lOKs) 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. Please vote YES:"

7.5499
Investment Detail - Equities (continued)
Quantity
Equities (continued) Units Purchased
PROSPECT CAPITAL CO 9,700.0000
SYMBOL: PSEC 500.0000
Market Price
Cost Per Share
4.25000
10.1899
10.2699
10.4959
8.2199
7.8399
7.5699
7.6199
0/oof
Account
Market Value �ssets
Cost Basis Acquired
41,225.00 68%
5,094.99 1 06/03/13
5,134.99 I 05/07/14
5,247.99 1 05/07/14
4,109.99 I 12/30/14
3,919.99 1 06/01/15
3,784.99 1 06/05/15
3,809.99 I 06/05/15
Unrealized Estimated Estimated
Gain or (Loss) Yield Annual Income
(31,216.04) 16.94% 6,984.00
(2,969.99)
(3,009.99)
(3,122.99)
(1,984.99)
(1,794.99)
(1,659.99)
(1,684.99)
3,774.99 1 500.0000 06/08/15 (1,649.99)
Cost Basis
500.0000
400.0000
500.0000
300.0000
500.0000
1,000.0000
1,000.0000
7.4399
6.6949
6.7298
9.1231
6.3409
6.4439
6.2339
6.1939
6.2969
6.1600
3,719.99 1 06/09(15
2,677.99 1 12/11/15
3,364.94 1 01/11/16
2,736.95 I 05/04(17
3,170.45 1 01/31/18
3,221.95 I 01/31/18
3,116.95 1 02/05(18
3,096.95 I 12/17(18
6,296, 95 I 05/31/19
6,160.00 02125(20
72,441.04
(1,594.99)
(977.99)
(1,239.94)
(1,461.95)
(1,045.45)
(1,096.95)
(991.95)
(971.95)
(2,046.95)
(1,910.00)

% of
Account Unrealized Estimated Estimated
Quantity Market Price Market Value Assets Gain or (Loss) Yield Annual Income Equities (continued) Units Purchased Cost Per Share Cost Basis Acquired Holding Days Holding Period

- -- ' ...... . '.,.. ~·
  Cost Basis --··-- ···- ,.,..,._, UC:'U VI VIUt:IIU : 'If :;),UU PROSPECT CAPITAL CO !Ml 36 ,500.0000 4.25000 155,125.00 30% (76,592.8~1 16.94% 26,280.00 SYMBOL: PSEC 2,000.0000 6.7024 13,404.95 10/03/ 17 (4,904.95) 910 Long-Term 2,000.0000 6.7024 13,404.95 10/06/17 (4,904.95) 907 Long-Term 1,500.0000 6.6133 9,919.95 10/10/17 (3,544.95) 903 Long-Term 1,500.0000 6.5633 9,844.95 10/11 / 17 (3,469.95) 902 Long-Term 1,500.0000 6.2233 9,334.95 10/12/17 (2,959.95) 901 long-Term 1,500.0000 6.2333 9,349.95 10/ 12/ 17 (2,974.95) 901 Long -Term 1,500.0000 6.2533 9.379,95 10/ 12/17 (3,004.95) 901 l ong-Term 1,500.0000 6.3433 9,514.95 10/ 12/17 (3,139.95) 901 Long-Term 2,000.0000 6.0524 12,1 04.95 10/25/17 (3,604.95) 888 Long-Term 2,000.0000 6.0919 12.183.95 10/25/17 (3.683.95) 888 Long-Term
  2.000.0000 6.6424 13.284.95 12/07/17 (4,784.95) 845 Long-Term
  1.500.0000 6.6433 9,964.95 01 /30/ 18 (3,589.95) 791 Long-Term
  1,500.0000 6.3333 9,499.95 01 /31/18 (3,124.95) 790 Long-Term

% of
Unrealized Estimated Es timated Account
Quan tity Market Price Market Value Assets Gain or (Loss) Yie ld Annual Income Equities (continued) Units Purchased Cost Per Share Cost Basis Acquired Ho l d ing Days Holding Period PROSPECTCAPITALCO I~ 1 ,500.0000
6.4433 9,664.95 01
/31
/18
(3,289.95) 790 Long-Term
1
,500.0000 6.5633 9,844.95 01
/31 /1 8
(3,469.95) 790 Long-Term
1
,500.0000 6.1633
9
,244.95 02
/05
/18
(2,869.95) 785 Long-Term
1,500
.0000
6
.2233 9,334.95 02
/05/18
(2,959.95) 785 Long-Term
1
,000
.0000 6.5349 6,534.95 03/1
2
/18
(2,284.95) 750 Lohg-Term
1
,000
.0000 6.4349 6,434
.95 04/1
3
/18
(2,184.95)
7
18 Long-Term
500.0000 6.3899
3
,194
.95 12/1
4
/18
(1,069.95) 473 Lon g-Term
1,000.0000
6
.1449
6
,144
.95 12/1
7
/18
(1,894.95) 470 Long-Term
1,000.0000 6.2949
6
,294.95 05
/31
/19
(2,044.95) 305 Short-Te rm
1,000
.0000 6.3749
6,374.95 05
/31
/19 (2
,124.95) 305 Short-Term
1,000.0000 6.1500 6,150.00 02
/25
/20
(1,900.00) 35 Short-Term
1
,000
.0000 5.8900
5
,890.00 02
/27/20
(1,640.00) 33 Short
-Te rm
1,000.0000 5.4150 5,415.00 03
/06/20
(1,165.00) 25 Short
-Term
Cost Basis 231,717.85

-
PROSPECT CAPITAL CORP 33,500 -- 7.8390 262,604.91 3.9950 133,832.50 -128,772.41 -49.04 Multiple 500 07126/07 15.8672 7,933.59 - 3.9950 1,997.50 -5,936.09 -74.82 Lo 500 04127/10 11.2346 5,617.28 - 3.9950 1,997.50 -3,619.78 -64.44 Lo 500 05121 /10 9.3445 4,672.27 -- 3.9950 1,997.50 -2,674.77 -57.25 Lo 500 07101/10 8.9431 4,471.57 - 3.9950 1,997.50 -2,474.07 -55.33 Lo 500 06/15/11 10.8133 5,406.63 -- 3.9950 1,997.50 -3,409.13 -63.05 Lo 500 06121/11 10.0033 5,001.64 -- 3.9950 1,997.50 -3,004.14 -60.06 Lo 500 07/05/11 9.8965 4,948.25 -- 3.9950 1,997.50 -2,950.75 -59.63 Lo 500 07/18/11 9.7165 4,858.26 ·- 3.9950 1,997.50 -2,860.76 -58.88 Lo 500 07/28/11 9.3492 4,674.62 -- 3.9950 1,997.50 -2,677 12 -5727 Lo 500 07129/11 90598 4,529.88 - 3.9950 1,997.50 -2,532.38 -55.90 Lo 500 07/29/11 9.0297 4,514.87 -- 3.9950 1,997.50 -2,517.37 -55.76 Lo 500 08/04/11 8.7698 4.384.88 -- 3.9950 1,997.50 -2,387.38 -54.45 Lo 500 08/05/11 8.0897 4,044.87 - 3.9950 1.997.50 -2,047.37 -50.62 lcr 500 05/07/14 10.4960 5,248.00 -- 3.9950 1,997.50 -3,250.50 -6194 Lo 500 05/07/14 10.2660 5,133.00 -- 3.9950 1,997.50 -3,135.50 -61 .09 Lo 500 05/08/14 10.2260 5,113.00 -- 3.9950 1,997.50 -3,115.50 -60.93 Lo

500 05/13/14 9.9460 4,973.00 -- 3.9950 1,997.50 -2,975.50 -59.83 Lo 500 05/13/14 9.8110 4,905.50 -- 3.9950 1,997.50 -2,908.00 -59 28 Lo 500 05/13/1 4 9.4458 4,722.90 -- 3.9950 1,997.50 -2,725.40 -57 71 Lo 500 05/13/14 9.3756 4,687.80 -- 3.9950 1,997.50 -2,690.30 -57.39 Lo 500 09/30/14 9.92 4,960.00 -· 3.9950 1,997.50 -2,962.50 -59.73 Lo 1,000 10/10/14 9.4190 9,419.00 - 3.9950 3,995.00 -5,424.00 -57 59 Lo 500 12/04/14 9.0960 4,548.00 -- 3.9950 1,997.50 -2,550.50 -56.08 Lo 500 12/04/14 8.9360 4,468.00 -- 3.9950 1,997.50 -2,470.50 -55.29 Lo 500 12/08/14 8.0860 4,043.00 -- 3.9950 1,997.50 -2,045.50 -50.59 Lo 500 06/01/15 7.8360 3,918.00 -- 3.9950 1,997.50 -1,920.50 -49.02 Lo 500 06/05/15 7.6160 3,808.00 -- 3.9950 1,997.50 -1,810.50 -47.54 Lo 500 06/05/15 7.5660 3,783.00 -- 3.9950 1,997.50 -1,785.50 -47.20 Lo 500 06/08/15 7.5460 3,773.00 -- 3.9950 1,997.50 -1,775.50 -47.06 Lo 500 06/09/15 7.4360 3,718.00 - 3.9950 1,997.50 -1,720.50 -46.27 Lo 500 06/09/15 7.3560 3,678.00 3.9950 1,997.50 -1,680.50 -45.69 Lo 500 06/09/15 7.2860 3,643.00 -- 3.9950 1,997.50 -1,645.50 -45.17 Lo 500 06/09/15 7.2360 3,618.00 -- 3.9950 1,997.50 -1,620.50 -44.79 Lo 500 06/10/15 7.2210 3,610.50 - 3.9950 1,997.50 -1,613.00 -44.68 Lo 1,000 08/24/15 6.7680 6,768.00 -- 3.9950 3,995.00 -2,773.00 -40.97 Lo

1,000 12/09/15 6.7980 6,798.00 -- 3.9950 3,995.00 -2,803.00 -41.23 Lo 1,000 12/11/15 6.6780 6,678.00 -- 3.9950 3,995.00 -2,683.00 -40.18 Lo 1,000 12/14/15 6.4572 6,457.20 -- 3.9950 3,995.00 -2,462.20 -38.13 Lo 1,000 12/14/15 6.2179 6,217.90 -- 3.9950 3,995.00 -2,222.90 -35.75 Lo 1,000 01/11/16 6.6880 6,688.00 -- 3.9950 3,995.00 -2,693.00 -40.27 Lo 1,000 01/12/16 6.3780 6,378.00 -- 3.9950 3,995.00 -2,383.00 -37 36 Lo 1,000 01/14/16 5.7979 5,797.90 -- 3.9950 3,995.00 -1,802.90 -31.10 Lo 1,000 01/20/16 5.7580 5,758.00 -- 39950 3,995.00 -1,763.00 -30.62 Lo 1,000 01/20/16 5.6379 5,637.90 -- 3.9950 3,995.00 -1,642.90 -29.14 Lo 1,000 01/30/18 6.6369 6,636.95 - 3.9950 3,995.00 -2,641 .95 -39.81 Lo 1,000 01/31/18 6.4369 6,436.95 - 3.9950 3,995.00 -2,441.95 -37.94 Lo 1,000 01/31/18 6.3319 6,331.95 -- 3.9950 3,995.00 -2,336.95 -36.91 Lo 1,000 03/21 /18 6.4970 6,496.95 -- 3.9950 3,995.00 -2,501.95 -38.51 Lo 1,000 05/31 /19 6.3969 6,396.95 -- 3.9950 3,995.00 -2,401.95 -37.55 Sh 1,000 05/31/19 6.2969 6,296.95 - 3.9950 3,995.00 -2,301.95 -36.56 Sh

May 8, 2020
Corporate Secretary c/o Prospect Capital Corporation 10 East 40th Street, 42nd Floor New York, NY 10016 Re: Confirmation of Share Ownership Dear Ms. Secretary:

Important Information about your recent request Dear Camilla Cane, We are writing to confirm the below information per your request.

May 8, 2020
Corporate Secretary c/o Prospect Capital Corporation 10 East 40th Street, 42nd Floor New York, NY 10016 Re: Confirmation of Share Ownership Dear Ms. Secretary:

EXHIBIT B

5/19/2020 USPS.com® - USPS Tracking® Results
FAQs> USPS Tracking•
Track Another Package +
Track Packages
Anytime, Anywhere
Get the free Inform, ,d Delivery® feature to receive automated notific2 iions on your packages Learn More (https://reg.usps.com/xHI? app:UapsTO<>ls&,91-tlo nopagoBanner&appURL=https%3A% 2F%2finlonnoddellvery.uaps.com/box/pagM/lnlto/S1art.action) Remove X Tracking Number: 7019164000003414 7 463 Your item was delivered to the front desk, reception area, or mail room at 2:44 pm on May 18, 2020 in NEW YORK, NY 10016. @/Delivered May 18, 2020 at 2:44 pm Delivered, Front Desk/Reception/Mail Room NEW YORK, NY 10016 Get Updates v V Text &Email Updates Tracking History May 1 &, 2!;)20, 2:44 pm Delivered, Front Desk/Reception/Mail Room NEW YORK, NY 10016 Your item was delivered to the front desk, reception area, or mail room at 2:44 pm on May 18, 2020 in NEW YORK, NY 10016. May 1~. 2!;)20, 8':;;IQ am Out for Delivery NEW YORK, NY 10016 May 1S, 2!;)20, 8':1@ am Arrived at Unit NEW YORK, NY 10016 May16,2D20 In Transit to Next Facility May 12, 2D20, 9:50 pm Departed USPS Regional Destination Facility NEW YORK NY DISTRIBUTION CENTER May 11 , 2020, 10:5& am Arrived at USPS Regional Destination Facility NEW YORK NY DISTRIBUTION CENTER https://tools.usps.com/go/TrackConfirmAction?qtc_tLabels 1=70191640000034147 463 1/2

5/19/2020 USPS.com® - USPS Tracking® Results
May S, 2020, 11:41 pm
Departed USPS Regional Facility
MILWAUKEE WI PROCESSING CENTER
May 8, 2D2D, 8:37 pn
Arrived at USPS Regional Origin Facility
MILWAUKEE WI PROCESSING CENTER
May S. 2020, 5:02 pn
Departed Post Office
HARTLAND, WI 53029
May S. 2020, 3:0C> PTI
USPS in possession of item
HARTLAND, WI 53029
V Product Information
See Less A
Can't find what you're looking for?
Go to our FAQs section to find answers to your tracking questions.
FAQs https://tools.usps.com/go/TrackConfirmAction?qtc_tLabels 1=70191640000034147 463 2/2

SEC Division of Investment Management staff letter: Prospect Capital Corporation - Omission of Shareholder Proposal Submitted by Camilla Cane

Resources

Incoming Request Letter from Prospect Capital Corporation, June 23, 2020