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Additional definitive proxy soliciting materials filed by non-management and Rule 14(a)(12) material

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14-a6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Under §240.14a-12

TICC Capital Corp.
(Name of Registrant as Specified In Its Charter)

NexPoint Advisors, L.P.
Dr. Bob Froehlich
John Honis
Timothy K. Hui
Ethan Powell
William M. Swenson
Bryan A. Ward
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

____________________________________________________________________________________________________

(2) Aggregate number of securities to which transaction applies:

____________________________________________________________________________________________________

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

____________________________________________________________________________________________________

(4) Proposed maximum aggregate value of the transaction:

____________________________________________________________________________________________________

(5) Total fee paid:

____________________________________________________________________________________________________

☐ Fee paid previously with preliminary materials.

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

____________________________________________________________________________________________________

(2) Form, Schedule or Registration Statement No.:

____________________________________________________________________________________________________

(3) Filing Party:

____________________________________________________________________________________________________

(4) Date Filed:

____________________________________________________________________________________________________

NexPoint Details Superior Investment Track Record within TICC Capital Corp.’s Investment Strategy

DALLAS, October 21, 2015 – NexPoint Advisors, L.P. (together with its affiliates, “ NexPoint ”) today released data detailing NexPoint’s superior past investment performance that clearly demonstrates its outperformance within the asset classes primarily underlying the investment portfolio of TICC Capital Corp. (NASDAQ: TICC) (“TICC” or the “Company”). This track record further substantiates why NexPoint is best positioned to serve TICC’s stockholders, and why TICC stockholders should protect their interests and investment by voting on the BLUE proxy card ahead of the October 27 special meeting of stockholders (the "Special Meeting").

NexPoint has developed a presentation detailing these returns, a complete copy of which is attached below. This presentation, along with other important materials for TICC stockholders, can also be found on NexPoint’s website at www.timetochangeticc.com .

The presentation highlights the following:

NexPoint’s strong performance figures stand in stark contrast to TICC’s history of underperformance. Glass Lewis & Co., an independent proxy advisor, has recommended that TICC shareholders vote on NexPoint’s BLUE Proxy Card due in part to the fact that TICC “has largely failed to generate compelling value for investors relative to comparable investment opportunities. 1

Additionally, NexPoint’s leading investment expertise in CLO and leveraged loan strategies is being made available to TICC stockholders for a lower management fee than either what is...


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