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[Letterhead of Sutherland Asbill & Brennan LLP]

October 5, 2009

VIA E-MAIL AND EDGAR

Mr. Kevin Rupert

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Preliminary Merger Proxy Statement/Prospectus on Form N-14

(File No. 333-161764) (the “Form N-14”) filed on September 4, 2009

Dear Mr. Rupert

     We are submitting this letter to respond to accounting comments orally issued by the staff of
the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the
“SEC”) on September 25, 2009 regarding the Form N-14, which includes the preliminary merger proxy
statement of Patriot Capital Funding, Inc. (“Patriot”) therein, filed by Prospect Capital
Corporation (“Prospect”) with the SEC on September 4, 2009 in connection with the proposed merger
of Patriot with and into Prospect. The Staff’s comments are set forth below in italics and are
followed by the responses of Prospect and/or Patriot. References to the Form N-14 contained herein
are to the pre-effective amendment no. 1 thereto that has been filed with the SEC on the date
hereof.

Preliminary Merger Proxy Statement/Prospectus

Comparative Fees and Expense Ratios

Comment:

    1.

    We refer to the line items entitled “Management fee,” Incentive fee” and
“Interest expense on borrowed funds” in the “Patriot and Prospect’s Expenses” table on
page 13 of the preliminary merger proxy statement/prospectus. Please supplementally
explain to the Staff why the pro forma combined expense percentages for each of these
line items decreases.

Mr. Kevin Rupert

October 5, 2009

Page 2

Response: Please be advised that we have revised the pro forma combined percentages for
each of the above-referenced line items in the Form N-14. As a result, the pro forma combined
expense percentages for each of these line items now increases from the related actual expense
percentages, other than the line item entitled “Interest expense on borrowed funds.” The line item
entitled “Interest expense on borrowed funds” decreases as compared to the related actual expense
percentages as a result of the requirement under the terms of the merger agreement between Prospect
and Patriot that Prospect repay all amounts outstanding under Patriot’s second amended and restated
securitization revolving credit facility (the “Securitization Facility”) immediately prior to the
consummation of the merger of Patriot with and into Prospect. As of September 30, 2009, there was
approximately $112.7 million outstanding under the Securitization Facility and the interest rate
payable on amounts outstanding under the Securitization Facility was 7.0%. Thus, the elimination
of the indebtedness outstanding under the Securitization Facility immediately prior to the
consummation of the proposed merger transaction, coupled with the fact that the funds used to
eliminate this indebtedness were raised by Prospect through the sale of common stock, accounts for
the significant decrease in the pro forma combined expense percentage entitled “Interest expense on
borrowed funds” as compared to the related actual expense percentages.

Comment:

    2.

    We refer to footnote no. 4 to the “Patriot and Prospect’s Expenses” table on
page 13 of the preliminary merger proxy statement/prospectus. Please supplementally
disclose to the Staff whether the annualized level of incentive fee paid by Prospect
during the nine months ended March 31, 2009 is higher or lower than the actual
incentive fee paid by Prospect during the year ended June 30, 2008. We may have
further comment if the annualized level of incentive fee is lower than the actual
incentive fee paid by Prospect during the year ended June 30, 2008.

Response: The income investment fee paid by Prospect for the nine-month period ended March
31, 2009 was $11,795,000, yielding an annualized income incentive fee of $15,726,670 (the
“Annualized Fee”), or 3.54% of net assets attributable to Prospect’s common stock, as indicated in
the table on page 13 of the Form N-14. The Annualized Fee is greater than the actual income
investment fee paid by Prospect during the fiscal year ended June 30, 2008, which was $11,278,000,
as indicated in Prospect’s Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year
ended June 30, 2008, filed with the SEC on March 19, 2009, and on page 56 of the Form N-14.

In addition, please be advised that the “Patriot’s and Prospect’s Expenses” table has been updated
in light of the inclusion of financial statements for the year ended June 30, 2009 of Prospect in
the Form N-14 as well as for other updating or calculation changes.

Comment:

    3.

    We refer to the table included under the section entitled “Example” on page 14
of the preliminary merger proxy statement/prospectus. The dollar amounts reflected in
such table appear to be too low given the financial information included

Mr. Kevin Rupert

October 5, 2009

Page 3

    elsewhere in the preliminary merger proxy statement/prospectus. As a result, please
re-compute and revise the dollar amounts included in such table accordingly. Alternatively,
please supplementally explain to the Staff the reason for the apparent discrepancy between
the dollar amounts included in such table and the related-financial information included
elsewhere in the preliminary merger proxy statement/prospectus.

Response: Please be advised the expense amounts included in the “Example” table on page 14
of the Form N-14 are less than what would be expected in light of the other financial information
included elsewhere in the Form N-14 due to the fact we are required to assume a 5% annual return in
each of the denoted periods for purposes of completing the table. Thus, the incentive fee payable
to Prospect’s investment adviser would not likely be earned or payable in such circumstances and,
as a result, is not included in the “Example” table.

We have added disclosure to the Form N-14 to clarify this point. See page 14 of the Form
N-14.

Unaudited Pro Forma Per Share Data

Comment:

    4.

    We refer to the table included under the section entitled “Unaudited Pro Forma
Per Share Data” on page 19 of the preliminary merger proxy statement/prospectus.
Please include a footnote to the “Net asset value per share” columns included therein
with the substance of the disclosure included in footnote (A) to the table contained in
Note 4 to the pro forma condensed consolidated financial statements set forth on page
59 of the preliminary merger proxy statement/prospectus.

Response: We have revised the disclosure accordingly. See page 19 of the Form
N-14.

Unaudited Pro Forma Condensed Consolidated Financial Statements

Comment:

    5.

    We refer to the accompanying explanatory notes to the pro forma condensed
consolidated financial statements. Such accompanying explanatory notes do not
adequately address the matters typically discussed in accompanying explanatory notes to
pro forma financial statements. In this regard, such notes should, among other things,
address the basis for the presentation of the pro forma financial information and
discuss Statement of Financial Accounting Standards, No. 157, Fair Value Measurements.
We suggest that you review the accompanying explanatory notes to pro forma financial
statements for other public company merger transactions in connection with revising
the accompanying explanatory
notes to the pro forma condensed consolidated financial statements included in the
preliminary merger proxy statement/prospectus.

Mr. Kevin Rupert

October 5, 2009

Page 4

Response: We have revised the accompanying explanatory notes to the pro forma condensed
consolidated financial statements accordingly. See pages 63 through 67 of the Form N-14.

Comment:

    6.

    We refer to line item entitled “Cost in Excess of assets acquired” in the table
on page 59 of the preliminary merger proxy statement/prospectus. Please revise the
title of the line item to more appropriately reflect the nature of the line item.

Response: We have removed the line item entitled “Cost in Excess of assets acquired” in
the above-referenced table given that the information previously set forth in the line item is
contained in the column entitled “Adjustments” to the table and is further discussed in the notes
thereto. See page 57 of the Form N-2.

Index to Financial Statements

Comment:

    7.

    Please include the financial statements for the year ended June 30, 2009 of
Prospect in the preliminary merger proxy statement/prospectus. In addition, please
update disclosure elsewhere in the preliminary merger proxy statement/prospectus
accordingly.

Response: We have included the financial statements for the year ended June 30, 2009 of
Prospect in the Form N-14. See pages F-2 through F-34 of the Form N-14. In addition, we
have updated disclosure elsewhere in the Form N-14 accordingly. See pages 13, 17 through 19, 55
through 69, and 184 through 206 of the Form N-14.

Miscellaneous

Comment:

    8.

    Please supplementally advise the Staff as to whether Prospect anticipates that
there will be significant realignment of its or Patriot’s investment portfolio in
connection with the proposed merger transaction (e.g., to diversify Prospect’s
investment portfolio subsequent to the merger). If so, please disclose such fact as
well as the tax consequences thereof in the preliminary merger proxy
statement/prospectus.

Response: We have been advised by Prospect that it does not anticipate any significant
realignment of its or Patriot’s investment portfolio subsequent to the consummation of the proposed
merger transaction.

Mr. Kevin Rupert

October 5, 2009

Page 5

Comment:

    9.

    Please supplementally confirm to the Staff that Prospect has the authority
under Section 63 of the Investment Company Act of 1940 to issue shares of its common
stock below net asset value in connection with the proposed merger transaction.

Response: Please be advised that Prospect has the authority under Section 63 of the
Investment Company Act of 1940 to issue shares of its common stock below their net asset value per
share in connection with the proposed merger transaction. In this regard, please note that
Prospect’s shareholders approved Prospect’s policy and practice of making sales of shares of its
common stock below their then current net asset value per share at an annual meeting of
stockholders held on February 12, 2009. Such approval was not limited as to the number of shares
or the relationship of the price in any such sale to net asset value.

Comment:

    10.

    In the event that Prospect requests acceleration of the effective date of the
Form N-14 and/or Patriot requests clearance to mail the merger proxy statement
contained therein to its stockholders, each of Prospect and Patriot should provide the
standard representation to the Staff that they will not use the SEC’s comment process
as a defense in any securities related litigation against them.

Response: In the event that Prospect requests acceleration of the effective date of the
Form N-14 and/or Patriot requests clearance to mail the merger proxy statement contained therein to
its stockholders, each of Prospect and Patriot will furnish a letter, at the time of such request,
acknowledging that:

    •

    it is responsible for the adequacy and accuracy of the disclosure in the
filing relating to it;

    •

    should the SEC or the Staff declare the filing effective or clear the filing
for mailing to stockholders, it does not foreclose the SEC from taking any
action with respect to the filing;

    •

    the action of the SEC or the Staff in declaring the filing effective or
clearing the filing for mailing to stockholders, does not relieve it from its
full responsibility for the adequacy and accuracy of the disclosure in the
filing relating to it; and

    •

    it may not assert this action as defense in any proceeding initiated by the
SEC or any person under the federal securities laws of the United States.

* * *

Mr. Kevin Rupert

October 5, 2009

Page 6

     If you have any questions or additional comments concerning the foregoing, please contact the
undersigned at (202) 383-0176, Rick Prins of Skadden Arps Slate Meagher Flom LLP at (212) 735-2790
or Harry S. Pangas of Sutherland Asbill & Brennan LLP at (202) 383-0805.

    Sincerely,

    /s/ Steven B. Boehm

    Steven B. Boehm