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CORRESP
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CORRESP

 Eversheds Sutherland (US) LLP

 700 Sixth
Street, NW, Suite 700

 Washington, DC 20001-3980

 May 8, 2024

 VIA
EDGAR

 Samantha A. Brutlag, Esq.

 Christina DiAngelo
Fettig, Senior Staff Accountant

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Fidus Investment Corporation

Registration Statement on Form N-2 (File
No. 333-277540)

 Annual Report on Form 10-K for
the Fiscal Year Ended December 31, 2023

 Dear Mses. Brutlag and Fettig:

On behalf of Fidus Investment Corporation (the “Company”), set forth below are the Company’s responses to the
comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the Company on April 2, 2024 and
April 4, 2024: (i) with respect to the Company’s Registration Statement on Form N-2 (File No. 333-277540), filed with the SEC on February 29, 2024
(the “Registration Statement”); and (ii) in connection with the SEC’s review of the Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2023
(File No. 814-00861) (the “Form 10-K”) as required by Section 408 of the Sarbanes-Oxley Act of 2002, as amended. The Staff’s
comments are set forth below and are followed by the Company’s responses. Where revisions to the Registration Statement are referenced in the responses set forth below, such revisions have been included in
Pre-Effective Amendment No. 1 to the Registration Statement filed with the SEC on May 8, 2024 (the “Amended Registration Statement”).

Legal Comments – Registration Statement

1.
 Please file a cover letter with all future filings of new registration statements on Form N-2 explaining the basis for the filing and providing contact information for the Company’s legal counsel.

Response: The Company acknowledges the Staff’s comments and will file a cover letter with all future filings of new
registration statements on Form N-2 explaining the basis for the filing and providing the contact information for the Company’s legal counsel.

2.
 The Staff refers to the following disclosure that was included in the Company’s Registration Statement on
Form N-2 (File No. 333-253525) filed with the SEC on April 30, 2021 that was deleted from the Registration Statement: “Although we are classified as a non-diversified investment company within the meaning of the 1940 Act, we maintain the flexibility to operate as a diversified investment company and have done so for an extended period of time.” Please note
that, pursuant to Section 13(a)(1) of the Investment Company Act of 1940, as amended, and related guidance, a non-diversified investment company that

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operates as a diversified investment company for a period of greater than three years has de-facto changed its status to a diversified investment company
and will then require shareholder approval to change its status to become a non-diversified investment company.

Response: The Company acknowledges the Staff’s comments and confirms that the Company has been operating as a non-diversified investment company.

3.
 Please hyperlink all of the information that is incorporated by reference in the Registration Statement.

 Response: The Company has hyperlinked all of the information that is incorporated by reference in the
Amended Registration Statement.

 Accounting Comments – Registration Statement

1.
 Please file a new consent of RSM US LLP (“RSM”) in connection with the filing of the
Amended Registration Statement.

 Response: The Company has filed a new consent of RSM as Exhibit (n)(1) to
the Amended Registration Statement.

2.
 Please advise if RSM should consent to the reference of their name in Item 25(1) of the Registration Statement
in their consent.

 Response: RSM has consented to the reference of their name in Item 25 of the
Registration Statement in the new consent of RSM filed as Exhibit (n)(1) to the Amended Registration Statement.

3.
 In the first full paragraph on page 3 of the Registration Statement, please disclose the total return based on
market value and the total return based on net asset value as of December 31, 2023. The Staff requests that the Registration Statement disclose the total return based on market value and the total return based on net asset value alongside any
disclosure regarding the weighted average yield on the Company’s debt investment. On a supplemental basis, please confirm whether the weighted average yield on the Company’s debt investments (excluding investments on non-accrual status) is not materially different from the weighted average yield on the Company’s debt investments (including investments on non-accrual status). If the
difference between the weighted average yield on the Company’s debt investments (including investments on non-accrual status) and the weighted average yield on the Company’s debt investments
(excluding investments on non-accrual status) is material, please also disclose the weighted average yield on the Company’s debt investments (including investments on
non-accrual status).

 Response: The Company has revised page 3 of
the Amended Registration statement to delete the disclosure relating to the weighted average yield on the Company’s debt investment. The Company acknowledges the Staff’s comments and will disclose the total return based on market value and
the total return based on net asset value in any future prospectus disclosing the weighted average yield on the Company’s debt investment.

The Company respectfully advises the Staff on a supplemental basis that the weighted average yield on the Company’s debt investments
(excluding investments on non-accrual status) of 14.2% is not materially different from the weighted average yield on the Company’s total portfolio (including investments on
non-accrual status), which was 14.1% as of December 31, 2023. To the extent the difference between the weighted average yield on the Company’s debt investments (including investments on non-accrual status) and the weighted average yield on the Company’s debt investments (excluding investments on non-accrual status) is material in future periods, the
Company will disclose the weighted average yield on the Company’s debt investments (including investments on non-accrual status) with any disclosure of the weighted average yield on the Company’s
debt investments (including investments on non-accrual status) in future filings.

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4.
 The Staff refers to the heading entitled “Taxation” on page 5 of the Registration Statement, which
indicates that the Company will not pay U.S. federal income taxes at the corporate level. The Staff notes that the Company has Taxable Subsidiaries that may be subject to excise tax. Please consider modifying the disclosure in this paragraph to
reference the Taxable Subsidiaries and the potential payment of excise tax.

 Response: The Company has
revised page 5 of the Amended Registration Statement to reflect the Staff’s comment. The Company respectfully advises the Staff on a supplemental basis that the Company does not expect the Taxable Subsidiaries to be subject to U.S. federal
excise tax unless the Taxable Subsidiaries are also treated as regulated investment companies for U.S. federal income tax purposes, which is currently not the case.

5.
 Please hyperlink all of the information that is incorporated by reference in the Registration Statement.

 Response: The Company has hyperlinked all of the information that is incorporated by reference in the
Amended Registration Statement.

6.
 Please explain how the information incorporated by reference in the section entitled “Price Range of
Common Stock” on page 13 of the Registration Statement meets the requirements under subsection c. and d. of Item 8.5 of Form N-2.

Response: The Company respectfully advises the Staff on a supplemental basis that the disclosure under the section entitled
“Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” beginning on page 58 of the Form 10-K, which is incorporated by reference
into the Registration Statement, satisfies the requirements under subsections c. and d. of Item 8.5 of Form N-2. The Price Range of Common Stock table on page 58 of the Form
10-K includes the share price and corresponding net asset value and premium/discount to net asset value as required by subsection c. of Item 8.5 of Form N-2. The first
full paragraph under the Price Range of Common Stock table on page 58 of the Form 10-K and the disclosure under the subsection entitled “Issuer Purchases of Equity Securities” on page 62 of the Form 10-K includes the disclosures required by subsection d. of Item 8.5 of Form N-2.

Notwithstanding the foregoing, the Company has revised page 15 to include the Price Range of Common Stock table and related disclosures in
order to include information as of the fiscal quarter ended March 31, 2024.

7.
 Please add some additional narrative disclosure to the section entitled “Financial Highlights” on
page 14 of the Registration Statement in accordance with General Instructions 2 and 8 to Item 4.1 of Form N-2.

Response: The Company has revised page 16 of the Amended Registration Statement to reflect the Staff’s comment.

8.
 In the second sentence under the section entitled “Senior Securities” on page 16 of the Registration
Statement, please delete “as of December 31, 2023”, which suggests that the Senior Securities table was audited only as of December 31, 2023.

Response: The Company has revised page 18 of the Amended Registration Statement to reflect the Staff’s comment.

9.
 The information incorporated by reference in the section entitled “Portfolio Companies” does not
satisfy all of the requirements under Item 8.6.a of Form N-2, including the address of each portfolio company and the percentage of class held by the registrant. Please revise the Registration Statement to
include all of the information required under Item 8.6.a of Form N-2. In addition, please revise the first sentence in the section entitled “Portfolio Companies” to delete “brief” in
describing the description of each portfolio company in which the Company had made an investment that represents greater than 5.0% of its total assets.

Response: The Company has revised pages 20-36 of the Amended Registration Statement to
reflect the Staff’s comment.

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10.
 In the section entitled “Incorporation of Certain Information by Reference,” please hyperlink the
Form 10-K and update the list of filings to include any Form 8-K filed with the SEC subsequent to the filing of the Registration Statement.

Response: The Company has hyperlinked the Form 10-K and revised page 92 of the Amended
Registration Statement to include subsequent filings made with the SEC.

 Accounting Comments – Form
10-K

1.
 Please explain why the Company has not furnished its “glossy” annual report using Form ARS. Please
confirm on a supplemental basis that, when Form ARS is required in the future, the Company will furnish it to the SEC on Form ARS.

Response: The Company respectfully advises the Staff on a supplemental basis that the Company has not furnished any
“glossy” annual reports to its shareholders in connection with any meeting of the Company’s shareholders relating to the election of directors. To the extent the Company furnishes “glossy” annual reports to shareholders in
connection with a shareholder meeting relating to the election of directors in the future, the Company will furnish such report to the SEC on Form ARS.

2.
 In future filings, please use the standardized tag when tagging payment-in-kind data rather than a customized tag.

 Response: The
Company acknowledges the Staff’s comment and has used the standardized tag when tagging payment-in-kind data in the Company’s Quarterly Report on Form 10-Q for fiscal quarter ended March 31, 2024, which was filed with the SEC on May 2, 2024 (the “Form 10-Q”).

3.
 The Staff notes that the disclosure on pages 22 and 37 of the Form 10-K
with respect to reverse repurchase agreements are not consistent. In future filings, please revise such disclosures to be consistent.

Response: The Company acknowledges the Staff’s comments and will ensure the disclosure relating to reverse repurchase
agreements are consistent in future filings.

4.
 Please include the Fees and Expenses table in the Amended Registration Statement and reflect the foregoing
changes:

a.
 In footnote 11, please disclose how long the voluntary,
non-contractual, and unconditional waiver will be in effect.

b.
 Please advise if the Company has any “Acquired Fund Fees and Expenses” that should be disclosed in
the Fees and Expenses table. The Staff notes that the Company has an investment in a money market fund. To the extent the Company’s investment in the money market fund generated acquired fund fees and expenses, then the foregoing must disclosed
in the Fees and Expenses table under a separate caption entitled “Acquired Fund Fees and Expenses.”

c.
 Please include the Company’s tax expenses in the amount disclosed under the caption entitled “Other
Expenses” and revise footnote 9 to the Fees and Expenses table to reflect the foregoing.

d.
 Please explain why the examples to the Fees and Expenses table include an assumption that none of the
Company’s assets are cash and cash equivalents.

e.
 Please disclose whether or not the voluntary, non-contractual, and
unconditional waiver described in footnote 11 of the Fees and Expenses table is reflected in the examples to the Fees and Expenses table.

Response: The Company has included the Fees and Expenses table in the Amended Registration.

a.
 The Company respectfully advises the Staff on a supplemental basis that the voluntary, non-contractual, and unconditional waiver is a permanent waiver from Fidus Investment Advisors, LLC to exclude any investments recorded as secured borrowings as defined under agreement from the base management fee,
effective as of and beginning on April 1, 2021. The Company has revised footnote 11 to the Fees and Expenses table on pages 9-10 of the Amended Registration Statement to reflect the foregoing.

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b.
 The Company respectfully advises the Staff on a supplemental basis that the fees and expenses associated with
the Company’s investment in the money market fund is less than 0.01% of the Company’s average net assets and, therefore, the Company has included such fees and expenses under the caption entitled “Other Expenses”, rather than
separately disclosing such information under a separate caption entitled “Acquired Fund Fees and Expenses”, in accordance with General Instruction 10.a. of Item 3 of Form N-2. The Company has revised
footnote 9 to the Fees and Expenses table on page 9 of the Amended Registration Statement to reflect the foregoing.

c.
 The Company respectfully advises the Staff that the Company’s income tax provision (benefit) relating to
(a) deferred and current tax provision (benefit) for U.S. federal income taxes and (b) excise, state and other taxes is reflected in the caption entitled “Other Expenses.” The Company has revised footnote 9 to the Fees and
Expenses table on page 9 of the Amended Registration Statement to reflect the foregoing.

d.
 The Company has revised page 10 of the Amended Registration Statement to delete the assumption that none of the
Company’s assets are cash and cash equivalents and reflect that the examples assume that the Company’s annual operating expenses would remain at the levels set forth in the Fees and Expenses table.

e.
 The Company respectfully advises the Staff on a supplemental basis that the voluntary, non-contractual, and unconditional waiver described in footnote 11 to the Fees and Expenses table on pages 9-10 of the Amended Registration Statement is reflected in the
examples to the Fees and Expenses table. The Company has revised the disclosure under the heading entitled “Examples” on page 10 of the Amended Regis