SecProbe.io

CORRESP
1
filename1.htm

Eversheds Sutherland (US) LLP
  700 Sixth Street, NW, Suite 700
 Washington, DC 20001-3980

 D: +1 202.383.0845
 F: +1 202.637.3593

 stephanihildebrandt@eversheds-sutherland.com

December 13, 2024

Daniel Greenspan, Senior Counsel

U.S. Securities and Exchange Commission

100 F Street NE

Washington, DC 20549

Re: Runway Growth Finance Corp.

Preliminary Proxy Statement on Schedule
14A filed on November 1, 2024 (File No. 814-01180)

Dear Mr. Greenspan,

On behalf of Runway Growth Finance Corp. (the
 “Company”), set forth below is the Company’s response to the oral comments provided by the staff of the
Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”)
on November 12, 2024 and the written comments provided by the Staff on December 10, 2024 regarding the Company’s preliminary
proxy statement on Schedule 14A, filed with the SEC on November 1, 2024 (the “Preliminary Proxy Statement”).
The Staff’s comments are set forth below and are followed by the Company’s responses. Where revisions to the Preliminary Proxy
Statement are referenced in the responses set forth below, such revisions have been included in the Company’s definitive proxy statement
on Schedule 14A filed with the SEC on December 13, 2024 (the “Definitive Proxy Statement”). Capitalized
terms used but not defined herein have the meanings specified in the Definitive Proxy Statement.

 1. The Staff refers to the bracketed disclosure in the second to last paragraph in the Letter to Stockholders
in the Preliminary Proxy Statement that states: “[The Company has elected to provide access to its proxy materials to certain of
its stockholders over the internet under the Securities and Exchange Commission’s (the “SEC”) “notice and access”
rules.]” The Staff notes that this sentence is bracketed in the Preliminary Proxy Statement, and observes that if such “notice
and access” rules are to be used, the Notice of Internet Availability of Proxy Materials must be filed and mailed to stockholders
at least 40 calendar days in advance of the Special Meeting date.

Response: The Company respectfully
advises the Staff that it has removed the bracketed disclosure in the Letter to Stockholders in the Definitive Proxy Statement referencing
the “notice and access” rules to clarify that the Company will not be relying on the “notice and access”
rules.

 2. The Staff refers to the following bracketed disclosure regarding Section 15(f) of the 1940 Act
on pg. 4 of the Preliminary Proxy Statement: “[An additional Independent Director, meaning a director who is not an “interested
person” of the Company as defined in Section 2(a)(19) of the 1940 Act, will be appointed before the closing of the Adviser
Change in Control, resulting in 75% of the members of the Board being Independent Directors.] This will cause the Company to comply with
the “safe harbor” included in Section 15(f) of the 1940 Act.”

    1

 Daniel Greenspan, Senior Counsel

 December 13, 2024

Page 2

 A. Please advise the Staff of the Company’s plans to appoint one or more additional Independent Directors
and provide additional disclosure in the Definitive Proxy Statement as appropriate.

Response: The Company respectfully
advises the Staff that the Company has revised the disclosure on pg. 4 of the Definitive Proxy Statement to remove the referenced bracketed
disclosure and further explain the Company’s compliance with Section 15(f). To that end, the Company advises the Staff that
Gregory M. Share, an Interested Director, has submitted his resignation as a member of the Board, to be effective upon the election of
his successor. In accordance with the Stockholder Agreement between the Company and OCM Growth Holdings, LLC (“OCM”), dated
December 15, 2016 (the “Stockholder Agreement”), OCM submitted a nominee, Catherine Frey, for consideration by the Board.
The Nominating and Corporate Governance Committee met with Ms. Frey and recommended that the Board approve her nomination to stand
for election as a director at the Special Meeting. The Board approved her nomination, and also determined that Ms. Frey is not an
 “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of the Company, the Adviser, or OCM. The Company
has added a proposal to the Definitive Proxy Statement seeking the vote of the Company’s stockholders to approve the election of
Ms. Frey to serve as an Independent Director. Assuming her election is so approved by the stockholders, the Board will be composed
of four Independent Directors and one Interested Director in advance of the transaction being consummated, and as a result, the Company
will be in compliance with Section 15(f) and Section 16(b) prior to the closing of the Adviser Change in Control.

 B. To the extent the Company intends to rely on the safe harbor in Section 15(f) of the 1940 Act,
please disclose how the Company plans to be in compliance with Section 15(f) of the 1940 Act.

Response: As described above,
the Company respectfully advises the Staff that the Board has approved the nomination of an Independent Director, Ms. Frey, to fill
the vacancy created by Mr. Share’s resignation. Upon Ms. Frey’s election by the Company’s stockholders at
the Special Meeting, the Board will consist of four Independent Directors and one Interested Director. The Company has revised the disclosure
on pg. 4 of the Definitive Proxy Statement to further clarify how the Company plans to be in compliance with Section 15(f) of
the 1940 Act.

 C. Please advise the Staff how the Company will satisfy the requirements of Section 16(b)(2) in
appointing one or more Independent Directors pursuant to Section 15(f) of the 1940 Act as it relates to the requirement to hold
a shareholder election for any independent directors appointed pursuant to such safe harbor.

Response: Section 16(b)(2) of
the 1940 Act generally requires that any vacancy created on the board of directors of a registered investment company that occurs in connection
with complying with Section 15(f)(1)(A) must be filled by an Independent Director who has been elected by the investment company’s
board of directors and the holders of a majority of the outstanding voting securities of such company. A director’s election by
a majority of the company’s outstanding voting securities is not required to comply with Section 16(b)(2) if the vacancy
filled by such director is pursuant to an existing director’s “bona fide” resignation, among other exceptions.

 Daniel Greenspan, Senior Counsel

 December 13, 2024

Page 3

Here, the Company believes that Mr. Share’s
resignation was “bona fide” because it occurred in connection with a genuine business judgment by OCM to replace Mr. Share
as its nominee pursuant to the Stockholder Agreement, rather than as a result of the Company seeking to comply with Section 15(f)(1)(A).
The Stockholder Agreement provides OCM the authority to nominate a candidate for consideration by the Board, and OCM regularly evaluates
whether to transition to a new representative on the Board depending on its business needs, as evidenced by previous changes in the director
representing OCM on the Board. Because Mr. Share’s resignation was the result of a business decision made by OCM to replace
Mr. Share as its representative on the Board, the Company believes his resignation was “bona fide” and as a result, the
Company does not believe that the Section 16(b)(2) requirement related to a stockholder election of his successor applies.

Regardless of whether the Staff agrees
that Mr. Share’s resignation was “bona fide” under Section 16(b)(2), the Company anticipates that it will
still be in compliance with such requirements following the Special Meeting. As noted, Section 16(b)(2) requires that any vacancy
on the Board that “occurs in connection with compliance with Section 15(f)(1)(A)” must be filled by a person (i) who
is not an “interested person” of the parties to the relevant transaction and (ii) “who has been elected”
by the holders of the Company’s outstanding voting securities. The Board has determined that Ms. Frey is not an “interested
person” of the Company or the Adviser. Further, as noted, the Company has added a proposal to the Definitive Proxy Statement to
seek its stockholders’ approval of the election of Ms. Frey to serve as an Independent Director. If the Company’s stockholders
approve her election, the vacancy created by Mr. Share’s resignation will be filled by a director that satisfies each of the
prongs of Section 16(b)(2), and the Company will be in compliance with Section 16(b)(2) upon Ms. Frey’s election.

 3. The Staff refers to the disclosure in the “Questions and Answers” section of the Preliminary
Proxy Statement on pg. 5, which states: “If the Company’s stockholders do not approve the New Advisory Agreement Proposal,
the Existing Advisory Agreement with the Adviser will remain in effect until the Adviser Change in Control is consummated.” Please
advise the Staff if provisions have been made for an interim advisory agreement in the event that the Company’s stockholders do
not approve the New Advisory Agreement Proposal. If no such interim agreement has been contemplated, please explain why.

Response: The Company respectfully
advises the Staff that no interim advisory agreement has been contemplated because if the Company’s stockholders do not approve
the New Advisory Agreement Proposal, the parties to the Adviser Change in Control are not required to complete the transaction, and as
a result, it is unlikely that the Adviser Change in Control would be consummated without stockholder approval of the New Advisory Agreement.
As disclosed on pg. 5 in the Definitive Proxy Statement, should the Company’s stockholders reject the New Advisory Agreement,
and the parties to the Adviser Change in Control still opt to consummate the transaction, the Board will consider other alternatives,
including, but not limited to, approving an investment advisory agreement with a different investment adviser, or liquidating the Company.
Should this situation arise, the Existing Advisory Agreement would remain in effect until the closing of the Adviser Change in Control,
which would constitute an assignment and subsequent termination of the Existing Advisory Agreement. The Company considers this outcome
unlikely given that the parties to the Adviser Change in Control are not required to finalize the transaction if the New Advisory Agreement
Proposal is not approved by the Company’s stockholders, but believes the Board would have sufficient time between the vote of the
Company’s stockholders and the closing of the Adviser Change in Control to determine how to proceed in this circumstance.

 Daniel Greenspan, Senior Counsel

 December 13, 2024

Page 4

 4. Pursuant to Item 22(c)(1)(iii) of Schedule 14A, please disclose the aggregate amount of fees and
any other material payments paid by the Company to the Adviser and affiliates of the Adviser during the last fiscal year, or advise the
Staff of the existing responsive disclosure in the Preliminary Proxy Statement.

Response: The Company has
revised pgs. 13 and 33 of the Definitive Proxy Statement to include the aggregate amount of fees payable to the Adviser by the
Company during the last fiscal year. Except as disclosed in response to Comment 5 below, the Company respectfully advises the Staff
that there have been no other material payments paid by the Company to the Adviser or its affiliates during the last fiscal
year.

 5. Pursuant to Item 22(c)(14) of Schedule 14A, please disclose any fees paid by the Company to the Adviser
or its affiliates during the last fiscal year for services provided to the Company other than those under the Existing Advisory Agreement.

Response: The Company has revised
pg. 33 of the Definitive Proxy Statement to include the aggregate amount of administrative fees payable to the Administrator, an affiliate
of the Adviser, during the last fiscal year pursuant to the Administration Agreement.

 6. The Staff refers to the section entitled “Certain Board of Directors Considerations Regarding
the Approval of the New Advisory Agreement” on pg. 14 of the Preliminary Proxy Statement. Pursuant to Item 22(c)(11) of Schedule
14A, please disclose any considerations of the Board adverse to the New Advisory Agreement Proposal that would weigh against the adoption
of the New Advisory Agreement to the extent not already included in the Preliminary Proxy Statement.

Response: The Company respectfully
advises the Staff that no such adverse factors were considered by the Board in evaluating the New Advisory Agreement.

 7. The Staff refers to the section entitled “Security Ownership of Certain Beneficial Owners and
Management” on pg. 18 of the Preliminary Proxy Statement.

 A. Pursuant to Item 22(a)(3)(v) of Schedule 14A, please disclose any purchases or sales of securities
of the Adviser or its affiliates by any of the Company’s officers or directors since the beginning of the most recently completed
fiscal year.

Response: The Company respectfully
advises the Staff that there have been no such purchases or sales of securities of the Adviser or its affiliates by any of the Company’s
officers or directors since the beginning of the most recently completed fiscal year.

 B. Pursuant to Item 22(c)(6) of Schedule 14A, please disclose the approximate amount of any material
interest of any director of the Company in any material transactions since the beginning of the fiscal year, or in any material proposed
transactions, to which the Adviser or any parent or subsidiary of the Adviser was or is to be a party.

Response: The Company respectfully
advises the Staff that there have been no reportable material transactions in which any director of the Company had a material interest
since the beginning of the most recently completed fiscal year, and the Adviser Change in Control is the only proposed material transaction
in which the Adviser or any parent or subsidiary of the Adviser is to be a party. The Company believes that Item 22(c)(6) of Schedule
14A does not require disclosure of the approximate amount that any directors of the Company will receive as a result of the Adviser Change
in Control.

 Daniel Greenspan, Senior Counsel

 December 13, 2024

Page 5

First, Instruction 4 to Item 22(c)(6) provides
that “no information need be given in response to this paragraph (c)(6) of Item 22 with respect to any transaction that is
not related to the business or operations of the Fund and to which neither the Fund nor any of its Parents or Subsidiaries is a party.”
The Company notes that none of the Adviser’s employees, nor the services provided to the Company by the Adviser, will change as
a result of the transaction. The Adviser Change in Control impacts the Existing Advisory Agreement only because the change in control
will technically constitute an assignment under the 1940 Act, causing a termination of the Existing Advisory Agreement. The terms of the
Existing Advisory Agreement are identical to the proposed New Advisory Agreement, and, as noted in the Definitive Proxy Statement, the
transaction will not result in any changes to the Company’s investment process or operations. Additionally, the Company itself is
not a party to the Adviser Change in Control. Because there will be no material change to the operations of the Company, other than the
Adviser’s management team having access to a wider range of resources, the Company does not believe that the requested disclosure
in response to Item 22(c)(6) is required based on Instruction 4.

Second, the Company believes that the
proxy materials set forth “all the facts necessary to enable a reasonably intelligent stockholder to make his [or her] own informed
decision.” Browing Debenture Holders’ Comm. V. DASA Corp., 357 F. Supp 1010 (S.D.N.Y. 1972) (quotation marks omitted).
The Company has revised pgs. 10 and 16 of the Definitive Proxy Stateme