SecProbe.io

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 Dechert LLP 1900 K Street, NW Washington, DC 20006-1110 +1 202 261 3300 Main +1 202 261 3333 Fax     April 14, 2026 VIA EDGAR Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Ms. Meghan Ryan and Ms. Melissa McDonough   Re: Runway Growth Finance Corp. (File No. 814-01180) Dear Ms. Meghan Ryan and Ms. Melissa McDonough: We are writing in response to your oral comments with respect to your review, pursuant to the Sarbanes-Oxley Act of 2002, of the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “ Annual Report ”) of Runway Growth Finance Corp. (the “ Company ”). Unless explicitly provided, we understand that your comments are intended to apply to disclosure in the Company’s future filings. The Company has considered your comments and has authorized us, on its behalf, to make the responses discussed below. Set forth below are the comments of the staff of the Division of Investment Management (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ SEC ”) along with our responses to, or any supplemental explanations of, such comments, as requested. To the extent not otherwise defined herein, capitalized terms have the meanings attributed to such terms in the Annual Report. 1. Comment : The Staff notes that in the Notes to Consolidated Financial Statements, the Company has a description of repurchases of common stock. The disclosure states that “the prior period activity has been reclassified during the year ended December 31, 2024.” The Staff would like a better understanding of the reclassification, including the circumstances surrounding this reclassification. Was this considered a correction of an error? Please include whether there was any analysis in prior years. Response : The Company respectfully acknowledges the Staff’s comment and advises the Staff on a supplemental basis that that the reclassification was considered to be a correction of an immaterial error. Under Maryland law, the Company’s state of incorporation, there is no concept of “treasury stock,” and accordingly shares repurchased by the Company revert to authorized but unissued common shares and are not distinguished from shares that have never been issued. As such, repurchase amounts should be reflected as reductions to

 Runway Growth Finance Corp. April 14, 2026 Page 2 Common Stock and Additional Paid-in Capital on the Statements of Assets and Liabilities and Changes in Net Assets and not as treasury stock. Accounting Standards Codification (“ ASC ”) 505-30-25-2 provides that state law governs the circumstances under which an entity may acquire its own stock and the related accounting treatment. The presentation error relating to treasury stock began on the Company’s Form 10-Q for the quarter ended March 31, 2022. The Company performed both qualitative and quantitative assessments of the error and concluded that the misstatement was not material to any previously issued financial statements. As a result, amendments to the Forms 10-Q for the quarters ended March 31, 2022 through September 30, 2024, or to the Forms 10-K for the years ended December 31, 2022 and December 31, 2023, were not deemed necessary. The Company corrected the presentation prospectively and reflected the revised presentation in its Form 10-K for the year ended December 31, 2024. 2. Comment : Please discuss in correspondence how the critical accounting estimates on page 74 meets the disclosure requirements of Instruction 3 to Reg. S-K Item 303(b)(3). This item requires that the disclosure must supplement but not duplicate the description of accounting policies or other disclosures in the Notes to Financial Statements Response : The Company respectfully acknowledges the Staff’s comment. The Company confirms that it revised the disclosure in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 12, 2026 (the “ 2025 Annual Report ”) in response to the Staff’s comment and undertakes to revise such disclosure in future SEC filings as applicable. 3. Comment : Please confirm whether any of the loans in the Company’s investment portfolio are covenant-lite loans, the extent of the covenant-lite loans and if the risks are adequately disclosed in the Company’s prospectus. Response : The Company respectfully acknowledges the Staff’s comment and confirms that certain loans in its investment portfolio are covenant-lite loans. The Company also confirms that it revised the disclosure in its 2025 Annual Report in response to the Staff’s comment and undertakes to revise such disclosure in future SEC filings as applicable. 4. Comment : Please explain whether the cash equivalents described in Note 2 to Consolidated Financial Statements should be listed in the Schedule of Investments. Please refer to Reg. S-X Article 12-12.

 Runway Growth Finance Corp. April 14, 2026 Page 3 Response : The Company respectfully acknowledges the Staff’s comment. The Company confirms that it revised the disclosure in its 2025 Annual Report in response to the Staff’s comment and undertakes to revise such disclosure in future SEC filings as applicable. 5. Comment : The Staff notes the disclosure of net investment income per common share, basic and diluted, on the consolidated statements of operations. Please consider removing the disclosure of net investment income per common share, basic and diluted, from the consolidated statements of operations pursuant to ASC 260-10-45. Response : The Company acknowledges the Staff’s comment and undertakes to revise such disclosure in future SEC filings. 6. Comment : Please provide the “significant subsidiary” calculations set forth in Rule 1-02(w)(2) of Regulation S-X with respect to the Company’s investment in Gynesonics, Inc. as of December 31, 2024. We may have further comment with respect to the application of Rule 4-08(g) of Regulation S-X to Gynesonics, Inc. after reviewing the calculations. Response : Rule 4-08(g) of Regulation S-X provides that “summarized information as to assets, liabilities and results of operations as detailed in [Rule] 1-02(bb) [of Regulation S-X] shall be presented in notes to the financial statements on an individual or group basis for: (i) subsidiaries not consolidated; or (ii) for 50 percent-or-less-owned persons accounted for by the equity method by the registrant or by a subsidiary of the registrant, if the criteria in [Rule] 1-02(w) [of Regulation S-X] for a significant subsidiary are met . . . ”. Because the Company’s portfolio investments, including Gynesonics, Inc., are not accounted for under the equity method, Rule 4-08(g) of Regulation S-X would only apply to the Company’s investment in Gynesonics, Inc. if it is deemed to be a “subsidiary” of the Company for purposes of Rule 1-02(x) of Regulation S-X. In this regard, Rule 1-02(x) of Regulation S-X defines a “subsidiary” as follows: “A subsidiary of a specified person is an affiliate controlled by such person directly, or indirectly through one or more intermediaries.” [Emphasis added.] Rule 1-02(g) of Regulation S-X defines the term “control” as “the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting shares, by contract, or otherwise.” Moreover, since 2013, the Chief Accountant’s Office in the SEC’s Divisions of Investment Management and Disclosure Review and Accounting Office of the SEC’s Division of Investment Management have advised BDCs and the BDC industry to use the definition of “control” set forth in Section 2(a)(9) of the Investment Company Act of 1940, as amended

 Runway Growth Finance Corp. April 14, 2026 Page 4 (the “1940 Act”), when determining whether a BDC portfolio company is a “subsidiary” of the BDC for purposes of Rule 4-08(g) of Regulation S-X. 1 See, for example, page 3 of the accounting literature of Ernst & Young LLP provided herewith, which states the following: “For Rule 4-08(g) purposes in connection with a Form 10-K filing, a BDC analyzes all unconsolidated controlled subsidiaries ( based on the definition of control in the Investment Company Act of 1940 (1940 Act) — generally, more than 25% ownership of the subsidiary’s voting securities) that were not considered Rule 3-09 significant subsidiaries to determine whether they are Rule 4-08(g) significant subsidiaries by performing the following evaluation . . . .” [Emphasis added.] Section 2(a)(9) of the 1940 Act contains a similar definition of the term “control” as defined in Rule 1-02(g) of Regulation S-X but also provides that “[a]ny person who owns beneficially, either directly or through one or more controlled companies, more than 25 per centum of the voting securities of a company shall be presumed to control such company.” Because the Company owned less than 10% of Gynesonics, Inc.’s outstanding voting securities as of December 31, 2024 and otherwise did not have any other indicia of actual control over Gynesonics, Inc. at or prior to such date, Rule 4-08(g) of Regulation S-X does not apply to Gynesonics, Inc. given that it does not fall within the definition of the term “subsidiary” contained in Rule 1-02(g) of Regulation S-X.   * * *
 1 This position/advice has also been memorialized in a plethora of comments issued to BDCs over the years by members of the Disclosure Review and Accounting Office of the SEC’s Division of Investment Management.

 Runway Growth Finance Corp. April 14, 2026 Page 5   If you have any questions or additional comments concerning the foregoing, please contact the undersigned by phone at (202) 261-3345 or by email at darius.ravangard@dechert.com. Sincerely, /s/ Darius I. Ravangard Darius I. Ravangard, Esq. cc: Harry S. Pangas, Dechert LLP Thomas B. Raterman, Runway Growth Finance Corp. Carmela Thomson, Runway Growth Finance Corp.

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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

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    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

October 30, 2023

Daniel Greenspan, Senior Counsel

Ken Ellington, Staff Accountant

Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington, DC 20549

Re: Runway Growth Finance Corp.

  Amended Registration Statement on
Form N-2 (File No. 333-274351)

Dear Messrs. Greenspan and Ellington:

On behalf of Runway Growth Finance Corp. (the
 “Company”), set forth below is the Company’s response to the oral accounting comment provided by the
staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the
 “SEC”) on October 30, 2023 regarding the Company’s amended registration statement on Form N-2
(as amended, the “Registration Statement”), including the preliminary prospectus contained therein (the “Prospectus”),
which was filed on October 26, 2023. The Staff’s comment is set forth below and is followed by the Company’s response.
Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Registration Statement.

ACCOUNTING COMMENTS

Registration Statement Comments

 1. The Fees and Expenses table on p.16 shows
                                            that the “Interest Expense” has increased by 55 basis points and “Other
                                            Expenses” has decreased by 60 basis points between the initial Form N-2 filed
                                            on September 6, 2023 and the amended Form N-2 filed on October 26, 2023. Please
                                            confirm in correspondence that changes to the Fees and Expenses table are due to moving financing
                                            fees from “Other Expenses” to “Interest Expenses”.

Response: The Company respectfully
advises the Staff that changes to the Fees and Expenses table in the Registration Statement resulted primarily from the Company’s
inclusion of the financing fees into “Interest payments and fees paid on borrowed funds” line item rather than the “Other
Expenses” line item as well as minor refinements to the underlying estimates used in the calculations included in the table.

*        *        *

If you have any questions or additional comments
concerning the foregoing, please contact me at (202) 383-0845.

   Sincerely,

    /s/ Stephani M. Hildebrandt

    Stephani M. Hildebrandt

      1

    Daniel Greenspan, Senior Counsel

    Ken Ellington, Staff Accountant

    October 30, 2023

    Page 2

 cc: Greg Greifeld, Runway Growth Finance Corp.

Thomas B. Raterman,
Runway Growth Finance Corp.

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    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

October 26, 2023

Daniel Greenspan, Senior Counsel

Ken Ellington, Staff Accountant

Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington, DC 20549

Re: Runway Growth Finance Corp.

Registration Statement on Form N-2
(File No. 333-274351)

Dear Messrs. Greenspan and Ellington:

On behalf of Runway Growth Finance Corp. (the
 “Company”), set forth below are the Company’s responses to the oral accounting and legal comments provided
by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) on September 20, 2023, October 6, 2023, October 13, 2023 and October 19, 2023
regarding the Company’s registration statement on Form N-2 (as amended, the “Registration Statement”),
including the preliminary prospectus contained therein (the “Prospectus”), which was filed on September 6,
2023 as well as the Company’s annual report on Form 10-K (the “Form 10-K”) for the year end
December 31, 2022, which is incorporated by reference to the Registration Statement. The Staff’s comments are set forth below
and are followed by the Company’s responses. Capitalized terms used but not defined herein have the meanings ascribed to such terms
in the Registration Statement.

LEGAL COMMENTS

Prospectus

 1. On page 1 of the Prospectus, the
                                            Company includes a statement that “We have not independently verified the accuracy
                                            or completeness of the data contained in these industry publications and reports.”
                                            Please note that you are responsible for the entire contents of the Registration Statement.
                                            As such, please revise the disclosure to clarify that you are liable for such information.

Response: The Company respectfully
advises the Staff that it has revised the disclosure in the Prospectus in response to the Staff’s comment.

 2. On page 4 of the Registration Statement,
                                            the Company has described a strategic relationship between Runway Growth Capital, LLC, the
                                            Company’s investment adviser (the “Investment Adviser”),
                                            the Company and Oaktree Capital Management, L.P. and its affiliates (“Oaktree”),
                                            including OCM Growth Holdings, LLC (“OCM Growth”). Please confirm that
                                            all material elements of the strategic relationship have been included in the disclosure.
                                            In addition, please describe supplementally what makes the relationship between Oaktree,
                                            the Investment Adviser and the Company strategic.

Response: The Company respectfully
advises the Staff that it has disclosed all material elements of the strategic relationship with Oaktree in the Registration Statement.
In addition, the Company believes that the Oaktree nominee serving on the Company’s Board of Directors and Oaktree’s designee
on the Investment Adviser’s investment committee has, over the years, provided the Company with additional insight into market
conditions, investment and strategic opportunities, industry and borrower diligence, and vendor resources.

    Daniel Greenspan, Senior Counsel

    Ken Ellington, Staff Accountant

    October 26, 2023

    Page 2

 3. On page 19 of the Prospectus, the
                                            Company included the following additional risk factors:

“The number of shares being
registered for sale is significant in relation to the number of our outstanding shares of common stock.”

Please revise this risk factor to add
additional details regarding the selling stockholders’ ownership.

Response: The Company respectfully
advises the Staff that it has revised this risk factor in the Prospectus in response to the Staff’s comment.

 4. On p.64 of the Prospectus, the Company
                                            provides the numerical breakdown of selling stockholders’ beneficial ownership. Please
                                            confirm supplementally whether the shares included in the table on page 64 are currently
                                            held by the selling stockholders or subject to future issuance upon the exercise of options,
                                            warrants or other similar securities. In addition, please provide the date(s) such shares
                                            were acquired by the selling stockholders.

Response: The Company respectfully
confirms that the shares of the Company’s common stock included in the table on page 64 of the Prospectus are held directly
by the selling stockholders and currently are issued and outstanding and not subject to future issuance pursuant to the exercise of options,
warrants or other similar securities.

The Company further advises the Staff
that of the 21,030,568 shares of the Company’s common stock held by OCM Growth and to be registered under the Registration Statement,
19,177,871 shares were acquired by OCM Growth prior to the Company’s initial public offering in October 2021, in the Company’s
private offerings pursuant to capital commitments by OCM Growth (collectively, the “OCM Commitment”) made in
December 2016 (as amended in 2017) and July 2019 and pursuant to the Company’s dividend reinvestment plan. In addition,
subsequent to the Company’s initial public offering, OCM Growth acquired the additional shares being registered either pursuant
to the Company’s dividend reinvestment plan or pursuant to a Rule 10b5-1 plan with the last purchase under the Rule 10b5-1
plan occurring in March 2022.  Oaktree Opportunities Fund Xb Holdings (Delaware), LP acquired 24,100 shares in secondary transactions
in 2020 and 2022.

 5. Given the selling stockholders’
                                            large ownership of shares of the Company’s common stock, approximately 52% of the Company’s
                                            issued and outstanding shares, and the fact that Oaktree is an affiliate of the Company,
                                            please discuss in correspondence whether the offering contemplated by the Registration Statement
                                            should be considered a primary offering rather than a secondary offering and whether the
                                            selling stockholders would be considered statutory underwriters for purposes of the Securities
                                            Act of 1933 (the “1933 Act”). For guidance, please see Questions
                                            612.09 and 612.12 of the Compliance and Disclosure Interpretations (the “CD&Is”)
                                            on the 1933 Act Rules as well as Questions 216.14 and 116.15 of the Compliance and Disclosure
                                            Interpretations on the 1933 Act Forms.

Response: The Company respectfully
submits to the Staff that it believes that the proposed resale of the shares of the Company’s common stock by the selling stockholders
as contemplated in the Registration Statement is not an indirect primary offering and is appropriately characterized as a secondary offering
under Rule 415(a)(1)(i) promulgated under the 1933 Act. In addition, the Company respectfully advises the Staff that under
the terms of the offering contemplated by the Registration Statement, neither the Company nor the selling stockholders believe that the
selling stockholders should be deemed to be statutory underwriters for purposes of the 1933 Act.

    Daniel Greenspan, Senior Counsel

    Ken Ellington, Staff Accountant

    October 26, 2023

    Page 3

Rule 415(a)(1)(i) of the
1933 Act provides that: “Securities may be registered for an offering to be made on a continuous or delayed basis in the future,
provided, that: the registration statement pertains only to securities which are to be offered or sold solely by or on behalf of a person
or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary.” Further,
the CD&I 216.14 on the 1933 Act Forms, allows for sales by affiliates “under General Instruction I.B.3 to Form S-3, even
in cases where the affiliate owns more than 50% of the issuer's securities, unless the facts and circumstances indicate that the affiliate
is acting as an underwriter or by or on behalf of the issuer.” Additionally, under CD&I 116.15 on the 1933 Act Rules, “Aside
from parents and subsidiaries, affiliates of issuers are not necessarily treated as being the alter egos of the issuers. Under appropriate
circumstances, affiliates may make offerings that are deemed to be genuine secondaries.”

The Company also reviewed CD&I
612.09 on the 1933 Act Rules, which provides that “[t]he question of whether an offering styled a secondary one is really on behalf
of the issuer is a difficult factual one, not merely a question of who receives proceeds” and that consideration be given to the
following factors:

 · how long the selling stockholders
                                            have held the shares;

 · the circumstances under which the
                                            selling stockholders acquired the shares;

 · the selling stockholder’s relationship
                                            to the Company;

 · the number of shares being sold;

 · whether the selling stockholders
                                            are in the business of underwriting securities; and

 · whether under all the circumstances
                                            it appears that selling stockholders are acting as conduits for the Company.

For the reasons set forth below, the
Company respectfully submits to the Staff that the selling stockholders’ offering pursuant to the Registration Statement is a valid
secondary offering and that the selling stockholders should not be deemed statutory underwriters under the 1933 Act:

How long the selling stockholders
have held the shares and the circumstances under which the selling stockholders acquired the shares

As described in the Company’s
response number 4 above, OCM Growth made an initial capital commitment to the Company approximately seven years ago and acquired the
majority of its shares of Company’s common stock pursuant to the OCM Commitment over the next five years. The documents governing
the OCM Commitment contained, among other things, customary investment and private placement representations of OCM Growth to the Company.
OCM Growth acquired the remainder of the shares, being registered, either pursuant to the Company’s dividend reinvestment plan
or pursuant to a Rule 10b5-1 plan following the Company’s initial public offering. As noted above, Oaktree Opportunities Fund
Xb Holdings (Delaware) LP acquired its shares that are being registered in secondary transactions in 2020 and 2022. Each of the selling
shareholders acquired the shares of the Company’s common stock for investment purposes and not with a view for resale. In addition,
the selling stockholders have not entered into any underwriting relationships or arrangements with the Company, have not received any
commission or other payment from the Company in connection with the resale of any of its securities, and the Company will receive no
proceeds from the resale of the shares, if any are received, by the selling stockholders. These circumstances are quite distinct from
those involving a primary offering by or on behalf of the Company.

    Daniel Greenspan, Senior Counsel

    Ken Ellington, Staff Accountant

    October 26, 2023

    Page 4

The selling stockholder’s
relationship to the Company

As described in the Company’s
response number 2 above, as well as in the Registration Statement, the Company, its Investment Adviser and Oaktree, including OCM Growth
(i.e., one of the selling stockholders), entered into strategic relationship in December of 2016. Although the selling stockholders
may be deemed “affiliates” of the Company due to the large percentage of shares of common stock held by them; neither Oaktree
nor any of the selling stockholders participate in the day-to-day management of the Company.

In addition, based upon the information
supplied to the Company by the selling stockholders, each of the selling stockholders purchased the securities for its own account and
not with a view to resale or distribution. The Company does not have an underwriting relationship with the selling stockholders or any
contractual, legal or other relationship that would control the timing, nature or amount of resales of the shares following the effectiveness
of the Registration Statement or even whether any shares are resold at all under the Registration Statement. Further, as noted above
in the case of OCM Growth, OCM Growth represented to the Company in the subscription agreements, as amended, entered into between the
Company and OCM Growth for the OCM Commitment (collectively, the “Subscription Agreement”), dated as of December 15,
2016 and July 18, 2019, that it was acquiring the securities for its own account and not with a view to resale or distribution.

Further, the selling stockholders
are responsible for paying all fees and expenses related to the Registration Statement and any broker-dealer fees or underwriting discounts
or commissions directly to any broker-dealers they engage to assist in the sale of any shares. To the extent the selling stockholders
sell any shares pursuant to the Registration Statement, the selling stockholders will retain all proceeds from such sales and the Company
will not receive any of the proceeds from any resale of the shares.

The number of shares
being sold

As disclosed in the registration statement,
the selling stockholders own 21,054,668 shares of the Company’s common stock or approximately 52% of the Company’s outstanding
common stock as of August 31, 2023. While it is true that the selling stockholders are seeking to register a large number of the
Company’s shares, the Staff’s own interpretation in CD&I 612.12 on the 1933 Act Rules, allows for secondary offerings
by a control person. Notably, the Staff indicated that,

“A controlling person of an
issuer owns a 73% block. That person will sell the block in a registered “at-the-market” equity offering. Rule 415(a)(4) applies
only to offerings by or on behalf of the registrant. A secondary offering by a control person that is not deemed to be by or on behalf
of the registrant is not restricted by Rule 415(a)(4).”

    Daniel Greenspan, Senior Counsel

    Ken Ellington, Staff Accountant

    October 26, 2023

    Page 5

The Company and the selling stockholders
believe that these interpretive provisions make clear that a single holder of in excess of 50% of the public float of a company’s
common stock can effect a valid secondary offering of its shares unless other facts, beyond the mere level of ownership, indicate that
the selling stockholder is acting as a conduit of the issuer.

The Staff has further acknowledged
this conclusion by accepting as valid many secondary offerings where a significant number of shares was being registered but the facts
did not otherwise demonstrate that the selling stockholders were acting as conduits for the issuer to effect a primary offering.

Whether the selling
stockholders are in the business of underwriting securities

Based upon the information supplied
to the Company, the selling stockholders are a part of a leadin

CORRESP
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  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

April 29, 2022

Daniel Greenspan, Senior Counsel

Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington, DC 20549

Re: Runway Growth Finance Corp.

  Preliminary Proxy
Statement on Schedule 14A

Dear Mr. Greenspan:

On behalf of
Runway Growth Finance Corp. (the “Company”), set forth below are the Company’s responses to the oral legal comments
provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the
 “SEC”) on April 20, 2022 regarding the Company’s preliminary proxy statement on Schedule 14A (the “Proxy Statement”),
which was filed on April 8, 2022. The Staff’s comments are set forth below and are followed by the Company’s responses. Capitalized
terms used but not defined herein have the meanings ascribed to such terms in the Registration Statement.

LEGAL COMMENTS

Proxy Statement

 1. On page 4 of the Proxy Statement, the Company includes a statement that
 “affirmative vote of plurality of all the votes cast at the Annual Meeting” is required under Proposal 1. Please update the
Proxy Statement to further explain how plurality voting works.

Response: The
Company respectfully advises the Staff that it has added the requested disclosure on page 10  of the Proxy Statement.

 2. On page 7 of the Proxy Statement, in Footnote 2 to the table of Beneficial Owners, the Company includes
a statement that “Pursuant to an irrevocable proxy, the shares held by OCM Growth must be voted in the same manner that our other
stockholders vote their shares.” Please note that in other portions of the Proxy Statement a phrase “voted in the same proportion”
has been used. As such, please revise the disclosure to unify the terms used.

Response: The
Company respectfully advises the Staff that it has revised the Footnote 2 to the Beneficial Owners table, in response to the Staff’s
comment.

 3. Under Proposal 3 of the Proxy Statement, the Company states that “This
conversion or exercise price may, however, be less than our NAV per share at the date such shares are issued or the date such shares are
exercised for shares of our common stock.” As such, please provide an explanation as to how this statement is in compliance with
Section 23(b) and Section 63(2) of the Investment Company Act of 1940, as amended (the “1940 Act”).

    1

  Daniel Greenspan, Senior Counsel

 Lauren Hamilton, Staff Accountant

 April 29, 2022

Page 2

Response: The
Company respectfully advises the Staff that in accordance with Section 61(a)(4) of the 1940 Act, any securities that may be converted
into or exercised for shares of the Company’s common stock will not be issued at the time such options, warrants or rights to subscribe
to, convert to or purchase shares of the Company’s common stock are issued at a conversion or exercise price per share less than
the Company’s current market price at the date of such issuance. However, the Company’s current market price may fluctuate
with the changes in the financial markets such that when shares are ultimately issued, the price at which such shares are issued upon
a conversion or exercise may be at a price less than the Company’s NAV per share. The provisions of Section 63(3) of the 1940 Act
address this issue by specifically permitting a business development company (“BDC”) to sell its common stock at a price below
the current net asset value upon the exercise of any warrant, option, or right issued in accordance with Section 61(a)(4).

 4. On page 26 of the Proxy Statement, under Proposal 3, “Key Stockholders
Considerations” paragraph please consider including a table reflecting the dilutive effect if shares of the Company’s common
stock are issued below the then current net asset value per share in accordance with Section 63(2).

Response: The
Company respectfully advises the Staff that dilutive impact of the issuance of shares of common stock upon the exercise of any warrant,
option, or right is not certain. As noted above, Company’s current market price may fluctuate with the changes in the financial
markets such that when shares are ultimately issued, the price at which such shares are issued upon a conversion or exercise may, or may
not be, at a price less than the Company’s then current net asset value per share. Further, unlike sales of a BDC’s common
stock below the current net asset value per share in regular offering that requires approval by a majority of the outstanding voting securities
in accordance with Section 63(2) of the 1940 Act, the Company is not requesting shareholder approval to issue shares of its common stock
below net asset value per share because Section 63(3) of the 1940 Act specifically permits a BDC to sell its common stock at a price below
the current net asset value upon the exercise of any warrant, option, or right issued in accordance with Section 61(a)(4). In addition,
the determination of whether there is or will be a dilutive impact is much more uncertain as compared to an offering under Section 63(2)
of the 1940 Act. For example, the purchase price and other terms of the warrant or option must first be considered, which, in addition
to an exercise or conversion price may include dividend or interest rates, anti-dilution protections, redemption prices, and maturity
date among others. Any hypothetical table would have to build in various assumptions beyond just the exercise price or conversion price,
which would be cumbersome and more confusing to investors. As a result, the Company does not believe that including a table showing the
potential dilutive impact of issuing shares below net asset value per share upon the exercise of any warrant, option, or right will be
helpful to shareholders and may, in fact, be misleading.

*             	*             	*

  Daniel Greenspan, Senior Counsel

 Lauren Hamilton, Staff Accountant

 April 29, 2022

Page 3

If you have
any questions or additional comments concerning the foregoing, please contact me at (202) 383-0845.

  Sincerely,

  /s/ Stephani M. Hildebrandt

  Stephani
M. Hildebrandt

    cc:

    R. David Spreng, Runway Growth Finance Corp.

    Thomas B. Raterman, Runway Growth Finance Corp.

CORRESP
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    Eversheds Sutherland (US) LLP

    700 Sixth Street, NW, Suite 700

    Washington, DC 20001-3980

    D: +1 202.383.0176

    F: +1 202.637.3593

    stephanihildebrandt@eversheds-sutherland.com

April 22, 2022

Daniel Greenspan, Senior Counsel

Ken Ellington, Staff Accountant

John Lee, Branch Chief

Christian Sandoe, Assistant Director

Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington, DC 20549

 Re: Runway Growth Finance Corp.

Amended Registration
Statement on Form N-2

Dear Mr. Greenspan:

On
behalf of Runway Growth Finance Corp. (the “Company”), set forth below are the Company’s responses to the oral legal
comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) on April 21, 2022 regarding the Company’s amended registration statement on Form N-2 (as amended, the “Registration
Statement”), including the preliminary prospectus contained therein (the “Prospectus”),
which was filed on April 20, 2022. The Staff’s comments are set forth below and are followed by the Company’s responses. Capitalized
terms used but not defined herein have the meanings ascribed to such terms in the Registration Statement.

PROSPECTUS

 1. In the Fees and Expenses table on page 13 of the Prospectus, we note
that “Other Expenses” line item changes from 1.05% in the Company’s Registration Statement filed on January 13, 2022
to zero in the amendment filed on April 20, 2022. Please provide an explanation for the change in the line item amount.

Response:
The Company respectfully advises the Staff that the correct amount in the “Other Expenses”
line item was omitted due to a clerical error in the calculation. Further, the Company undertakes to ensure that any prospectus supplement
filed in connection with a future offering under the Registration Statement will be updated to include the correct amounts in the Fees
and Expenses table, including in the “Other Expenses” line item.

 2. Please describe in correspondence whether the changes in the amendment to the financial statements in
the Form 10-K filed on March 14, 2022 were material and how was it determined that an updated audit opinion was not required.

Response:
The Company respectfully advises the Staff that, the amendment related to a formula error
in the calculation of a metric. In the course of its review, the Company considered Staff Accounting Bulletin 99 relating to assessing
materiality, including the following:

    1

    Daniel Greenspan, Senior Counsel

    Lauren Hamilton, Staff Accountant

    April 22, 2022

    Page
    2

 · while earnings per share is a precise measurement, it is not a financial
statement balance;

 · the Company’s reported earnings and quarterly earnings per share
were accurately reported in the original Form 10-K and, as a result, the misstatement did not mask a change in earnings or other trends;
and

 · the misstatement did not hide a failure to meet analysts' consensus
expectations for the Company because the earnings and the quarterly earnings per share were correctly reported, which is what analysist
generally rely on when reviewing expectations for a Company.

In
addition, the Company determined that the misstatement did not:

 · change a loss into income or vice versa;

 · affect the Company’s compliance with regulatory requirements;

 · affect the Company’s compliance with loan covenants or other contractual
requirements;

 · have the effect of increasing management's compensation; or

 · involve concealment of an unlawful transaction.

As a result, the Company determined
the correction of the formula error and resultant impact on the metric was not material. Additionally, the supplemental audit procedures
were limited to recalculation of the weighted average shares and the impact on the related metrics and an updated audit opinion was not
necessary.

 3. We note that “Other Expenses” line item in the Fees and Expenses table included in the Form
10-K filed on March 14, 2022 was incorrectly calculated to be zero. Please explain whether the Company intends to file an amendment to
the Form 10-K to correct this line item.

Response:
 The Company respectfully advises the Staff that it does not intend to file an amendment
to the Company’s Form 10-K to correct the misstatement in the “Other Expenses” line item in the Fees and Expenses table
included in the Form 10-K filed on March 14, 2022. The Company does not believe that the misstatement is material and, as noted above,
undertakes to ensure that any prospectus supplement filed in connection with a future offering under the Registration Statement will be
updated to include the correct amounts in the Fees and Expenses table, including in the “Other Expenses” line item. In addition,
the Company undertakes to include an updated Fees and Expenses table in the quarterly report on Form 10-Q for the quarter ended March
31, 2022 that it will be filing in the coming weeks.

*             *             *

If you have
any questions or additional comments concerning the foregoing, please contact me at (202) 383-0845.

    Sincerely,

    /s/ Stephani M. Hildebrandt

    Stephani M. Hildebrandt

    cc:

    R. David Spreng, Runway Growth Finance Corp.

    Thomas B. Raterman, Runway Growth Finance Corp.

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

April 20, 2022

Daniel Greenspan, Senior Counsel

Ken Ellington, Staff Accountant

John Lee, Branch Chief

Christian Sandoe, Assistant Director

Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington, DC 20549

Re: Runway Growth Finance Corp.

  Registration Statement on Form N-2

Dear Mr. Greenspan:

On behalf of Runway Growth Finance Corp. (the
 “Company”), set forth below are the Company’s responses to the oral legal comments provided by the staff of the Division
of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on February 14,
2022 regarding the Company’s registration statement on Form N-2 (as amended, the “Registration Statement”), including
the preliminary prospectus contained therein (the “Prospectus”), which was filed on January 13, 2022. The Staff’s
comments are set forth below and are followed by the Company’s responses. Capitalized terms used but not defined herein have the
meanings ascribed to such terms in the Registration Statement.

LEGAL COMMENTS

PROSPECTUS

 1. On page 1 of the Prospectus, the Company includes a statement that “We have not independently
verified the accuracy or completeness of the data contained in these industry publications and reports.” Please note that you are
responsible for the entire contents of the Registration Statement. As such, please revise the disclosure to clarify that you are liable
for such information.

Response: The Company respectfully
advises the Staff that it has revised the disclosure in the Prospectus in response to the Staff’s comment.

 2. On page 51 of the Prospectus, the Company includes a statement that it does not anticipate issuing
preferred stock in the near future. On a supplemental basis, please confirm that the Company does not have any plans to issue preferred
stock for at least one year from the effective date of this Registration Statement.

Response: On a supplemental basis,
the Company respectfully advises the Staff that it does not have any plans to issue preferred stock for at least one year from the effective
date of this Registration Statement.

*	     *	     *

    1

    Daniel Greenspan, Senior Counsel

    Lauren Hamilton, Staff Accountant

    [April [●], 2022

    Page 2

If you have any questions or additional comments
concerning the foregoing, please contact me at at (202) 383-0845.

    Sincerely,

    /s/ Stephani M. Hildebrandt

    Stephani M. Hildebrandt

    cc:

    R. David Spreng, Runway Growth Finance Corp.

    Thomas B. Raterman, Runway Growth Finance Corp.

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

April 26, 2021

Via EDGAR

Mr. Daniel Greenspan

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Runway Growth Credit Fund Inc.
 – Preliminary Proxy Statement

Dear Mr. Greenspan:

On behalf of Runway Growth Credit Fund Inc. (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 U.S. Securities and Exchange Commission (the “SEC”) to the Company
on April 16, 2021 regarding the Company’s preliminary proxy statement as filed with the SEC on April 9, 2021. Each of
the Staff’s comments are set forth below and followed by the Company’s response. Where applicable, revisions to the preliminary
proxy statement referenced in the below response are set forth in the Company’s definitive proxy statement filed with the SEC concurrently
herewith (the “Proxy Statement”).

 1. Please be aware that the SEC has published guidance on virtual stockholder meetings.

    Response: The Company acknowledges
the Staff’s comment and confirms that holding it will hold the virtual Annual Meeting consistent with relevant SEC guidance. The
Company respectfully advises the Staff that it has reviewed the SEC guidance, applicable Maryland law and the Company’s governing
documents, including its charter and bylaws, and has determined that holding a virtual meeting is permissible thereunder. The Company
respectfully refers the staff to Section 2-503(b)(1) of the Maryland General Corporation Law (“MGCL”), which provides,
in relevant part, that if a board of directors is authorized to determine the place of a meeting of stockholders, the board of directors
may determine that the meeting not be held at any place, but instead may be held solely by means of remote communication. The Company
also respectfully refers the Staff to Section 1 of Article II of the Company’s bylaws, which authorizes the Company’s
Board of Directors to determine the place at which a meeting of stockholders will be held and does not prohibit holding a stockholder
meeting by remote communication.

 2. Please add a summary discussion of the changes to the management and incentive fee calculation to the
introductory paragraph under the heading “Summary of Changes in the Amended Advisory Agreement.”

    Response: The Company has revised
page 25 of the Proxy Statement in response to the Staff’s comment.

 3. Please discuss supplementally why broker non-votes are deemed to be present at the Company’s
annual stockholder meeting.

    Response: The Company respectfully
advises the Staff that broker non-votes are deemed to be present at the meeting because the Proxy Statement includes a vote to approve
a “routine matter,” the ratification of the appointment of the Company’s auditors. A “broker non-vote” occurs
when banks, brokers or others who hold shares in street name for a client return a proxy but provide no instruction as to how shares should
be voted on a particular matter.

    Eversheds Sutherland
    (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland.  For
    a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

Pursuant to the Securities Exchange
Act of 1934, as amended, brokers are only permitted to vote shares held in street name for a client on routine matters. Because the Company
has a “routine matter” on the agenda for approval at the Annual Meeting, the ratification of the appointment of the Company’s
auditors, brokers are permitted to vote shares at the Annual Meeting and will therefore be deemed present at the Annual Meeting.

Under §2-506(a)(1) of the
MGCL, a quorum is determined by counting the number of shares held by persons who are present “in person or by proxy.” A stockholder
who is physically or virtually present at a meeting should be counted as “present” for purposes of determining the existence
of a quorum, whether or not the stockholder votes. The same rule applies to a stockholder who is “present . . . by proxy .
. . .” That is, if a stockholder returns a properly executed proxy or otherwise authorizes a proxy (and the proxy holder attends
the meeting or properly submits the proxy), he or she should be counted as present “by proxy,” whether he or she votes on
all matters, only some matters or no matters at all.

Section 6 of the Company’s
bylaws contains a corresponding provision: “At any meeting of stockholders, the presence in person or by proxy of the holders of
shares of stock of the Corporation entitled to cast a majority of all the votes entitled to be cast (without regard to class) shall constitute
a quorum at any meeting of the stockholders, except with respect to any such matter that, under applicable statutes or regulatory requirements,
requires approval by a separate vote of one or more classes of stock, in which case the presence in person or by proxy of the holders
of shares entitled to cast a majority of the votes entitled to be cast by each such class on such a matter shall constitute a quorum.”

Therefore, deeming a “broker non-vote”
(i.e., a proxy provided with no instructions on how the shares should be voted) present at the Annual Meeting is consistent with the MGCL.

The Company supplementally advises the
Staff that because the Company’s shares are offered privately, a majority of the Company’s shares are held directly by shareholders
and not by brokers in street name. As such, “broker non-votes” are not expected to constitute a majority of the holders of
shares present at the meeting.

 4. Please discuss supplementally the Company’s ability to adjourn the meeting without stockholder
input when a quorum is not present.

Response: The Company advises
the Staff that the MGCL expressly permits adjournment of a convened stockholders’ meeting to a later date, for any or no reason.

Consistent with the MGCL, Section 6
of the Company’s bylaws also contains a corresponding provision that provides the chairman of the meeting with broad authority to
adjourn a meeting of stockholders: “If, however, such quorum is not present at any meeting of the stockholders, the chairman of
the meeting shall have the power to (a) adjourn the meeting from time to time to a date not more than 120 days after the original
record date without notice other than announcement at the meeting or (b) conclude the meeting without adjournment to another date.
If a meeting is adjourned and a quorum is present at such adjournment, any business may be transacted which might have been transacted
at the meeting as originally notified.”

In addition, the Proxy Statement explicitly
states that “[i]f a quorum is not present at the Annual Meeting, the person named as chair of the Annual Meeting may adjourn the
meeting to permit further solicitation of proxies. The persons named as proxies will vote those proxies for such adjournment, unless marked
to be voted against any proposal for which an adjournment is sought, to permit further solicitation of proxies. A stockholder vote may
be taken on one or more of the proposals in this proxy statement prior to any such adjournment if there are sufficient votes for approval
on such proposal(s).”

As a result, stockholders who execute
a proxy are aware that the persons named as proxies may propose an adjournment and will have authorized the named proxies to adjourn the
Annual Meeting.

*	     *	     *

If you have any questions
or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0845.

    Sincerely,

    /s/ Stephani M. Hildebrandt

    Stephani M. Hildebrandt

Cc: Thomas B. Raterman, Runway Growth
Credit Fund Inc.

  Steven B. Boehm, Eversheds
Sutherland (US) LLP

CORRESP
1
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        Eversheds Sutherland (US) LLP

        700 Sixth Street, NW, Suite 700

        Washington, DC 20001-3980

        D: +1 202.383.0176

        F: +1 202.637.3593

        stevenboehm@eversheds-sutherland.com

August 24, 2017

VIA EDGAR

Angela Mokodean

Senior Counsel – Office of Disclosure Review and Accounting

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

 Re: Runway Growth Credit Fund Inc.

Preliminary Proxy Materials on
Schedule 14A filed August 9, 2017

File No. 814-01180

Dear Ms. Mokodean:

On behalf of Runway
Growth Credit Fund Inc. (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 “Commission”) to the Company with respect to the Company’s preliminary proxy statement
on Schedule 14A (File No. 814-01180), filed with the Commission on August 9, 2017 (the “Proxy Statement”).
The Staff’s comments are set forth below in italics and are followed by the Company’s responses.

Comment
No. 1: We refer to the general internet address cited on page 1 of the Proxy Statement. Please replace the internet
address here with the specific internet address at which the proxy materials may be located and accessed by shareholders. Please
also make this revision throughout the Proxy Statement, where applicable.

Response:
The Company has revised the disclosure throughout the Proxy Statement, as requested.

Comment
No. 2: On page 7 of the Proxy Statement, under the section entitled “Certain Relationships and Related Transactions,”
please consider presenting in a chart the information relating to the base management fee and incentive fee structure under the
Company’s existing investment advisory agreement in order to more clearly present the information to shareholders.

Response:
The Company has revised the disclosure on page 7 of the Proxy Statement, to add several headings to more clearly break out the
various provisions of the Existing Advisory Agreement.

U.S. Securities and Exchange Commission

Division of Investment Management

August 24, 2017

Page 2

Comment
No. 3: Please define the term “pre-incentive fee net investment income” in the last paragraph on page
7 of the Proxy Statement, under the section entitled “Certain Relationships and Related Transactions.”

Response:
The Company has added the definition of “pre-incentive fee net investment income” to the disclosure on page
7 of the Proxy Statement, as requested.

Comment
No. 4: On page 8 of the Proxy Statement, please clarify what the term “non-control/non-affiliate investments”
means.

Response:
The Company has revised the disclosure on page 8 of the Proxy Statement, as requested.

Comment
No. 5: With regard to the section entitled “Proposal 1: Amendment and Restatement of Investment Advisory Agreement”
starting on page 11 of the Proxy Statement, please confirm that Runway Growth Capital LLC is the same legal entity as GSV Growth
Credit LLC.

Response:
The Company advises the Staff, on a supplemental basis, that GSV Growth Credit LLC changed its name to Runway Growth Capital LLC
on June 27, 2017 and is the same legal entity.

Comment
No. 6: We refer to the following sentence in the first paragraph on page 11 of the Proxy Statement: “However,
in order to ensure that the calculation of the base management fee under our investment advisory agreement is clear and that the
total return requirement under the income incentive fee calculation is not overly punitive, the Board and the Adviser have
determined that the agreement should be amended.” (emphasis added)

With regard
to the underlined text, please clarify for whom the Company’s board of directors and investment adviser want to ensure the
income incentive fee calculation is not overly punitive (e.g., the Company’s shareholders, the investment adviser, etc.).

Response:
The Company has revised the disclosure on page 11 of the Proxy Statement, as requested.

Comment
No. 7: We refer to the description of the changes to the base management fee on page 11 of the Proxy Statement,
under the section entitled “Advisory Fees Under the Amended Advisory Agreement.” Please provide a plain English description
of the changes to the base management fee under the Amended Advisory Agreement, including with regard to the cap on the base management
fee thereunder. In this regard, please clarify that the cap on the base management fee is an annual, rather than quarterly, determination.
Please also discuss the practical impact this may have on the Company’s shareholders. For example, shareholders may be indirectly
bearing a higher base management fee for a period of time until the first quarter in the subsequent year when the base management
fee is reconciled to the applicable cap on such fee.

Response:
The Company has revised the disclosure on pages 12-13 of the Proxy Statement, as requested.

U.S. Securities and Exchange Commission

Division of Investment Management

August 24, 2017

Page 3

Comment
No. 8: We refer to the description of the changes to the base management fee on page 11 of the Proxy Statement,
under the section entitled “Advisory Fees Under the Amended Advisory Agreement.” Please add an explanation of how the
base management fee will be deducted in subsequent quarters, as applicable, based upon application of the “Excess Fee”
mechanism described in the Amended Advisory Agreement. Please also discuss the practical impact this may have on the Company’s
shareholders. In this regard, please discuss any potential effects the “Excess Fee” mechanism may have on those shareholders
who purchase shares or sell their shares before the base management fee is reconciled to the applicable cap as a result of the
application of the “Excess Fee” mechanism.

Response:
The Company has revised the disclosure on pages 12-13 of the Proxy Statement, as requested. The Company also supplementally advises
the Staff that because the shares of the Company’s common stock are not generally transferable, the Company does not believe
there is a material impact on those shareholders who purchase shares or sell their shares before the base management fee is reconciled
to the applicable cap as a result of the application of the “Excess Fee” mechanism.

Comment
No. 9: We refer to the last bullet point on page 11 of the Proxy Statement, under the section entitled “Advisory
Fees Under the Amended Advisory Agreement.” Please add language to explain whether the revisions discussed therein represent
a clarification of the calculations made under the Company’s investment advisory agreement or whether they represent a substantive
change. If the revisions represent a substantive change, please explain the changes in plain English.

Response:
The Company has revised the disclosure on pages 12-13 of the Proxy Statement, as requested.

Comment
No. 10: We refer to the fifth bullet point on page 12 of the Proxy Statement, under the section entitled “Advisory
Fees Under the Amended Advisory Agreement.” Please add disclosure to explain the practical effects, if any, of the revision
to include the defined term “Gross Assets” in the calculation of the reduction to the Company’s pre-incentive
fee net investment income rather than “total assets”. If this revision represents a substantive change, please explain
the changes in plain English.

Response:
The Company has revised the disclosure on page 14 of the Proxy Statement, as requested.

U.S. Securities and Exchange Commission

Division of Investment Management

August 24, 2017

Page 4

Comment
No. 11: We refer to final bullet point on page 12 of the Proxy Statement, under the section entitled “Advisory
Fees Under the Amended Advisory Agreement.” Please include a plain English explanation of the revisions to the total return
requirement under the Amended Advisory Agreement. In this regard, please explain whether shareholders are more or less likely to
pay the income incentive fee as a result of the revisions creating a two-pronged total return requirement.

Response:
The Company has revised the disclosure on page 14 of the Proxy Statement, as requested.

Comment
No. 12: On page 14 of the Proxy Statement, in the discussion of the board of directors’ considerations in
approving the Amended Advisory Agreement, please clarify whether the Company’s board of directors considered during its deliberations
the Company’s and its investment adviser’s prior investment performance. If so, please add disclosure discussing the
consideration given by the board of directors to such factor. If the Company’s board of directors did not consider investment
performance to be relevant in its approval of the Amended Advisory Agreement, please note this and explain the reasons why the
factor is not relevant. We refer the Company to Item 22(c)(11)(i) of Rule 14a-101 under Regulation 14A.

Response:
The Company has revised the disclosure on page 16 of the Proxy Statement, as requested.

Comment
No. 13: In the first bullet point on page 14 of the Proxy Statement, in the discussion of the board of directors’
considerations in approving the Amended Advisory Agreement, please clarify whether the nature, quality and extent of the services
provided by the Company’s investment adviser under the Amended Advisory Agreement are expected to change when compared to
the services provided under the Existing Advisory Agreement.

Response:
The Company has revised the disclosure on page 16 of the Proxy Statement, as requested.

Comment
No. 14: We refer to the fifth bullet point on page 14 of the Proxy Statement, in the discussion of the board of
directors’ considerations in approving the Amended Advisory Agreement. The Company does not seem to include in the Proxy
Statement a discussion of the board of directors’ consideration of any existing and potential sources of indirect income
to the Company’s investment adviser from its relationship with the Company. Please add disclosure regarding the consideration
given by the Company’s board of directors to this factor. If the Company’s board of directors did not consider this
factor to be relevant in its approval of the Amended Advisory Agreement, please note this and explain the reasons why the factor
is not relevant.

Response:
The Company has revised the disclosure on page 16 of the Proxy Statement, as requested.

U.S. Securities and Exchange Commission

Division of Investment Management

August 24, 2017

Page 5

Comment
No. 15: We refer to the following sentence on page 14 of the Proxy Statement: “The Board concluded that
the substantive terms of the Amended Advisory Agreement, including the services to be provided, are generally the same as those
of comparable BDCs described in the market data then available and that it would be difficult to obtain similar services from other
third-party service providers.”

Given the
fact that the Company’s board of directors concluded that the substantive terms of the Amended Advisory Agreement, including
the services to be provided thereunder, are generally the same as the investment advisory agreements of comparable business development
companies, please explain why it would be difficult for the Company to obtain similar services from other third-party service providers.

Response:
The Company has revised the disclosure on page 16 of the Proxy Statement, to clarify the Board’s considerations.

Comment
No. 16: With regard to the paragraph on page 14 discussing “Economies of Scale,” please add disclosure
that relates to the specific circumstances of the Company, including the Board’s conclusion with respect to its consideration
thereof.

Response:
The Company has revised the disclosure on page 16 of the Proxy Statement, as requested.

Comment
No. 17: On page 17 of the Proxy Statement, under the section entitled “Submission of Stockholder Proposals,”
please confirm that all referenced submission deadlines for stockholder proposals have been correctly calculated.

Response:
The Company supplementally confirms that the submission deadlines for stockholder proposals have been correctly calculated.

Comment
No. 18: On page A-10 of the Proxy Statement, please clarify to what the variable “Y” refers in the penultimate
bullet point.

Response:
The Company has revised the Exhibit of the Amended Advisory Agreement included on page A-10 of the Proxy Statement, to clarify
the definitions.

Comment
No. 19: Please confirm that the example presented in the last bullet point on page A-10 of the Proxy Statement is
an accurate statement and revise accordingly if necessary. Also, we note that the last bullet point does not seem to contemplate
that the Excess Fee reduction mechanism may be applied to multiple subsequent quarters. Please revise the example to account for
this possibility.

Response:
The Company supplementally confirms that the example presented in the last bullet point on page A-10 of the Proxy Statement is
an accurate statement and has revised the last example to contemplate that the Excess Fee reduction mechanism may be applied to
multiple subsequent quarters.

U.S. Securities and Exchange Commission

Division of Investment Management

August 24, 2017

Page 6

*       *      *

If you have any questions
or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176 or Stephani M. Hildebrandt at
(202) 383-0845.

Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

 cc: R. David Spreng, Runway Growth Credit Fund Inc.

Thomas B. Raterman, Runway Growth Credit
Fund Inc.

Stephani M. Hildebrandt, Esq.