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	March 15, 2017 VIA EDGAR Deborah O’Neal-Johnson, Esq. Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re:  Fidus Investment Corporation Preliminary Proxy Materials on Schedule 14A filed March 2, 2017 File No. 814-00861 Dear Ms. O’Neal-Johnson: On behalf of Fidus Investment Corporation (the “Company”), set forth below are the Company’s responses to the comments of the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) that we received on March 9, 2017 regarding the Company’s preliminary proxy statement filed on March 2, 2017. The Staff’s comment is set forth below and is followed by the Company’s response. References to the “proxy statement” contained herein are to the definitive proxy statement filed with the SEC concurrently with this letter. 1.      Comment: Please revise the proxy card so that boxes for voting options (“For,” “Withhold Authority, and “For All Except”) appear next to the name of each Class III Director up for election at the 2017 annual meeting of stockholders. Response: The Company has revised the above-referenced disclosure in response to the Staff’s comment. *        *        *         *        * [Remainder of Page Intentionally Blank] 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.

			U.S. Securities and Exchange Commission March 15, 2017 Page 2
	If you have any questions or additional comments concerning the foregoing, please contact me at (202) 383-0523.
		Sincerely,
		/s/ Lisa A. Morgan Lisa A. Morgan