EXHIBIT 10.1DIVIDEND REINVESTMENT PLANOFPATRIOT CAPITAL FUNDING, INC.     Patriot Capital Funding, Inc., a Delaware corporation (the “Corporation”), hereby adopts thefollowing plan (the “Plan”) with respect to dividends and distributions declared by its Board ofDirectors on shares of its Common Stock:     1. Unless a stockholder specifically elects to receive cash as set forth below, alldividends and all distributions hereafter declared by the Board of Directors shall be payable inshares of the Common Stock of the Corporation, and no action shall be required on suchstockholder’s part to receive a dividend or a distribution in stock.     2. Such dividends and distributions shall be payable on such date or dates as may be fixedfrom time to time by the Board of Directors to stockholders of record at the close of business onthe record date for the dividend and/or distribution involved.     3. The Corporation shall use primarily newly-issued shares of its Common Stock to implementthe Plan, whether its shares are trading at a premium or at a discount to net asset value.However, the Corporation reserves the right to purchase shares in the open market in connectionwith the implementation of the Plan. The number of newly-issued shares to be issued to astockholder shall be determined by dividing the total dollar amount of the distribution payable tosuch stockholder by the market price per share of the Corporation’s Common Stock at the close ofregular trading on the principal national securities exchange for the shares on the valuation datefixed by the Board of Directors for such dividend or distribution. Market price per share on thatdate shall be the closing price for such shares on such principal national securities exchange or,if no sale is reported for such day, at the average of their reported bid and asked prices. Sharespurchased in open market transactions by the Plan Administrator shall be allocated to eachParticipant (as defined below) based upon the average purchase price, excluding any brokeragecharges or other charges, of all shares of Common Stock purchased with respect to the applicabledividend and/or distribution.     4. A stockholder may, however, elect to receive his, her or its dividends and distributionsin cash. To exercise this option, such stockholder shall notify American Stock Transfer & TrustCompany, the plan administrator and the Corporation’s transfer agent and registrar (collectivelythe “Plan Administrator”), in writing so that such notice is received by the Plan Administrator nolater than the record date fixed by the Board of Directors for the dividend and/or distributioninvolved.     5. The Plan Administrator will set up an account for shares acquired pursuant to the Planfor each stockholder who has not so elected to receive dividends and distributions in cash (each a“Participant”). The Plan Administrator may hold each Participant’s shares, together with the shares of other Participants, in non-certificated form in the Plan Administrator’s name or thatof its nominee. Upon request by a Participant, received in writing nolater than 10 days prior to the record date, the Plan Administrator will, instead of crediting shares to and/or carrying sharesin a Participant’s account, issue, without charge to the Participant, a certificate registered inthe Participant’s name for the number of whole shares payable to the Participant and a check forany fractional share.     6. The Plan Administrator will confirm to each Participant each acquisition made pursuant tothe Plan as soon as practicable but not later than 10 business days after the date thereof.Although each Participant may from time to time have an undivided fractional interest (computed tothree decimal places) in a share of Common Stock of the Corporation, no certificates for afractional share will be issued. However, dividends and distributions on fractional shares will becredited to each Participant’s account. In the event oftermination of a Participant’s account under the Plan, the Plan Administrator will adjust for any such undividedfractional interest in cash at the market value of theCorporation’s shares at the time of termination.     7. The Plan Administrator will forward to each Participant any Corporation related proxysolicitation materials and each Corporation report or othercommunication to stockholders, and will vote any shares held by it under the Plan in accordance with the instructionsset forth on proxies returned by Participants to the Corporation.     8. In the event that the Corporation makes available to its stockholders rights to purchaseadditional shares or other securities, the shares held by the Plan Administrator for eachParticipant under the Plan will be added to any other shares held by the Participant incertificated form in calculating the number of rights to be issued to the Participant.
 

 
     9. The Plan Administrator’s service fee, if any, and expenses for administering the Planwill be paid for by the Corporation.     10. Each Participant may terminate his, her or its account under the Plan by so notifying thePlan Administrator via the Plan Administrator’s website at www.amstock.com, by filling out thetransaction request form located at the bottom of the Participant’s Plan statement and sending itto American Stock Transfer & Trust Company, P.O. Box 922, Wall Street Station, New York, NY10269-0560 or by calling the Plan Administrator’s Interactive Voice Response System at1-877-366-6442. Such termination will be effective immediately if the Participant’s notice isreceived by the Plan Administrator at least 2 days prior to any dividend or distribution recorddate; otherwise, such termination will be effective only with respect to any subsequent dividend ordistribution. The Plan may be terminated by the Corporation upon notice in writing mailed to eachParticipant at least 30 days prior to any record date for the payment of any dividend ordistribution by the Corporation. Upon any termination, the Plan Administrator will cause acertificate or certificates to be issued for the full shares held for the Participant under thePlan and a cash adjustment for any fractional share to be delivered to the Participant withoutcharge to the Participant. If a Participant elects by his, her or its written notice to the PlanAdministrator in advance of termination to have the Plan Administrator sell part or all of his, her or its sharesand remit the proceeds to the Participant, the Plan Administrator is authorized to deduct a $15 transaction fee plus a $0.10 per share brokerage commission from the proceeds.     11. These terms and conditions may be amended or supplemented by the Corporationat any time but, except when necessary or appropriate to comply with applicable law or the rules orpolicies of the Securities and Exchange Commission or any other regulatoryauthority, only by mailing to each Participant appropriate written notice at least 30 days prior tothe effective date thereof. The amendment or supplement shall be deemed to be accepted by eachParticipant unless, prior to the effective date thereof, the Plan Administrator receives writtennotice of the termination of his, her or its account under the Plan. Any such amendment may includean appointment by the Plan Administrator in its place and stead of a successor agent under theseterms and conditions, with full power and authority to perform all or any of the acts to beperformed by the Plan Administrator under these terms and conditions. Upon any such appointment ofany agent for the purpose of receiving dividends and distributions, theCorporation will be authorized to pay to such successor agent, for each Participant’s account, alldividends and distributions payable on shares of the Corporation held in the Participant’sname or under the Plan for retention or application by such successor agent as provided in theseterms and conditions.     12. The Plan Administrator will at all times act in good faith and use its best effortswithin reasonable limits to ensure its full and timely performance of all services to be performedby it under this Plan and to comply with applicable law, but assumes no responsibility and shall not beliable for loss or damage due to errors unless such error is caused by the Plan Administrator’s