RegAlert2013-11-07
Added · Updated
SEC Division of Investment Management staff letter: Main Street Capital Corporation
Main Street Capital Corporation requests assurance that the Staff will not recommend enforcement action under Section 12(d)(3) of the Investment Company Act of 1940 if its wholly-owned subsidiary, Main Street Capital Partners, LLC, registers as an investment adviser under the Advisers Act. The Parent Company argues that this structure avoids generating Bad RIC Income, which would jeopardize its regulated investment company tax status, while mitigating conflicts of interest and liability concerns associated with the statutory prohibition. The letter asserts that the legislative history of Section 12(d)(3) supports interpreting the provision to exclude wholly-owned subsidiaries engaged solely in investment advisory activities.
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SUTHERLAND ASBILL & BRENNAN LLP
700 Sixth Street, NW, Suite 700
Washington, DC 20001-3980
202.383.0100 Fax 202.637.3593
www.sutherland.com
STEVEN B. BOEHM
DIRECT LINE: 202.383.0176
E-mail: steven.boehm@sutherland.com
VIA COURIER
Associate Director and Chief Counsel
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Main Street Capital Corporation
Dear Mr. Scheidt:
We are writing on behalf of Main Street Capital Corporation (the “Parent Company”), an internally-managed, closed-end investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) to seek assurances that the staff of the Division of Investment Management (the “Staff”) will not recommend enforcement action to the Securities and Exchange Commission (the “Commission” or “SEC”) under Section 12(d)(3) of the Investment Company Act of 1940 (the “1940 Act”), made applicable to BDCs by Section 60 of the 1940 Act, if Main Street Capital Partners, LLC, a wholly-owned subsidiary of the Parent Company (the “Subsidiary”), registers as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”).
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Source: Securities and Exchange Commission — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
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