SEC Division of Investment Management staff letter: Main Street Capital Corporation

SUTHERLAND ASBILL & BRENNAN LLP
1275 Pennsylvania Avenue, NW
SUTHERLAND Washington, DC 20004.2415
202.383.0100 Fax 202.637.3593
www.sutherland.com
STEVEN B. BOEHM
DIRECT LINE: 202.383.0176
E-mail: steven.boehm@sulherland.com
June 20, 20 I I
VIA U.S. Mail
Nadya Roytblat, Esq.
Deputy Chief Counsel
Division ofInvestment Management
U.S Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Rille 32a-4 of tbe Investment Company Act of J940 Dear Ms. Roytblat:
We are writing on behalf of our client Main Street Capital Corporation (the "Company"), a closed-end management 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,,)l We respectfully request your assurance that the staff of the Division ofInvestment Management (the "Staff') wi ll not recommend that the Securities and Exchange Commission (the "Commission") take enforcement action under section 32(a) of the 1940 Act against the Company if the Company does not submit the selection of the Company's independent public accountant to shareholders for ratification or rejection at the Company's next succeeding annual meetings of shareholders, provided that the Company fully complies with Rule 32a-4 as if it were a registered management company2 As discussed below, we submit that none of the investor protection policies underlying the 1940 Act are implicated in the present circumstances. Unless otherwise noted, all statutory and regulatory provisions referenced herein are provisions of the 1940 Act or rules proml~gated thereunder. Our letter seeks to formalize oral no-action relief provided by James M. Curtis of tile Staff to the undersigned on June 14, 2011. 1273 10.57.4