AGENCY:

Securities and Exchange Commission (“Commission” or “SEC”).

ACTION:

Notice.

Notice of application for an order under sections 17(d) and 57(i) of the Investment Company Act of 1940 (the “Act”) and rule 17d-1 under the Act to permit certain joint transactions otherwise prohibited by sections 17(d) and 57(a)(4) of the Act and rule 17d-1 under the Act.

Summary of Application:

Applicants request an order to permit certain business development companies and closed-end management investment companies to co-invest in portfolio companies with each other and with certain affiliated investment entities.

Applicants:

Main Street Capital Corporation, MSC Income Fund, Inc., MSC Adviser I, LLC, Main Street CA Lending, LLC, Main Street Capital III, LP, Main Street Equity Interests, Inc., Main Street Mezzanine Fund, LP, MSCC Funding I, LLC, MSC California Holdings LP, MSC Equity Holding, LLC, MSC Equity Holding II, Inc., MSIF Funding, LLC, MS Private Loan Fund I, LP and MS Private Loan Fund II, LP.

Filing Dates:

The application was filed on May 21, 2025, and amended on August 14, 2025.

Hearing or Notification of Hearing:

An order granting the requested relief will be issued unless the Commission orders a hearing. Interested persons may request a hearing on any application by emailing the SEC's Secretary at Secretarys-Office@sec.gov and serving the Applicants with a copy of the request by email, if an email address is listed for the relevant Applicant below, or personally or by mail, if a physical address is listed for the relevant Applicant below. Hearing requests should be received by the Commission by 5:30 p.m. on September 19, 2025, and should be accompanied by proof of service on applicants, in the form of an affidavit or, for lawyers, a certificate of service. Pursuant to rule 0-5 under the Act, hearing requests should state the nature of the writer's interest, any facts bearing upon the desirability of a hearing on the matter, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by emailing the Commission's Secretary at Secretarys-Office@sec.gov.

ADDRESSES:

The Commission: Secretarys-Office@sec.gov. Applicants: Jason B. Beauvais, Main Street Capital Corporation, JBeauvais@mainstcapital.com; and Eversheds Sutherland (US) LLP, Steven B. Boehm, Esq., stevenboehm@eversheds-sutherland.us and Anne G. Oberndorf, Esq., anneoberndorf@eversheds-sutherland.us.

FOR FURTHER INFORMATION CONTACT:

Laura Solomon, Senior Counsel, or Thomas Ahmadifar, Branch Chief, at (202) 551-6825 (Division of Investment Management, Chief Counsel's Office).