SecProbe.io

CORRESP
 1
 filename1.htm

 Eversheds Sutherland (US) LLP
 700 Sixth Street, NW, Suite 700
 Washington, DC 20001-3980

 D: +1 202.383.0176
 F: +1 202.637.3593

 stephanihildebrandt@eversheds-sutherland.com

 August 6, 2025

 Christopher R. Bellacicco, Senior Counsel

 Ken Ellington, Staff Accountant

 Securities and Exchange Commission

 Division of Investment Management

 100 F Street NE

 Washington, DC 20549

 Re: Stellus Capital Investment Corporation

 Registration
Statement on Form N-2

 Dear Messrs. Bellacicco and Ellington:

 On behalf of
Stellus Capital Investment Corporation (the "Company"), set forth below are the Company's responses to the oral comment
provided by the staff of the Division of Investment Management (the "Staff") of the Securities and Exchange Commission (the
"SEC") on August 5, 2025 regarding the Company's amended registration statement on Form N-2 (as amended, the "Registration
Statement"), including the preliminary prospectus contained therein (the "Prospectus"), which was filed on August 4,
2025. The Staff's comment is set forth below and is followed by the Company's response. Capitalized terms used but not defined
herein have the meanings ascribed to such terms in the Registration Statement.

 Form 10-K

 1. In response to Accounting Comment No. 3, please confirm that there is
no impact on the Company's liquidity to cover the unfunded commitments.

 Response: The
Company respectfully confirms that there is no impact on the Company's liquidity to cover the unfunded commitments.

 * * *

 If you have
any questions or additional comments concerning the foregoing, please contact me at (202) 383-0845.

 Sincerely,

 /s/Stephani M. Hildebrandt

 Stephani M. Hildebrandt

 cc:

 Robert T. Ladd, Stellus Capital Investment Corporation
 Todd Huskinson, Stellus Capital Investment Corporation

 1

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 1
 filename1.htm

 Eversheds Sutherland (US) LLP
 700 Sixth Street, NW, Suite 700
 Washington, DC 20001-3980

 D: +1 202.383.0176
 F: +1 202.637.3593

 stephanihildebrandt@eversheds-sutherland.com

 August 4, 2025

 Christopher R. Bellacicco, Senior Counsel

 Ken Ellington, Staff Accountant

 Securities and Exchange Commission

 Division of Investment Management

 100 F Street NE

 Washington, DC 20549

 Re: Stellus Capital Investment Corporation
 Registration Statement on Form N-2

 Dear Messrs. Bellacicco and Ellington:

 On behalf of Stellus Capital Investment Corporation
(the "Company"), set forth below are the Company's responses to the oral comments provided by the staff of the Division
of Investment Management (the "Staff") of the Securities and Exchange Commission (the "SEC") on July 16,
2025 and July 17, 2025 regarding the Company's registration statement on Form N-2 (as amended, the "Registration
Statement"), including the preliminary prospectus contained therein (the "Prospectus"), which was filed on June 23,
2025. The Staff's comments are set forth below and are followed by the Company's responses. Capitalized terms used but not
defined herein have the meanings ascribed to such terms in the Registration Statement.

 Legal

 Prospectus

 1. On the cover page of the Prospectus, please update the disclosure related to the shareholder approval
of the issuance of the Company's stock below the net asset value with the results of the 2025 annual meeting of stockholders.

 Response: The Company respectfully
advises the Staff that it has updated the disclosure to reflect shareholder's approval of the issuance of the Company's stock
below the net asset value at the Company's 2025 annual meeting and the Company's intention to seek re-approval of this matter
at the Company's 2026 annual meeting.

 2. On page 9 of the Prospectus and in all other references throughout the Prospectus to the Company's
filings incorporated by reference into the Prospectus please include hyperlinks.

 Response: The Company acknowledges
the Staff's comment and has added hyperlinks to all documents incorporated by reference into the Prospectus.

 3. On page 15 of the Prospectus, please confirm that the Company will update information for the price
range of the Company's common stock and distributions for the second quarter of 2025 through June 30, 2025.

 Response: The Company respectfully
advises the Staff that it has updated information for the price range of the Company's common stock and distributions for the second
quarter of 2025 through June 30, 2025. Additionally, the Company has included information for the price range of the Company's
common stock and distributions for the third quarter of 2025 through August 1, 2025.

 Christopher R. Bellacicco, Senior Counsel
 Ken Ellington, Staff Accountant
 August 4, 2025
 Page 2

 4. On page 15 of the Prospectus, please update the footnotes to the price range of common stock and
distributions table to include footnote 2.

 Response: The Company acknowledges
the Staff's comment and has updated the footnotes to the price range of common stock and distributions table.

 5. On page 16 of the Prospectus, please update the dividends declared table with the dividends paid
for the quarter ended March 31, 2025, if the payment date for such dividends has passed.

 Response: The Company acknowledges
the Staff's comment and has updated the footnotes to the price range of common stock and distributions table to include the dividends
declared by the Company's Board of Directors on April 4, 2025.

 Accounting

 Prospectus

 1. Please explain in correspondence why the audit opinion provided by Deloitte does not include the statement
that the audit procedures included confirmation of securities at the balance sheet date and describe whether this procedure was completed
by the auditor. See section 30(g) of the Investment Company Act of 1940, as amended, and Dear CFO Item 2019-01. Additionally, please
confirm and ensure that future audit opinions will include language that states the audit procedures include confirmation of securities.

 Response: The Company respectfully
advises the Staff that the Independent Registered Public Accounting Firm's audit procedures included confirmations of securities
owned, by correspondence with the custodian, loan agents, and borrowers; when replies were not received, the Independent Registered Public
Accounting Firm performed other auditing procedures. The Company confirms that future audit opinions will include language that states
the audit procedures include confirmation of securities.

 Form 10-K

 2. Please disclose in a footnote to the Schedule of Investments that the value of each investment was determined
using significant unobservable inputs as required by Article 12-12 footnote 9 of Regulation S-X.

 Response: The Company acknowledges
the Staff's comment and confirms that in the future it will include a footnote to the Schedule of Investments that the value of
each investment was determined using significant unobservable inputs as required by Article 12-12 footnote 9 of Regulation S-X.

 3. Please confirm in correspondence that the Company's unfunded commitments are fair valued in accordance
with ASC 820.

 Response: The Company respectfully
advises the Staff that the Company evaluated the fair value of the Company's unfunded commitments as of December 31, 2024,
and determined that the unfunded commitments were not material. The Company undertakes to fair value the unfunded commitments in accordance
with ASC 820 in the future.

 Christopher R. Bellacicco, Senior Counsel
 Ken Ellington, Staff Accountant
 August 4, 2025
 Page 3

 4. On page 169 of the Company's annual report on Form 10-K, as of December 31, 2024,
the expense example amount assuming a 5% annual return is the same as the amount assuming a 5% annual return resulting entirely from net
realized capital gains. Please explain why these amounts are the same or revise.

 Response: The Company acknowledges
the Staff's comment and confirms that the Company will provide a revised example of the projected dollar amount of total cumulative
expenses over various periods with respect to a hypothetical investment in the Company in the Company's next quarterly report on
the Form 10-Q.

 *	 *	 *

 If you have any questions or additional comments
concerning the foregoing, please contact me at (202) 383-0845.

 Sincerely,

 /s/ Stephani M.
 Hildebrandt

 Stephani M. Hildebrandt

 cc:

 Robert T. Ladd, Stellus Capital Investment Corporation
 Todd Huskinson, Stellus Capital Investment
Corporation

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 [Letterhead of Eversheds Sutherland (US) LLP]

 April 23, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549-4720

 Re:        Application of Stellus Capital
Investment Corporation, et al.

 To whom it may concern:

 On
behalf of Stellus Capital Investment Corporation and the additional applicants (collectively, the " Applicants "),
please find a copy of the above-referenced application for an order pursuant to Sections 17(d) and 57(i) of the Investment Company
Act of 1940, as amended (the " 1940 Act "), and Rule 17d-1 thereunder, 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 (the " Application ")
marked against amendment no. 3 to the application for an order pursuant to Sections 17(d) and 57(i) of the 1940 Act and Rule 17d-1
thereunder, as filed by FS Credit Opportunities Corp., et al. (File No. 812-15706) on April 3, 2025 (the " FS Application ").

 I
confirm that the marked version of the Application filed on EDGAR is a complete and accurate comparison of the Application filed on EDGAR
on April 23, 2025 to the FS Application .

 * * *

 Please do not hesitate to
call me at (202) 383-0966 if you have any questions or require any additional information.

 Sincerely,

 /s/ Anne G. Oberndorf

 Anne G. Oberndorf, Esq.

 cc:
 Robert T. Ladd, Stellus Capital Investment Corporation
Stephani M. Hildebrandt, Eversheds Sutherland (US) LLP

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 filename1.htm

 Eversheds Sutherland (US) LLP
 700 Sixth Street, NW, Suite 700
 Washington, DC 20001-3980

 D: +1 202.383.0176
 F: +1 202.637.3593

 stephanihildebrandt@eversheds-
sutherland.com

 April 7, 2025

 Via EDGAR

 Securities and Exchange Commission

 Division of Investment Management

 Attention: Kim McManus

 100 F Street NE

 Washington, DC 20549

 Re: Stellus Capital Investment
Corporation – Preliminary Proxy Statement on Form PRE 14A

 Dear Ms. McManus:

 On behalf of Stellus Capital Investment Corporation
(the "Company"), set forth below are the Company's responses to the oral comments provided by the staff of the Division
of Investment Management (the "Staff") of the Securities and Exchange Commission (the "SEC") on April 2,
2025 regarding the Company's preliminary proxy statement on Form PRE 14A (the "Proxy Statement"), which was filed
on March 24, 2025. The Staff's comments are set forth below and are followed by the Company's responses. Capitalized
terms used but not defined herein have the meanings ascribed to such terms in the Proxy Statement.

 PROSPECTUS

 1. On page 26 of the Proxy Statement under the heading "Principal Accountant Fees and Services,"
the first table indicates that the Company paid fees to Deloitte & Touche LLP for services billed in 2023 and 2024 fiscal years.
Please provide, in the introductory paragraph, a reference to both years. Similarly, the next table has the same information for Grant
Thornton LLP, however the introductory paragraph only refers to one year. Please revise.

 Response: As indicated on
Exhibit A, the Company has revised the disclosure above the Deloitte & Touche LLP table as follows: "The
following aggregate fees by Deloitte, the Company's independent registered public accounting firm for the fiscal year ended
December 31, 2024 were billed to the Company for work attributable to audit, tax and other services in each of the fiscal years
ended December 31, 2024 and December 31, 2023."

 As indicated on Exhibit A, the
Company has revised the disclosure above the Grant Thornton LLP table as follows: "The following aggregate fees by Grant
Thornton LLP ("GT"), the Company's independent registered public accounting firm for the fiscal year ended
December 31, 2023 were billed to the Company for work attributable to audit, tax and other services in each of the fiscal years
ended December 31, 2024 and December 31, 2023."

 * 	 * 	 *

 If you have any questions or additional comments concerning the foregoing,
please contact me at (202) 383-0845.

 1

 Via EDGAR
 Ken Ellington, Staff Accountant
April 7, 2025
Page 2

 Sincerely,

 /s/ Stephani M. Hildebrandt

 Stephani M. Hildebrandt

 cc: Robert T. Ladd, Stellus Capital Investment Corporation
 Todd Huskinson, Stellus Capital Investment
Corporation

 Exhibit A

 The material contained in the foregoing
Audit Committee Report is not "soliciting material," is not deemed "filed" with the SEC, and is not to be incorporated
by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or
after the date hereof and irrespective of any general incorporation language in any such filing.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The following aggregate fees by Deloitte,
the Company's independent registered public accounting firm for the fiscal year ended December 31, 2024 were billed to the
Company for work attributable to audit, tax and other services in each of the fiscal years ended December 31, 2024 and December 31,
2023.

 Fiscal Year
 Fiscal Year

 Ended
 End

 December 31,
 December 31,

 2024
 2023

 Audit Fees
 $ 102,500
 $ -

 Audit-Related Fees
 $ 337,500
 $ -

 Tax Fees
 286,264
 290,259

 All Other Fees
 -
 -

 Total
 Fees
 $ 726,264
 $ 290,259

 The following aggregate fees by Grant
Thornton LLP ("GT"), the Company's independent registered public accounting firm for the fiscal year ended December 31,
2023 were billed to the Company for work attributable to audit, tax and other services in each of the fiscal years ended December 31,
2024 and December 31, 2023.

 Fiscal Year
 Fiscal Year

 Ended
 End

 December 31,
 December 31,

 2024
 2023

 Audit Fees
 $ -
 $ 383,720

 Audit-Related Fees
 $ 194,196
 $ 243,800

 Tax Fees
 -
 -

 All Other Fees
 -
 -

 Total
 Fees
 $ 194,196
 $ 627,520

 Services rendered by Deloitte and GT in connection with
fees presented above were as follows:

 Audit Fees. Audit fees include
fees for services that normally would be provided by the accountant in connection with statutory and regulatory filings or engagements
and that generally only the independent accountant can provide. In addition to fees for the audit of our annual financial statements,
the audit of the effectiveness of our internal control over financial reporting and the review of our quarterly financial statements in
accordance with generally accepted auditing standards, this category contains fees for comfort letters, statutory audits, consents, and
assistance with and review of documents filed with the SEC.

 Audit-Related Fees. Audit
related fees are assurance related services that traditionally are performed by the independent accountant, such as attest services that
are not required by statute or regulation.

 Tax Fees. Tax
fees include professional fees for tax compliance and tax advice.

 All
Other Fees. Fees for other services would include fees for products and services other than the services reported above.

 It is expected that a representative of
Deloitte will be present at the Meeting, have an opportunity to make a statement if he or she chooses to do so, and be available to answer
questions.

 Pre-Approval Policy

 The Audit Committee has established a
pre-approval policy that describes the permitted audit, audit-related, tax and other services to be provided by Deloitte, the Company's
independent registered public

 28

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  Eversheds Sutherland (US) LLP

700 Sixth Street, NW, Suite 700

Washington, DC 20001-3980

D: +1 202.383.0176

F: +1 202.637.3593

stephanihildebrandt@eversheds-sutherland.com

August 22, 2022

Daniel Greenspan, Senior Counsel

Ken Ellington, Staff Accountant

Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington, DC 20549

Re: Stellus Capital Investment Corporation

                                                                                Registration Statement on Form N-2

Dear Messrs. Greenspan and Ellington:

On behalf of
Stellus Capital Investment Corporation (the “Company”), set forth below are the Company’s responses to the oral comments
provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the
“SEC”) on August 22, 2022 regarding the Company’s registration statement on Form N-2 (as amended, the “Registration
Statement”), including the preliminary prospectus contained therein (the “Prospectus”), which was filed on August 19,
2022. The Staff’s comments are set forth below and are followed by the Company’s responses. Capitalized terms used but not
defined herein have the meanings ascribed to such terms in the Registration Statement.

PROSPECTUS

 1. The Staff notes that as of August 1, 2022, the Company, as a business
development company, must comply with the EXtensible Business Reporting Language (the “XBRL”) requirements.  Pursuant
to these requirements, in the future, please confirm that the Company will implement the XBRL requirements and properly tag all requisite
information in its quarterly reports on Form 10-Q.

Response: The
Company respectfully advises the Staff that it will comply with all XBRL tagging requirements in the future.

 2. On page 8 of the Prospectus, the Company includes language incorporating
by reference additional information regarding Company’s financial highlights from Company’ most recent annual report on the
Form 10-K and Company’s most recent quarterly report on the Form 10-Q. At the same time, the Company has included the financial
highlights for the last ten years as required by Form N-2, with the exception of the financial highlights as of the interim period ending
June 30, 2022. Please include the financial highlights as of June 30, 2022 in the Registration Statement.

Response: The
Company respectfully advises the Staff that, to the extent it does not incorporate by reference all required financial highlights information
in future registration statements on Form N-2, it will include both the last ten years as required by Form N-2 as well as the current
interim period in any registration statement on Form N-2.

*                  *                  *

  Daniel Greenspan, Senior Counsel

                                            Ken Ellington, Staff Accountant

                                            August 22, 2022

                                            Page 2

If you have
any questions or additional comments concerning the foregoing, please contact me at (202) 383-0845.

    Sincerely,

    /s/ Stephani M. Hildebrandt

    Stephani M. Hildebrandt

    cc:

    Robert T. Ladd, Stellus Capital Investment Corporation

    Todd Huskinson, Stellus Capital Investment Corporation

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    Eversheds Sutherland (US) LLP

    700 Sixth Street, NW, Suite 700

    Washington, DC  20001-3980

    D: +1 202.383.0176

    F: +1 202.637.3593

    stephanihildebrandt@eversheds-sutherland.com

August 19, 2022

Daniel Greenspan, Senior Counsel

Ken Ellington, Staff Accountant

Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington, DC 20549

 Re: Stellus Capital Investment Corporation

Registration
Statement on Form N-2

Dear Messrs. Greenspan and Ellington:

On
behalf of Stellus Capital Investment Corporation (the “Company”), set forth below are the Company’s responses to
the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and
Exchange Commission (the “SEC”) on June 30, 2022 and July 20, 2022 regarding the Company’s registration statement
on Form N-2 (as amended, the “Registration Statement”), including the preliminary prospectus contained therein (the
 “Prospectus”), which was filed with the SEC on June 17, 2022. The Staff’s
comments are set forth below and are followed by the Company’s responses. Capitalized terms used but not defined herein have
the meanings ascribed to such terms in the Registration Statement.

ACCOUNTING COMMENTS

Form 10-K

 1. Footnote 6 to the Fees and Expenses table on page 160 of the Company’s
Form 10-K, filed with the SEC on March 1, 2022 (the “Form 10-K”) states that the base management fee of 4.80% is reflected
in the table; however, the line item for the “Base Management Fee” states that the fee is 5.12%. Please provide an explanation
for the discrepancy or revise the table.

Response:
The Company respectfully advises the Staff that the amount of the base management fee listed in the
table is the correct amount. The Company has included an updated Fees and Expenses table in the quarterly report on Form 10-Q for the
quarter ended June 30, 2022, filed with the SEC on August 3, 2022, that corrects and updates the footnotes to the Fees and Expenses table
included in the 10-Q. The Company further notes that it does not intend to file an amendment to the Company’s Form 10-K to correct
the error in the Footnote 6 to the table because the Company does not believe that the error is material. Further, the Company undertakes
to ensure that any prospectus supplement filed in connection with a future offering under the Registration Statement will be updated to
include the correct amounts in the Fees and Expenses table, including in the “Base Management Fee” line item.

 2. The example to the Fees and Expenses table in the Form 10-K assumes
a 5% annual return resulting entirely from net realized capital gains (all of which is subject to the Company’s incentive fee on
capital gains) are lower than the amounts assuming a 5% annual return, none of which is subject to capital gains. Please confirm the calculation
is correct and explain how the examples were calculated or revise.

    1

    Daniel Greenspan, Senior Counsel

    Ken Ellington, Staff Accountant

    August 19, 2022

    Page 2

Response: The
Company respectfully advises the Staff that the amounts included in the two line items of the example to the Fees and Expenses table
included in the Form 10-K were inadvertently transposed. As noted above in response to Comment 1, the Company has included an
updated Fees and Expenses table in the quarterly report on Form 10-Q for the quarter ended June 30, 2022, filed with the SEC on
August 3, 2022, that corrects and updates the example to the Fees and Expenses table.

PROSPECTUS

 3. Please confirm whether or not any loans in which the Company invests
in are covenant lite loans, the extent to which the Company invests in covenant lite loans and whether the risks are adequately disclosed
in the prospectus.

Response:
The Company respectfully advises the Staff that it does not generally invest in covenant
lite loans and it believes that its disclosure regarding the risks related to its investments is adequate.

LEGAL COMMENTS

PROSPECTUS

 1. On page 1 of the Prospectus, the Company includes a statement that “We
have not independently verified the accuracy or completeness of the data contained in these industry publications and reports.”
Please note that you are responsible for the entire contents of the Registration Statement. As such, please revise the disclosure to clarify
that you are liable for such information.

Response:
The Company respectfully advises the Staff that it has revised the disclosure in the Prospectus
in response to the Staff’s comment.

 2. On page 8 of the Prospectus, the Company includes language incorporating
by reference additional information regarding Company’s financial highlights from Company’ most recent annual report on the
Form 10-K and Company’s most recent quarterly report on the Form 10-Q. At the same time, the Company has included the financial
highlights for the last ten years as required by Form N-2. As such, there is no additional information regarding financial highlights
that needs to be incorporated by reference from the Company’ most recent annual report on the Form 10-K and the Company’s
most recent quarterly report on the Form 10-Q. Please revise the disclosure to remove the incorporation by reference language or clarify
what additional information is meant to be incorporated by reference.

Response:
The Company respectfully advises the Staff that it has revised the disclosure in the Prospectus
in response to the Staff’s comment.

 3. On page 15 of the Prospectus, the Company includes language incorporating
by reference additional information regarding Company’s price range of common stock, distributions and stockholders of record from
the Company’ most recent annual report on the Form 10-K and Company’s most recent quarterly report on the Form 10-Q. At the
same time, the Company includes information on the market, distributions and dividends in the same section of the Prospectus. Please clarify
what additional information not included in the “Price Range of Common Stock and Distributions” is incorporated by reference
from the Company’ most recent annual report on the Form 10-K and Company’s most recent quarterly report on the Form 10-Q.

    Daniel Greenspan, Senior Counsel

    Ken Ellington, Staff Accountant

    August 19, 2022

    Page 3

Response:
The Company respectfully advises the Staff that it has revised the disclosure in the Prospectus
in response to the Staff’s comment.

*         *         *

If you have
any questions or additional comments concerning the foregoing, please contact me at (202) 383-0845.

    Sincerely,

    /s/ Stephani M. Hildebrandt

    Stephani M. Hildebrandt

    cc:

    Robert T. Ladd, Stellus Capital Investment Corporation

    Todd Huskinson, Stellus Capital Investment
Corporation

CORRESP
1
filename1.htm

    Eversheds Sutherland
        (US) LLP

        700 Sixth Street, NW,
        Suite 700

        Washington, DC 20001-3980

        D: +1 202.383.0845

        F: +1 202.637.3593

        stephanihildebrandt@

        eversheds-sutherland.com

April 15, 2020

Via EDGAR

Securities and Exchange Commission

Division of Investment Management

Attn. Christopher Bellacicco

Attorney, Disclosure Review and Accounting Office

100 F Street, N.E.

Washington, DC 20549

 Re: Stellus Capital Investment Corporation

Preliminary Proxy Statement – filed March
20, 2020

Dear Mr. Bellacicco:

On behalf of Stellus Capital Investment Corporation (the “Company”),
set forth below are the Company’s responses to the comments provided by the staff of the Division of Investment Management
(the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the
Company on March 26, 2020 relating to the Company’s Preliminary Proxy Statement on Schedule 14A (File No. 814-00971) (the
 “Preliminary Proxy Statement”). The Staff’s comments are set forth below in italics and are followed
by the Company’s responses. Where indicated, revised disclosure will be included in the definitive proxy statement on Schedule
14A filed by the Company (the “Definitive Proxy Statement”) concurrently with this letter.

 1. Please confirm whether the Company has a contingency plan in the event that the time, date, or
location of the annual meeting (the “Annual Meeting”) of the Company’s stockholders changes.

The
Company has revised the Preliminary Proxy Statement to indicate that the Annual Meeting will be held virtually, as permitted under
Maryland state law and guidance recently issued by the Staff, in light of the global outbreak of COVID-19.

 2. Please add the disclosure required by Item 3 of Schedule 14A regarding
dissenter’s rights.

Response: The Company has revised the
Preliminary Proxy Statement to indicate that the Company’s stockholders do not have rights of appraisal or similar rights
of dissenters with respect to any matter to be acted upon at the Annual Meeting.

 3. Please confirm that the table on page 5 entitled “Security Ownership of Certain Beneficial
Owners and Management” will be accurate as of April 3, 2020.

    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.

    Mr. Christopher Bellacicco,
        Esq.

        April 15, 2020

        Page 2

Response:
The Company confirms that the information included in table the entitled “Security Ownership
of Certain Beneficial Owners and Management” on page 5 is accurate as of April 3, 2020.

 4. Please update the disclosure on page 13 that the audit committee of the Company met five times
during 2018.

Response: The Company
has revised the referenced disclosure to state that that the audit committee of the Company met five times during 2019.

*	         *         *

If you have any questions or additional comments concerning
the foregoing, please contact me at (202) 383-0845 or Jeremy Entwistle at (202) 383-0151.

  Sincerely,

  Stephani M. Hildebrandt

CORRESP
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Stellus Capital Investment Corporation

4400 Post Oak Parkway, Suite 2200

(713) 292-5400

June 20, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.

Mail Stop 4720

Washington, DC 20549

Attn: Lisa N. Larkin, Esq.

    Re:

        Stellus Capital Investment Corporation –

        Registration Statement on Form N-2 (File No. 333-231111)

Dear Ms. Larkin:

In accordance with Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, Stellus Capital Investment Corporation (the “Company”)
respectfully requests acceleration of effectiveness of the above-captioned registration statement, including all amendments thereto,
to 12:00PM, Eastern Time, on June 21, 2019, or as soon thereafter as possible.

    Stellus Capital Investment CorpORATION

    By:
    /s/ W. Todd Huskinson

    W. Todd Huskinson

    Chief Financial Officer, Chief Compliance Officer,

    Treasurer and Secretary

CORRESP
1
filename1.htm

        Eversheds Sutherland (US) LLP

        700 Sixth Street, NW, Suite 700

        Washington, DC 20001-3980

        D: +1 202.383.0845

        F: +1 202.637.3593

        stephanihildebrandt@

        eversheds-sutherland.com

June 20, 2019

Via EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

 Attn: Lisa Larkin, Esq.

Ken Ellington

 Re: Stellus Capital Investment Corporation

Registration Statement on Form N-2

Registration No. 333-231111

Dear Ms. Larkin and Mr. Ellington:

On behalf of Stellus Capital Investment
Corporation (the “Company”), set forth below are the Company’s responses to the comments provided
by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) to the Company on May 13, 2019 and May 22, 2019 relating to the Company’s Registration
Statement on Form N-2 (Registration No. 333-231111) (the “Registration Statement”) and the prospectus
included therein (the “Prospectus”). The Staff’s comments are set forth below in italics and are
followed by the Company’s responses. Where revisions to the prospectus are indicated in the Company’s responses set
forth below, such revisions have been included in Pre-Effective Amendment No. 1 to the Registration Statement filed concurrently
herewith.

Accounting Comments

 1. (Prospectus Summary) The Staff notes that certain outstanding debt figures are presented as of different periods. Please ensure
that these amounts are presented consistently as of date of the Company’s most recently available financial statements.

Response: The Company acknowledges the
Staff’s comment and has revised the disclosure accordingly.

 2. (Fees and Expenses Table) The Staff is unable to confirm the expense example calculations. Please review and update as necessary
or confirm that your calculations are correct.

Response: The Company
advises the Staff that it has updated the Fees and Expenses Table with information as of March 31, 2019 and has revised the expense
examples accordingly.

    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.

        Ms. Lisa Larkin, Esq

        Mr. Ken Ellington

        June 20, 2019

        Page 2

 3. (Management’s Discussion and Analysis of Financial Condition and Results of Operations) Under the subheading “Provision
for Taxes on Realized Gains” your disclosure states that the Company recorded an income tax provision on realized gain of
$0.3 million for the year ended December 31, 2018, but also states that as of December 31, 2018, no tax liability related to taxes
on realized gains were included on the Company’s Consolidated Statement of Assets and Liabilities. Please explain why the
income tax provision on realized gain of $0.3 million was not included on the Company’s Consolidated Statement of Assets
and Liabilities as of December 31, 2018.

Response: The Company advises the Staff
that the Company incurred an income tax obligation with respect to realized gains in the amount of $0.3 million for the year ended
December 31, 2018 that was paid prior to the end of that fiscal year. As a result, the Company did not have a liability with respect
to income tax on realized gains as of December 31, 2018.

 4. (Senior Securities Table) Please review footnote 6 to the Senior Securities Table and revise to include 2018 among fiscal years
referenced in the footnote.

Response: The Company has reviewed its
disclosure and revised accordingly.

Legal Comments

 1. (Prospectus Cover Page) Please add the statement requested in Item 1.(1)(l) to Form N-2 with respect to electronic receipt
of shareholder reports to the prospectus cover page.

Response: The Company advises the Staff
that as a business development company, the Company is not subject to Section 30 of the 1940 Act and Rule 30e-3 thereunder. As
a result, the amendment to Rule 30e-3 permitting registered closed end funds to comply with the provisions of Rule 30e-1 by electronic
delivery are not applicable to the Company.

 2. (Prospectus Cover Page) Please update references to the Company’s net asset value per share to reflect the Company’s
most recent financial information.

Response:
The Company has revised the disclosure accordingly.

 3. (Prospectus Summary, Page 4) Please confirm that all of the agreements related to the Company’s senior secured revolving
credit facility required to be filed by Form N-2 have been filed with or incorporated by reference into the Registration Statement.

Response:
The Company confirms that all of the agreements related to the Company’s senior secured revolving credit facility that are
required to be filed by Form N-2 have been filed with or incorporated by reference into the Registration Statement.

 4. (Risk Factors, Risks Related to Economic Conditions) Please consider updating the risk factor titled “Global economic,
political and market conditions may adversely affect our business, results of operations and financial condition, including our
revenue growth and profitability” as appropriate to reflect the current conditions relating to the United Kingdom’s
resolution to leave the European Union.

Response:
The Company has revised the disclosure accordingly.

        Ms. Lisa Larkin, Esq

        Mr. Ken Ellington

        June 20, 2019

        Page 3

 5. (Price Range of Common Stock and Distributions) Please review the format of the distributions table to ensure that all of the
rows appear correctly on EDGAR.

Response:
The Company has reviewed its disclosure and confirms that the table is formatted correctly in the version of the Registration Statement
filed on EDGAR.

 6. (Management’s Discussion and Analysis of Financial Condition and Results of Operations) Please supplementally explain
why the Company believes that it can cover its unfunded commitments.

Response:
The Company advises the Staff that it believes that it has sufficient liquidity to cover its unfunded commitments in the form of
existing cash on hand and available borrowing capacity under its senior secured revolving credit facility.

 7. (Management Agreements – Administration Agreement) Please disclose the total amount of payments under the Administration
Agreement in each of the past three years.

Response:
The Company has revised the disclosure accordingly.

 8. (Incorporation by Reference) Please revise the language under the heading “Incorporation by Reference” to track
the language required by Item 12 of Form S-3.

Response:
The Company has revised the disclosure accordingly.

*	*	*

If you have any questions or additional
comments concerning the foregoing, please contact me at (202) 383-0845 or Adam Park at (713) 470-6123.

    Sincerely,

    /s/ Stephani M. Hildebrandt

    Stephani M. Hildebrandt

CORRESP
1
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        Eversheds Sutherland (US) LLP

        700 Sixth Street, NW, Suite 700

        Washington, DC 20001-3980

        D: +1 202.383.0845

        F: +1 202.637.3593

        stephanihildebrandt@

        eversheds-sutherland.com

April 3, 2019

Via Edgar

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Stellus Capital Investment Corporation – Preliminary
Proxy Statement on Schedule 14A

Dear Sir or Madam:

On behalf of Stellus Capital Investment
Corporation, we are filing a Preliminary Proxy Statement on Schedule 14A pursuant to the rules and regulations of the Securities
Exchange Act of 1934.

Please call me at the above number if you
have any questions or comments regarding the foregoing.

Sincerely,

/s/ Stephani M.
Hildebrandt

    cc:
    Robert T. Ladd, Chief Executive Officer and

President of Stellus Capital Investment Corporation

CORRESP
1
filename1.htm

        Eversheds Sutherland (US) LLP

        700 Sixth Street, NW, Suite 700

        Washington, DC 20001-3980

        D: +1 202.383.0845

        F: +1 202.637.3593

        stephanihildebrandt@

        eversheds-sutherland.com

June 27, 2018

Via EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

 Attn: Dominic Minore, Esq.

Ken Ellington

Re:     Stellus Capital Investment Corporation

Registration Statement on Form N-2

Registration No. 333-216138

Dear Messrs. Minore and Ellington:

On behalf of Stellus Capital Investment
Corporation (the “Company”), set forth below are the Company’s responses to the comments provided
by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) to the Company on June 5, 2018, June 11, 2018 and June 14, 2018 relating to the Company’s
Registration Statement on Form N-2 (Registration No. 333-216138) (the “Registration Statement”) and the
prospectus included therein (the “Prospectus”). The Staff’s comments are set forth below in italics
and are followed by the Company’s responses. Where revisions to the prospectus are indicated in the Company’s responses
set forth below, such revisions have been included in Post-Effective Amendment No. 5 to the Registration Statement (“Amendment
No. 1”) filed concurrently herewith.

Legal Comments

 1. On the prospectus cover page, please revise the disclosure explaining the Company’s authority
to sell shares at a price that is below the Company’s then-current net asset value per share to clarify that the proposal
approved by stockholders did not specify a maximum discount at which the Company could sell its shares.

Response: The Company has revised its
disclosure accordingly.

 2. On page 2 of the prospectus, where the Company’s disclosure notes that its board of directors
has approved the reduction of its required asset coverage ratio, please state, in plain English, that the impact of the board of
director’s approval is to allow the Company to borrow twice as much as it could have without such approval.

Response: The Company
has revised the disclosure on pages 2, 24 and 74 in accordance with the Staff’s comment.

    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.

        Mr. Dominic Minore

        Mr. Ken Ellington

        June 27, 2018

        Page 2

 3. On page 7 of the prospectus, please revise the bullet related to the reduction to the Company’s
required minimum asset coverage ratio to explain that the board of director’s approval will allow the Company to double the
amount of debt it may incur, potentially heightening the risk associated with leverage highlighted in the bullet points above.

Response: The Company has revised the
disclosure on page 7 in accordance with the Staff’s comment.

 4. On page 9 and elsewhere in the prospectus, because the income incentive fee is a quarterly hurdle,
please remove references to the annualized percentage. Additionally, where the “catch-up” feature is described, please
indicate that the feature is intended for the benefit of the adviser.

Response: The Company has revised the
disclosure on page 9 and 105 in accordance with the Staff’s comment.

 5. If it is the case, please revise the disclosure regarding the income incentive fee to note that
the Company may pay an incentive fee in a given quarter despite not meeting the quarterly hurdle in prior quarters and that the
Company will not be able to claw back incentive fees previously paid if the Company does not meet the quarterly hurdle in subsequent
quarters.

Response: The Company advises the Staff
that both scenarios noted in the Staff’s comment are covered by the total return requirement on the income based incentive
fee, which effectively limits incentive fees payable in any quarter to 20% of the cumulative net increase in net assets over the
trailing twelve months. While the Company will not be able to claw back incentive fees previously paid if the Company does not
meet the quarterly hurdle in subsequent quarters, the total return requirement will reduce the amount of any incentive fee accruals
in the following quarters.

 6. Please revise the disclosure in the introductory paragraph to the risk factors section to note
that the special risk factors required by Item 8.6.e of Form N-2 are included in the risk factors section or confirm in you response
letter that these risks are currently addressed in this section. Please also remove the italic formatting from the introductory
paragraph to the risk factors section.

Response: The Company revised the disclosure
on page 17 to present the introductory paragraph without italics.

 7. With respect to the assumed portfolio return risk factor, please revise the first two columns of
the table to present negative numbers with a minus sign rather than in parentheses.

Response: The Company has revised the
disclosure on page 22 in accordance with the Staff’s comment.

        Mr. Dominic Minore

        Mr. Ken Ellington

        June 27, 2018

        Page 3

 8. With respect to the illustration of dilutive effect in the risk factor related to sales of shares
below the Company’s net asset value per share, please revise the presentation to show all negative values with a minus sign
rather than in parentheses and include a cross references to the additional examples included elsewhere in the prospectus.

Response: The Company has revised the
disclosure on page 43 in accordance with the Staff’s comment. The Company advises the Staff that a cross reference is included
in the paragraph immediately preceding the illustration.

 9. Please confirm in correspondence that the Company will provide substantially the same disclosure
on the prospectus cover page for any future retail debt offering under this Registration Statement as included in the Company’s
prospectus supplement filed on August 17, 2017 and including the following:

 a. the total amount of any outstanding debt that will rank equal or pari passu to the debt being offered;
and

 b. the total amount of any debt that the debt being offered will be contractually, effectively and
structurally subordinated to.

Response: The Company acknowledges the
Staff’s comment and confirms that it will include this disclosure in any future retail debt offering under the Registration
Statement.

 10. Please confirm that all of the agreements related to the Company’s senior secured revolving
credit facility have been filed with or incorporated by reference into the Registration Statement.

Response: The Company confirms that
all of the agreements related to the Company’s senior secured revolving credit facility have been filed with or incorporated
by reference into the Registration Statement.

 11. We refer the Company to the recently received accounting Staff accounting comments. Please
confirm that the material comments are expected to be resolved pre-effectively.

Response: The Company acknowledges the
Staff’s comment and confirms that it expects to resolve the accounting comments prior to requesting acceleration of the effectiveness
of the Registration Statement.

 12. We note that you recently requested approval to increase leverage pursuant to the Small Business
Credit Availability Act (or “SBCA”). Given the nature of the change and in light of the prior constraints under
which you operated, we believe disclosure regarding the Company’s intensions to lever its portfolio beyond historical levels
is potentially material to investors. To the extent you anticipate to materially increase borrowings or material changes to
your portfolio investments and strategies in the next year, we believe appropriate disclosure should be added to your prospectus
summary and MD&A. We remind you that Item 303(a)(2) of Regulation S-K generally requires you to address any expected material
changes in the mix and relative costs of your capital resources while 303(a)(3)(ii) of Regulation S-K requires disclosure of known
events that will cause a material changes in the relationship between costs and revenue. Please ensure your disclosure is
revised so that investors may understand any material changes to their investment as a result of your potential to increase leverage
including a disclosure of any incremental risks created by the additional borrowings.

Response: The Company respectfully advises
the Staff that it has included disclosure related to both approval by the Board of Directors of the reduced asset coverage as well
as the proposal being presented to the Company’s shareholders at the 2018 Annual Meeting of Shareholders requesting approval
by shareholders of the reduced asset coverage in accordance with the provisions of the SBCA. In addition, in response to the Staff’s
comment, a cross reference to the Fees and Expenses Table that includes disclosure related to the assumed costs related to anticipated
borrowings over the next twelve months has been added to the Prospectus Summary and the MD&A. Please note that, at this
time, the Company does not expect the costs of any anticipated additional leverage to materially change as compared to the Company’s
revenue. In addition, the Company has included in the Risk Factors several references to the Company’s ability to increase
leverage pursuant to the SBCA and does not believe that there are any additional incremental risks created by any potential increased
borrowing by the Company.

        Mr. Dominic Minore

        Mr. Ken Ellington

        June 27, 2018

        Page 4

Accounting Comments

 1. (Fees and Expenses Table) The Staff is unable to recalculate the amounts in the expense examples.
Please confirm that the amounts are correct and revise if necessary.

Response: The Company has revised the
amounts in the expense examples and revised its disclosure accordingly.

 2. (Portfolio Companies Table) Please disclose the percentage of class of portfolio company securities
held as required by Item 8.6(a)(3) of Form N-2.

Response: The Company
has revised its disclosure accordingly.

 3. (Unitranche loans) As of 3/31/2018, the Company’s portfolio includes 16.1% of its net assets
in unitranche loans. Unitranche loans are first lien debt where lenders subordinate the first lien positions (increasing risk through
contractual subordination). For the increased risk of holding the last out the BDC is compensated with an increase in interest
rate. If the Company continues to hold a similar percentage of its portfolio in unitranche loans going forward the additional rate
may need to be disclosed. On an ongoing basis, please consider enhancing the description of the rate disclosed for unitranche loans.

Response: The Company acknowledges the
Staff’s comment and advises the Staff that the effective interest rate currently disclosed in the Company’s schedule
of investments for each of its unitranche investments includes the increased interest rate that the Company receives for holding
the subordinated tranche of a unitranche facility. The Company will continue to review the adequacy of its disclosure and consider
whether any additional disclosure is necessary.

        Mr. Dominic Minore

        Mr. Ken Ellington

        June 27, 2018

        Page 5

 4. (Unitranche loans) With respect to these co-lending arrangements (unitranche loans) please supplementally
inform the Staff of the following:

 a. The accounting policies apply to these co-lending arrangements;

Response:
The Company confirms to the Staff that its critical accounting policies, as described in the Notes to its Consolidated Financial
Statements contained in the Registration Statement apply to the unitranche loans.

 b. How the valuation of these investments takes into account payment prioritization/payment waterfalls;

Response:
The valuation methodology of the unitranche loans is the same approach as the Company’s other debt investments. The Company
typically determines the fair value of its performing Level 3 debt investments utilizing a yield analysis. In a yield analysis,
the Company calculates the price of the loan by discounting future cash flows, which include forecasted future LIBOR rates based
on the published forward LIBOR curve at the valuation date, using an appropriate yield calculated as of the valuation date. This
yield is calculated based on the loan’s yield at the original investment and is adjusted as of the valuation date based on:
changes in comparable credit spreads, changes in risk free interest rates (per swap rates), and changes in credit quality (via
an estimated shadow rating).

 c. The impact of such co-lending arrangements on the calculation of interest income under the effective
interest method; and

Response:
Interest income is calculated the same as any of the Company’s other debt investments and is recorded on the accrual basis.
The interest rate is determined according to the terms for the last out loan in the executed credit

agreement
and agreement among lenders.

 d. Whether any co-lenders under these co-lending arrangements are affiliates of the Company.

Response: While the Company may participate
alongside an affiliate in the same tranche of a unitranche investment, consistent with the order for exemptive relief granted by
the SEC on August 12, 2014 (SEC File No. 812-14249) none of the co-lenders to which the Company’s rights may be subordinated
to or whose rights may be subordinated to those of the Company are affiliates of the Company.

        Mr. Dominic Minore

        Mr. Ken Ellington

        June 27, 2018

        Page 6

 5. (Unitranche loans) It is noted that debt investments include last-out first-lien loans. Last out
lenders bear a greater risk in exchange for receiving a higher effective interest rate. Please provide disclosure in the notes
to the financial statements so that readers of the financial statements will understand the risks of these investments in future
filings.

Response: The Company will revise its
disclosure accordingly beginning with its quarterly report on Form 10-Q for the quarter ending June 30, 2018 to include enhanced
disclosure describing the risks related to its unitranche investments.

 6. (Non-recurring income) Please disclose the amount of income generated that is non-recurring and
describe the impact of non-recurring fees on earnings and/or yield in Management’s Discussions & Analysis of Financial
Condition and Results of Operations or in the financial statements in future filings.

Response: The Company will revise its
disclosure to include the amount of non-recurring income and to describe the impact of non-recurring fees on earnings and/or yield
as appropriate beginning with its quarterly report on Form 10-Q for the quarter ending June 30, 2018.

 7. (Board approval of the Investment Advisory Agreement) This disclosure does not appear to meet the
specificity requirements of Form N-2 Item 24(6)(f). Please revise your disclosure accordingly.

Response: The Company has revised its
disclosure accordingly.

 8. (Report of independent registered public accounting firm) Please explain why the audit opinion
does not include a statement that the audit procedures included confirmation of securities at the balance sheet date and describe
whether this procedure was completed by the auditors. See Investment Company Act Section 30. Also please confirm and ensure that
future audit opinions will include language that states that the audit procedures included confirmation of securities.

Response: The Company confirms that
its independent registered public accounting firm, Grant Thornton LLP, performed a confirmation of securities at the balance sheet
date as part of its audit procedures in issuing the

CORRESP
1
filename1.htm

        Eversheds Sutherland (US) LLP

        700 Sixth Street, NW, Suite 700

        Washington, DC 20001-3980

        D: +1 202.383.0845

        F: +1 202.637.3593

        stephanihildebrandt@

        eversheds-sutherland.com

April 27, 2018

Via EDGAR

Securities and Exchange Commission

Division of Investment Management

Attn. Jay Williamson, Esq.

100 F Street, N.E.

Washington, DC 20549

 Re: Stellus Capital Investment Corporation

Amended Preliminary Proxy Statement – filed
April 6, 2018

Dear Mr. Williamson:

On behalf of Stellus Capital Investment Corporation (the “Company”),
set forth below are the Company’s responses to the comments provided by the staff of the Division of Investment Management
(the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the
Company on April 13, 2018 and April 20, 2018 relating to the Company’s Amended Preliminary Proxy Statement on Schedule 14A
(File No. 814-00971) (the “Preliminary Proxy Statement”). The Staff’s comments are set forth below
in italics and are followed by the Company’s responses. Where indicated, revised disclosure will be included in the definitive
proxy statement on Schedule 14A to be filed by the Company (the “Definitive Proxy Statement”).

 1. Please respond to our comments in writing and file your responses as correspondence on EDGAR.
Where a comment asks for revised disclosure or revisions are contemplated by the response, please provide us with draft disclosure
with the letter. Please allow us sufficient time to review the response prior to filing the definitive.

Response: The Company acknowledges the
Staff’s comment.

Proposal 3

 2. Section 6.07 of your senior secured revolving credit agreement states that the borrower will not permit the asset coverage
ratio to be less than two to one at any time. Please explain to us your plans for complying or renegotiating outstanding agreements
with legacy ratios. If you expect material deterioration in terms due to higher leverage, please ensure your disclosure is updated
accordingly.

Response: The Company acknowledges the
Staff’s comment and respectfully advises the Staff that it has described the limitation set forth in its senior secured revolving
credit agreement in a risk factor on page 27 of the Preliminary Proxy Statement. The Company advises the Staff that if it receives
stockholder approval to reduce its minimum asset coverage ratio, it will have to negotiate a change to this provision of its senior
secured revolving credit agreement. As disclosed in the risk factor on page 27 of the Preliminary Proxy Statement, the Company
cannot predict what terms will be available and whether it will be able to negotiate an amendment on favorable terms.

 3. Please revise the first paragraph under Proposal 3 to explain in plain English your current and proposed borrowing limits.
Revised disclosure might say that the Company currently may borrow $1 for investment purposes for every $1 of investor equity.
Under the proposal, the Company would be permitted to borrow $2 for investment purposes for every $1 of investor equity.

    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.

  Mr. Jay Williamson

April 27, 2018

Page 2

Response: The Company
has revised the disclosure in accordance with the Staff’s comment.

 4. In Proposal 4, you request stockholder approval to reduce your minimum asset coverage ratio from 200 to 150 percent. Your disclosure
indicates that your board of directors (the “Board”) also approved the revised minimum asset coverage ratio
and its decision would be effective April 4, 2019 pursuant to the Small Business Credit Availability Act (“SBCA”).
Your disclosure states that because you have received Board approval, if the proposal does not receive approval of a majority of
the votes cast you will be subject to the revised asset coverage ratio beginning April 4, 2019. This language suggests an intention
to ignore the stockholder vote if they fail to approve the proposal. Please provide us with your analysis of the Board's obligations
before and after April 4 and assuming the stockholders approve or do not approve the proposal. Please explain why submitting a
precatory proposal is appropriate here. Please ensure your response is thorough enough that we may follow your analysis of the
relevant issues.

Response: The Company advises the Staff
that the Board has determined that it is in the best interest of the Company and its stockholders to adopt the reduced minimum
asset coverage ratio. In making this determination, the Board reviewed the requirements of the SBCA and materials prepared by management,
which included a discussion of the impact that additional leverage may have on the Company, its ability to carry out its investment
objective, the risks associated with additional leverage and potential capital raising strategies.

Based on discussions among themselves and with management,
the Board approved the reduction of the Company’s minimum asset coverage ratio from 200 percent to 150 percent, to have effect
on the one-year anniversary of its approval in accordance with the provisions of the SBCA. The Board has also approved resolutions
directing management to include the reduced minimum asset coverage proposal in the Company’s annual stockholder meeting proxy
statement and has recommended that stockholders approve the reduced minimum asset coverage ratio proposal with immediate effect.
While these are two separate actions, the Board based both actions on its determination that the reduced minimum asset coverage
ratio is in the best interests of the Company and its stockholders.

As part of its determination, the Board considered
the fact that the stockholders may not vote in favor of the proposal to reduce the asset coverage ratio proposal, which would take
effect immediately, despite the Board’s unanimous recommendation to vote “For” the proposal. If the stockholders
do not approve the proposal, the Company’s reduced minimum asset coverage ratio would not be effective until the one-year
anniversary of the Board’s approval in accordance with the provisions of the SBCA. The one year waiting period allows those
stockholders who do not want to invest in a company that has adopted the reduced minimum asset coverage ratio the time to sell
their shares before effectiveness of the reduced minimum asset coverage ratio.

  Mr. Jay Williamson

April 27, 2018

Page 3

The Company further advises the Staff that the Board’s
analysis of the costs and benefits of associated with a change to its minimum asset coverage ratio would not change as a result
of a failed vote. The Company notes that any decision by the Company to enter into a credit facility, issue debt securities or
otherwise incur additional leverage is subject to approval by the Board in accordance with the Board’s fiduciary duties.

The Company respectfully advises the Staff that it
does not believe that the stockholder proposal to reduce the minimum asset coverage ratio applicable to the Company is a precatory
proposal. If the stockholders do not approve the proposal, the reduced minimum asset coverage ratio will not become effective until
the applicable one-year waiting period has expired.

The Company also believes that it is critically significant
that the SBCA does not prohibit the Company from both adopting resolutions that approve the reduced minimum asset coverage ratio,
provided that the effective date is one year later, and submitting a proposal for stockholder approval that will become effective
immediately. The Board has determined that it is in the Company’s best interest to take both actions as permitted by the
SBCA and the Company has disclosed the impact of such decision with respect to the effective dates and additional risks related
to the ability to incur additional leverage to stockholders in the proxy statement.

 5. We note that you provide several risks associated with the approval of Proposal 3 to increase your leverage pursuant to the
SBCA. As you state, additional borrowings increase the advisor's asset based fee and may make the incentive fee hurdle easier to
meet under certain market conditions. Please revise to provide an enhanced discussion of the conflicts the advisor has with respect
to the proposal. The discussion should be in a separately captioned paragraph and include quantitative and qualitative information.
For example you should explain why additional borrowings make the hurdles associated with the advisor’s incentive fee easier
to meet and quantify the potential increase in management fee paid assuming the Company increases its leverage to the maximum extent
permitted. In addition, please consider additional disclosure discussing how the Board considered these factors in making its decision
to approve the increased leverage and recommend a stockholder vote.

Response: The Company acknowledges the
Staff’s comment and will include revised risk disclosure in the Definitive Proxy Statement to address the risks noted in
the Staff’s comment.

 6. In order to help investors understand some of the potential implications of the proposal, please consider adding:

 · A comparative fee table based off the requirements set forth in
Form N-2 showing actual expenses based off your most recent filing. Compared to pro forma expenses assuming you borrow the maximum
amount permitted.

 · A comparative table showing the effects of leverage
based on the requirements set forth in Item 8.3(b) of Form N-2 showing your current amounts compared to pro forma amounts, assuming
you borrow the maximum amounts permitted.

Response: The Company acknowledges the
Staff’s comment and respectfully advises the Staff that it believes that the additional disclosure requested by the Staff
would not be meaningful to its stockholders in their evaluation of the proposal and potentially misleading.

  Mr. Jay Williamson

April 27, 2018

Page 4

The Company believes that the comparative fee tables
requested in the Staff’s comment could significantly overstate the amount of additional leverage a stockholder can expect
the Company to incur because of the various assumptions the Company would be required to make. The Company does not believe it
would be appropriate to assume that the maximum amount of additional leverage could be incurred on the same terms as actual historical
borrowings and does not believe it would be appropriate to assume the terms of any future proposed leverage. In addition, as disclosed
in the Preliminary Proxy Statement, because of the current restrictions in the Company’s credit facility, the Company does
not currently know the extent to which additional leverage will be available to the Company and on what terms. As a result of the
foregoing, the Company believes that any hypothetical fee table would be too speculative to be meaningful to stockholders.

Similarly, the Company believes that a comparative
table as set forth in Item 8. 3(b) of Form N-2 would require too many assumptions to provide meaningful disclosure. The Company
does not have a basis on which to assume a hypothetical interest rate that could apply to the additional leverage. As a result,
the percentage return or loss disclosed in the table would be too speculative to be meaningful to stockholders and could be potentially
misleading.

The Company also believes that it has included sufficient
risk disclosure in the proxy statement specific to the Company’s ability to incur leverage, including disclosure related
to current contractual limitations on incurring additional leverage, for its stockholders to make an informed decision as to whether
or not to vote for the proposal.

In light of the foregoing, the Company has not included
the requested comparative tables in the Definitive Proxy Statement.

 7. We reissue comment 6. We believe the disclosure is helpful to understanding the proposal and should be provided using reasonable
assumptions that are disclosed and explained for investors.

Response: The Company acknowledges the
Staff’s comment and respectfully advises the Staff that while pro forma disclosure may be helpful to illustrate the impact
of additional leverage on an investment in the Company’s securities, the Company believes that assuming the maximum amount
of leverage permitted under the reduced asset coverage ratio would not be reasonable or result in meaningful disclosure and may
be misleading as it would not reflect the Company’s expectations or ultimate reality with respect to using leverage.

The Staff has requested that the Company include certain
comparative fee tables in the proxy statement to show shareholders the effects of leverage based off of the requirements set forth
in Form N-2.  To the extent the Staff is requiring that the Company include these comparative fee tables in its proxy statement,
the Company believes that following the requirements set forth in Form N-2 would be more meaningful to shareholders as such information
would be consistent with the disclosure that shareholders are currently familiar with in the Company’s disclosure documents.

  Mr. Jay Williamson

April 27, 2018

Page 5

In addition, as noted in the Staff’s comment
no. 1 to the Company’s registration statement on Form N-2 (File No. 333-216138) reflected in a letter to the Staff dated
April 3, 2017, the Staff typically requests that BDCs assume the cost of any additional borrowings in the fees and expenses table
if the Company presently intends to issue new debt in the following twelve months. The Company believes that it would be more meaningful,
and less speculative, to base the requested comparative tables on the Company’s expectations with respect to leverage in
the twelve months following the receipt of stockholder approval as required by Form N-2 and consistent with past Staff comments.
The Company believes that the assumptions used when presenting the Company’s expectations in the next 12 months would result
in a more realistic portrayal of the expenses a stockholder could expect to bear indirectly through an investment in the Company’s
securities. Additionally, the Company believes that the assumptions it would use in making these disclosures could be based on
the Company’s historical borrowing experience and would be less speculative than the assumptions necessary to make disclosures
based on the maximum amount of leverage permitted. As a result, the Company has included the tabular disclosure requested in the
Staff’s prior comment 6 including an assumption regarding the cost of any additional borrowings the Company reasonably anticipates
to incur in the 12 months assuming the receipt of stockholder approval of proposal 3.

*	*	*

If you have any questions or additional comments concerning
the foregoing, please contact me at (202) 383-0845 or Adam Park at (202) 383-0937.

Sincerely,

Stephani M. Hildebrandt

CORRESP
1
filename1.htm

        Eversheds Sutherland (US) LLP

        700 Sixth Street, NW, Suite 700

        Washington, DC 20001-3980

        D: +1 202.383.0845

        F: +1 202.637.3593

        stephanihildebrandt@

        eversheds-sutherland.com

April 27, 2018

Via EDGAR

Securities and Exchange Commission

Division of Investment Management

Attn. Jay Williamson, Esq.

100 F Street, N.E.

Washington, DC 20549

 Re: Stellus Capital Investment Corporation

   Amended Preliminary Proxy Statement – filed
April 6, 2018

Dear Mr. Williamson:

On behalf of Stellus Capital Investment Corporation (the “Company”),
set forth below are the Company’s responses to the additional comments provided by the staff of the Division of Investment
Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”)
to the Company on April 20, 2018 and April 23, 2018 relating to the Company’s Amended Preliminary Proxy Statement on Schedule
14A (File No. 814-00971) (the “Preliminary Proxy Statement”) and responses to the Staff’s comments
previously provided on April 13, 2018 and April 20, 2018 (the “Prior Response Letter”). The Staff’s
comments are set forth below in italics and are followed by the Company’s responses. Where indicated, revised disclosure
will be included in the definitive proxy statement on Schedule 14A to be filed by the Company (the “Definitive Proxy
Statement”).

 1. We note the text proposed in response to comment 3 in the Prior Response Letter and believe that
the suggested disclosure in the Staff’s comment is clearer to investors. Please consider revising this disclosure as recommended
by the Staff.

Response: The Company has revised its
disclosure in accordance with the Staff’s comment.

 2. Based on your response to comment 4 in the Prior Response Letter it appears the purpose of Proposal 3 included in the Preliminary
Proxy Statement is to request stockholder approval to reduced asset coverage ratio prior to April 4, 2019. As drafted, the proposal
is broader than its purpose. Please revise the proposal so that it seeks authority for only the period prior to April 4, 2019 or
explain why you have not done so.

Response: The Company acknowledges the
Staff’s comment and respectfully advises the Staff that it does not believe that the proposal is broader than its purpose.
Proposal 3, if permitted would reduce the Company’s required minimum asset coverage ratio from 200% to 150% with immediate
effect. If Proposal 3 is not approved, then the reduced minimum asset coverage ratio will not take effect until the statutory one-year
waiting period has expired. The Company has revised Proposal 3 to indicate that the reduced minimum asset coverage ratio will take
immediate effect.

    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.

        Mr. Jay Williamson

        April 27, 2018

        Page 2

The Company further advises the Staff that it does
not believe that Proposal 3 amounts to a ratification of the Board’s action to approve the Company’s required minimum
asset coverage ratio effective April 4, 2019, such that stockholder approval would change the Board’s responsibility for
taking action on the proposal. The Company’s Board has recommended that stockholders vote to approve Proposal 3, which would
take effect immediately as permitted under the SBCA, and have done so in exercise of their fiduciary duty to stockholders. This
recommendation reflects the Board’s determination that the adoption of Proposal 3 by the Company’s stockholders is
in the best interest of the Company and its stockholders and is based on the same grounds as the Board’s decision to adopt
the reduced minimum asset coverage ratio subject to the expiration of the statutory one-year waiting period.

 3. We note your response to comment 5 in the Prior Response Letter. Please revise your disclosure to more clearly explain how
the additional borrowings make the incentive hurdle easier to meet. Also please quantify the potential increase in base management
fee assuming the company increases its leverage to the maximum extent permitted.

Response: The Company
has revised the disclosure in accordance with the Staff’s comment.

 4. We reissue comment 6. We believe the disclosure is helpful to understanding the proposal and should be provided using reasonable
assumptions that are disclosed and explained for investors.

Response: The Company acknowledges the
Staff’s comment and respectfully disagrees with the Staff’s analysis. The Company believes that the assumptions required
in drafting the disclosure requested by the Staff’s comment are inherently unreasonable and speculative. However, the Company
agrees to comply with the Staff’s comment and has included the disclosure requested in the Staff’s prior comment 6.

*	*	*

If you have any questions or additional comments concerning
the foregoing, please contact me at (202) 383-0845 or Adam Park at (202) 383-0937.

Sincerely,

Stephani M. Hildebrandt

CORRESP
1
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    Eversheds
                                  Sutherland (US) LLP

700 Sixth Street, NW, Suite 700

Washington, DC 20001-3980

D: +1 202.383.0845

F: +1 202.637.3593

stephanihildebrandt@

eversheds-sutherland.com

April 6, 2018

Via Edgar

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Stellus Capital Investment Corporation – Preliminary Proxy Statement on

                                            Schedule 14A

Dear Sir or Madam:

On behalf of Stellus Capital Investment
Corporation (the “Company”), we are filing a revised Preliminary Proxy Statement on Schedule 14A (the “Revised
Preliminary Proxy Statement”) pursuant to the rules and regulations of the Securities Exchange Act of 1934. The Company is
filing the Revised Preliminary Proxy Statement to permit the staff of the Securities and Exchange Commission an opportunity to
review disclosure related to an additional proposal that has been approved by the Company’s board of directors for inclusion
in the agenda for the Company’s 2018 annual stockholders’ meeting.

Please call me at the above number if you
have any questions or comments regarding the foregoing.

Sincerely,

/s/ Stephani M.
Hildebrandt

    cc:
    Robert T. Ladd

    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.

CORRESP
1
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        Eversheds Sutherland (US) LLP

        700 Sixth Street, NW, Suite 700

        Washington, DC 20001-3980

        D: +1 202.383.0845

        F: +1 202.637.3593

        stephanihildebrandt@

        eversheds-sutherland.com

April 3, 2017

Via E-Mail

100 F Street, N.E.

Washington, DC 20549

 Re: Stellus Capital Investment Corporation

Registration Statement on Form N-2

Registration No. 333-216138

Dear Messrs. Parachkevov and Long:

On behalf of Stellus Capital Investment Corporation (the
“Company”), set forth below are the Company’s responses to the comments provided by the staff of
the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”)
to the Company on March 10, 2017 relating to the Company’s Registration Statement on Form N-2 (Registration No. 333-216138)
(the “Registration Statement”) and the prospectus included therein (the “Prospectus”).
The Staff’s comments are set forth below in italics and are followed by the Company’s responses. Where revisions to
the prospectus are indicated in the Company’s responses set forth below, such revisions have been included in Amendment No.
1 to the Registration Statement (“Amendment No. 1”) filed concurrently herewith.

Legal Comments

 1. Please confirm whether the Company presently intends to issue preferred stock, convertible debt
securities or new debt securities in the twelve months following the effectiveness of the Registration Statement. If so, include
an assumption regarding the cost of such borrowings in the fees and expenses table.

Response: The Company advises the Staff
that the Company does not presently intend to issue preferred stock, convertible debt securities or new debt securities in the
twelve months following the effectiveness of the Registration Statement. However, the Company continues to review potential opportunities
in the debt markets and may determine in the future to issue new debt securities. To the extent the Company determines to issue
debt securities in the future, the Company undertakes to include additional appropriate assumptions regarding the cost of such
borrowings into the fees and expenses table in a prospectus supplement filed in connection with an offering under the Registration
Statement.

 2. The Staff notes that the Company’s prior registration statement on Form N-2 (File No.
333-189833) expired on April 11, 2016 (the “Prior Registration Statement”). Please confirm that no sales of
securities under Prior Registration Statement have been made since April 11, 2016.

Response: The Company confirms that
it has not sold any securities under the Prior Registration Statement since April 11, 2016.

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.

        Mr. Asen Parachkevov

        Mr. Jeff Long

        April 3, 2017

        Page 2

 3. With regard to the Company’s investment strategy, which includes making secured, unsecured
and unitranche investments, please expand the current risk factor disclosure to include reference to the risks associated with
bankruptcy cases. Specifically, please disclose that it is unclear whether a bankruptcy court would enforce an agreement among
lenders which sets the priority of payments among unitranche lenders.

Response: The Company
has revised the disclosure in accordance with the Staff’s comment and included such disclosure on page 40 of the Prospectus.

 4. In the tables presenting the Company’s investments by type of security, please indicate
under which category of investments include unitranche investments and indicate the percentage of the portfolio comprised of unitranche
investments.

Response: The Company has revised the
disclosure in accordance with the Staff’s comment and included such revisions on pages 3 and 70 of the Prospectus.

 5. For each industry in which the Company has substantial exposure to through its investments,
which the Staff believes to be 10% or greater, include a risk factor describing the risks associated with an investment in that
industry.

Response: The Company has revised the
disclosure in accordance with the Staff’s comment and included such revisions on page 34 of the Prospectus.

 6. Please advise the Staff the percentage of the Company’s debt investments that include
payment in kind (“PIK”) interest. If this is a significant percentage of the Company’s portfolio, disclose
such percentage.

Response: The Company advises the Staff
that 8 of its 45 debt investments (or 13% of its loan portfolio at fair value as of December 31, 2016) have some form of PIK, typically
permitting the borrower to pay approximately 0.5% to 1.5% of its interest in PIK. However, PIK interest comprised only 0.5% of
the Company’s investment income for the year ended December 31, 2016, which amount is disclosed on page 57 of the Prospectus.
The Company believes the percentage of investment income comprised of PIK interest is a more relevant measure of significance than
the percentage of the Company’s debt investments that include PIK interest.

 7. Under the heading titled “Use of Proceeds”, state whether the Company may use a
portion of offering proceeds to fund distributions. If so, disclose that such distributions would be characterized for tax purposes
as a return of capital.

Response: The Company does not intend
to use a portion of the offering proceeds to fund distributions to shareholders.

        Mr. Asen Parachkevov

        Mr. Jeff Long

        April 3, 2017

        Page 3

 8. Please add disclosure to the “Prospectus Summary” section, related to the Company’s
credit facility, the 6.50% notes due 2019 and the Company’s SBA-guaranteed debentures.

Response: The Company has revised the
disclosure in accordance with the Staff’s comment and included such revisions on page 3 of the Prospectus.

 9. Please advise the Staff supplementally whether the Investment Management Agreement provides
that the base management fee will be charged on built-in leverage that is obtained through the use of derivatives.

Response: The Company respectfully advises
the Staff that pursuant to the Investment Management Agreement, the Company will not pay Stellus Capital Management LLC (the “Adviser”)
a base management fee on economic leverage embedded in derivative instruments.

 10. In the fees and expenses table, state the assumed average interest rate use to determine the
percentage of costs attributable to borrowings.

Response: The Company has revised the
disclosure in accordance with the Staff’s comment and included such revised disclosure on page 14 of the Prospectus.

 11. Please confirm that the Company will update the examples to the Fees and Expenses table to include
any sales load to be paid to underwriters in a prospectus supplement.

Response: The Company confirms that
it will update the examples to the Fees and Expenses to include any sales load to be paid to underwriters in the prospectus supplement
used in connection with such offering.

 12. The Prospectus states that the Company holds certain investments also held by certain funds
managed by D. E. Shaw & Co., L.P. (the “D.E. Shaw group”), which are not parties to the exemptive order
granted to the Company and certain of its affiliates by the SEC, permitting the Company to co-invest with such affiliates (the
“Order”) and that the number of such investments has declined year over year. Please explain supplementally
the reason for the decline in the number of investments held by both the Company and certain funds managed by the D.E. Shaw group.

Response: The Company respectfully advises
the Staff that the number of the investments held by both the Company and funds managed by the D.E. Shaw group has declined due
to such investments maturing in the normal course or refinancings that neither the Company, the Adviser nor the D.E. Shaw group
negotiated.

        Mr. Asen Parachkevov

        Mr. Jeff Long

        April 3, 2017

        Page 4

 13. Please confirm whether the Company intends to use derivatives as part of its investment strategy
and if so, such derivatives will be covered with earmarked funds.

Response: The Company advises the Staff
that it does not intend to make use of derivatives to carry out its investment strategy.

 14. Please confirm whether any distribution paid by the Company since its inception, was characterized
for tax purposes as a return of capital. If so, please add disclosure noting which distributions where characterized as a return
of capital.

Response: The Company respectfully advises
the Staff that no distribution paid by the Company since inception has been characterized as a return of capital for tax purposes.

 15. Please confirm supplementally whether any of the Company’s taxable subsidiaries are not
consolidated entities for financial reporting purposes.

Response: The Company respectfully advises
the Staff that, as disclosed on page F-21, each of its taxable subsidiaries is consolidated for U.S. generally accepted accounting
principles reporting purposes, and the portfolio investments held by such taxable subsidiaries are included in the consolidated
financial statements.

 16. Please confirm whether the unused commitment fee under the Company’s revolving credit
facility is included in the calculation of borrowing expenses in the Fees and Expenses table.

Response: The Company confirms that
it has included the unused commitment fee in calculating the expense percentage for borrowings in the Fees and Expenses table.

 17. Please confirm that the Company has a reasonable belief that it is able to cover its unfunded
commitments.

Response: The Company confirms that
it has a reasonable belief that it will be able to cover its unfunded commitments.

 18. Please confirm that net asset value will be determined within 48 hours of the sale of shares
of Common Stock pursuant to Section 23(b).

Response: The Company respectfully advises
the Staff that the Company will determine net asset value within 48 hours of the sale of shares of Common Stock pursuant to Section
23(b).

 19. In the section titled “Sales of Common Stock Below Net Asset Value", include an example of the impact on stockholders of an offering of 25% of the Company's outstanding shares of Common Stock at a 100% discount to NAV.

Response: The Company has revised the disclosure in accordance with the Staff's comment and included such revised disclosure on pages 117 through 120 of the Prospectus.

        Mr. Asen Parachkevov

        Mr. Jeff Long

        April 3, 2017

        Page 5

Accounting Comments

 1. Please update the registration statement to include audited financial statements for the year
ended December 31, 2016 and provide an updated consent from the Company's auditors.

Response: The Company has updated the
Registration Statement to include the audited financial statements for the year ended December 31, 2016 and has filed an updated
consent from the Company's auditors as an exhibit to the Registration Statement.

 2. We note that the Company's portfolio company, Binder and Binder, has been in bankruptcy proceedings
and that the fair value of the investment in Binder and Binder has been written down over time. Please explain supplementally,
why the fair value of the investment was written down incrementally and not earlier than it was.

Response: The Company respectfully advises
the Staff that the Company and its board of directors review the Company’s portfolio company valuations on a quarterly basis
pursuant to its valuation policy. Pursuant to its valuation policy, the Company uses a combination of valuation techniques, which
take into account the facts and circumstances known to the Company as of the valuation date. Each quarterly and annual fair value
assigned to this investment reflects the Company and its board of directors’ good faith determination using all information
available as of the valuation date.

In particular, the fair value of the Company’s
investment Binder and Binder has depreciated periodically since the Company declared bankruptcy in December 2014 and until the
Company realized a loss on the investment as of December 31, 2016. As the Binder and Binder bankruptcy proceeded, the Company applied
the facts and circumstances known at the time that each valuation was conducted to forecast the value of the enterprise in a wind-down.
The gradual deterioration in the fair value assigned to the investment reflected a similar gradual decline in projected operating
performance for the business and then a decline that coincided with the Company’s projected settlement in bankruptcy.

 3. Please confirm if transactions with any of the following, to the extent known, have been appropriately
disclosed in the financial statements pursuant to ASC 850-10-50:

 a. Shareholders of the fund that are other funds or affiliated entities that are managed by the
same advisor/manager;

 b. Shareholders of record or known beneficial owners of more than 10% voting interest of the fund;
and

 c. Other shareholders that are deemed to be affiliates of the fund or advisor (including management).

Response: The Company confirms that
transactions, to the extent known and material, are appropriately disclosed in the financial statements pursuant to ASC 850-10-50.

        Mr. Asen Parachkevov

        Mr. Jeff Long

        April 3, 2017

        Page 6

*        *        *

If you have any questions or additional comments concerning
the foregoing, please contact me at (202) 383-0845 or Steven Boehm at (202) 383-0176.

    Sincerely,

    Stephani M. Hildebrandt

CORRESP
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Stellus Capital Investment Corporation

4400 Post Oak Parkway, Suite 2200

(713) 292-5400

April 3, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.

Mail Stop 4720

Washington, DC 20549

Attn: Asen Parachkevov, Esq.

    Re:

        Stellus Capital Investment Corporation –

        Registration Statement on Form N-2 (File No. 333-216138)

Dear Mr. Parachkevov:

In accordance with Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended, Stellus Capital Investment Corporation (the “Company”)
respectfully requests acceleration of effectiveness of the above-captioned registration statement (the “Registration
Statement”), including all amendments thereto, to 4:00PM, Eastern Time, on April 3, 2017, or as soon thereafter
as possible.

In connection with the submission of the Company’s
request for accelerated effectiveness of the above-referenced Registration Statement, the Company hereby acknowledges that:

 · the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 · should the Securities and Exchange Commission (the “Commission”) or the staff thereof (the “Staff”),
acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

 · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does
not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

    Stellus Capital Investment CorpORATION

    By:
    /s/ W. Todd Huskinson

    W. Todd Huskinson

    Chief Financial Officer, Chief Compliance Officer,

    Treasurer and Secretary

CORRESP
1
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        February 21, 2017

        Via EDGAR

        U.S. Securities and Exchange Commission

        100 F Street, NE

        Washington, D.C. 20549

        Eversheds Sutherland (US) LLP

        700 Sixth Street, NW, Suite 700

        Washington, DC 20001-3980

        D: +1 202.383.0176

        F: +1 202.637.3593

        stevenboehm@

        eversheds-sutherland.com

    Re:

        Stellus Capital Investment Corporation –

        Registration Statement on Form N-2

Dear Sir or Madam:

On behalf of Stellus Capital Investment Corporation (the “Company”),
we are transmitting herewith for filing under the Securities Act of 1933, as amended (the “Securities Act”), a registration
statement on Form N-2 (the “Registration Statement”). The Registration Statement relates to the shelf offering of the
Company’s securities under Rule 415 of the Securities Act.

The Company respectfully asks that the staff of the Securities
and Exchange Commission afford the Registration Statement selective review in accordance with Securities Act Release No. 6510 (February
15, 1984). The disclosure contained in the Registration Statement is substantially similar to the disclosure contained in the Registration
Statement as declared effective on December 12, 2014, except for the updating of financial information and certain other data.

Please let us know if you would like a courtesy copy of the
Registration Statement. If you have any questions or comments regarding the Registration Statement, please do not hesitate to contact
the undersigned at (202) 383-0176 or Stephani Hildebrandt at (202) 383-0845.

    Sincerely,

    /s/ Steven B. Boehm

    Steven B. Boehm

    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.

CORRESP
1
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April 29, 2014

VIA EDGAR

Larry Greene

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:

        Stellus Capital Investment Corporation

        Proxy Statement

Dear Mr. Greene:

On behalf of Stellus Capital Investment
Corporation (the “Company”), set forth below is the Company’s response 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 verbally on April 8, 2014 regarding the Company’s preliminary proxy statement
filed on March 31, 2014. The Staff’s comments are set forth below and are followed by the Company’s responses.

 1. Comment: For any change made within the Company’s proxy statement, please make conforming
changes elsewhere within the proxy statement.

Response

The Company has made conforming changes where
necessary.

 2. Comment:	Please confirm that the font size and style
of the text in the proxy statement will comply with the requirements of Rule 14a-5(d) under the Securities Exchange Act of 1934,
as amended.

Mr. Larry Greene

Division of Investment Management

April 29, 2014

Page 2

Response

The Company confirms that the font size and
style of the text in the proxy statement will comply with the requirements of Rule 14a-5(d) under the Securities Exchange Act of
1934, as amended, when printed.

 3. Comment: Please confirm the following language included in the Company’s proxy card is
font style bold: “This proxy, when properly executed, will be voted in the matter directed herein. If no such direction is
made, this proxy will be voted in accordance with the Board of Directors’ recommendations.”

Response

The Company confirms that the referenced language
included in the proxy card is font style bold.

 4. Comment: On page 16 of the Company’s proxy statement under the “Effect of Approval”
heading, please explain supplementally why the Company has included disclosure comparing the closing sale price of the Company’s
common stock to the last reported per share net asset value (“NAV”).

Response

The Company respectfully advises the Staff that
it believes the referenced disclosure gives the Company’s stockholders a more current basis on which to evaluate the Company’s
proposal to authorize the Company to sell shares below NAV.

 5. Comment: On page 18 of the Company’s proxy statement, please add additional disclosure that
the stockholder’s voting power as well as other interests may be diluted when stock is sold below net asset value.

Response

The Company has added additional
disclosure as requested.

Mr. Larry Greene

Division of Investment Management

April 29, 2014

Page 3

 6. Comment: On page 21 of the Company’s proxy statement, please provide examples of situations
that would give rise to an adjustment in the number of shares that may be received as the result of anti-dilution protections.

Response

The Company has revised the disclosure on page
21 of the Company’s proxy statement as requested.

 7. Comment: On page 22 of the Company’s proxy statement, please rephrase the language “would
at the time of exercise or conversion or what number or amount. . .” for clarity.

Response

The Company has revised the disclosure on page
22 of the Company’s proxy statement as requested.

 8. Comment: Please provide additional disclosure on page 22 of the Company’s proxy statement
regarding the meaning of “date of issuance.”

Response

The Company has revised the disclosure on page
22 of the Company’s proxy statement as requested.

 9. Comment: Please add a caveat in the example on page 22 of the Company’s proxy statement
that there is no limit to which the securities may be discounted.

Response

The Company has revised the disclosure on page
22 of the Company’s proxy statement as requested.

*	*	*	*	*

Mr. Larry Greene

Division of Investment Management

April 29, 2014

Page 4

If you have any questions or additional
comments concerning the foregoing, please contact me at (202) 383-0845.

Sincerely,

/s/ Stephani M. Hildebrandt

Stephani M. Hildebrandt

 cc: Robert T. Ladd, Stellus Capital Investment Corporation

   Harry S. Pangas

Steven B. Boehm
Suther land Asbill &  Brennan LLP
700 S ixth Street, N W, Suite 700
Washing ton, DC  20001- 3980

Re: Stellus C apital Investment Corp. (the “Fund”)
File Numb ers 814-00971 &  333-189938

Dear Mr. Boehm:

On J uly 12, 2013, the  Fund filed a registration st atement on F orm N-2 unde r the
Securities Act of 1933 ( “Securities Act.  The  filing was made to upda te the disclosur e in the
Fund’s registration st atement on F orm N-2.  The Fund is a  busine ss development compa ny that
originates and inve sts primarily in private middl e-market compa nies through first lie n, second
lien, unit ranche and m ezzanine debt financing, often with a  correspondi ng equity investment.
The registration st atement contains m any blank spaces r elated to f ees, c osts and per centages; we
will re view the  Fund’s expense table and ot her information submitt ed in s ubsequent amendments
and m ay have comm ents regarding that information.  W e have referenced t he captions a nd pa ge
number s from the  registration st atement to indi cate the sections of  the registration st atement to
which each comm ent relates.  How ever, you shou ld regard any comm ent made with re spect to
one section of  the registration st atement to apply to simila r disclosur e elsewhere in the
registration st atement.

A letter of even date accompa nied the  filing a nd sought selective review.  With cer tain
exceptions, we  have limit ed our  review of the filing. Our comm ents regarding the filing are set
forth be low.

General

1. Please state in your response  letter whether FINRA will or  has reviewed the  propos ed
distribution t erms and ar rangements of  the transaction involve d in the  registration st atement.  In
this c onnection indi cate whether FINRA has reviewed the  payment of selling commissions, s ales
loads and any dealer manager or other fees.  Indicate also wh ether FINRA aggregated such
payments for purposes of determining c ompli ance with F INRA guidelines on under writer
compe nsation.

2. The type face of the printed doc ument is h ard to r ead and appears to be  set forth in a n
inappropriately small font.  Confirm the  printed document will c ompl y with the type size
requirement in R ule 420.

3.         E xplain to the  staff the status of  the Fund’s offering of shares and the  relationship of  the
current of fering of shares to the  offeri ng of 8,000, 000 shares registered l ast year.  For example,
shares outst anding as of March 31st stood at a little over 12,000,000 according to the  unaudited
Statement of  Operations.  E xplain this d ifference to the  staff.  Does the  Fund contemplate more
offeri ngs in the  near future?

Prospectus Cov er

4. Revise the promin ent statement appearing below the  pricing table, the subst ance of which is
required by Rule 481( b)(1) unde r the Investment Compa ny Act of 1940 ( “1940 A ct”) to reflect
the changes brought about by the National Securities Mar kets Improvement Act of
1996.  C onfirm that the disclosur e will a ppear on the  outside  front c over page of the prospectus.

5. Do the  amounts re ferenced in f ootnote  1 to the  pricing table include all expenses of
issuance and dist ribution?  If not, pl ease include in the  footnot es to the  pricing table all
information re quired by Instruction 6 to Item 1.g. of Form N-2.  The  footnot es should ref lect the
dilution e xpected to result from the  offering.

Prospectus

PROSPECTUS SUMMARY
Stellus Capital Investment Corporation (Page 1)

6. Disclosur e hereunde r indicates that the Fund m ay originate or inve st in, a mong other s,
unitranche and m ezzanine debt.  D efine these terms.

SBIC L icense (Page 4)

7. Disclosur e hereunde r indicates that the Fund h as receiv ed a “green l ight” letter from the
SBA allowin g it to c ontinue  its a pplication to obt ain a license  to form and operate  an SB IC
subsidi ary.  Explain mo re fully the relationship be tween the  Fund a nd this pr opos ed entity,
including  whether the subsidi ary would b e whol ly owned by the Fund, t he percent o f Fund assets
to be  represented at the subsidi ary level and w hether the financial statements would be
consolida ted.

THE OFFERING
Leverage  (Page 9)

8.         E xplain the  under lined term in the  following  sentence: “The Credit Facility provide s for
borrowi ngs in a n aggregate amount up to $115,000,000 on a  committe d basis and an accordion
for an additiona l $35,000,000 f or a total facility size of $150,000,000.”
Further, if accurate, disclose that the following  disclosur e appearing in the  same paragraph
means tha t the Fund’s entire portfolio, a s indi cated, serves as security for any obligation unde r
the revolving c redit facilit y: “The Compa ny’s obli gations to the  lenders are secure d by a first
priority security interest i n its por tfolio of  securities and cash, but e xcluding shor t term

investments.” Disclose whether the agreement places c onstraints on the  Fund’s management of
its po rtfolio.

FEES  AND E XPENSES (Page 13)

9. Footnote  4 states that: “Our base management fee, payable quarterly in arrears, is 1.75%
of our gross a ssets, in cluding assets pur chased with borrow ed amounts or  other forms of  leverage
. . .” With re spect to the  under lined clause, disclose whether the Fund m ay issue  preferred und er
this poli cy.  Disclosur e on pages 26 a nd 63 s uggests that preferred issu ances m ay be
contemplated.  Dis close the othe r forms o f leverage included in the  advisor y agreem ent.  F or
example, might effective  leverage or the notiona l value of swaps be covered?

SELEC TED FINANC IAL DAT A (Page 16)

10. Disclosur e in the  first sentence states: “The following selected financial data for the
period from  Inception ( May 18, 2012 ) through Decem ber 31, 2012 a nd at December 31, 2012, is
derived from ou r financial statements whi ch have been a udited.” The Fund filed its re gistration
statement in S eptember 2012 a nd it w ent effective  in Nove mber 2012.  E xplain the  basis for the
inclusion of  information unde r this caption re lated to per iods pr ior to Nove mber 2012.

RISK FACT ORS
Becau se we use debt to f inance our investments, if market interest rat es were to increase, our
cost of  capital c ould increase, which could reduce our net investment income.
(Page 27)

11. Disclosur e hereunde r indicates that the Fund m ay “utiliz e instruments su ch as forward
contracts, c urrency options a nd int erest ra te swaps, caps, c ollars and floors” and also indi cates
that there is no limit a s to the  Fund’s ability to enter into suc h der ivative transactions.  To the
extent these instruments involve  leverage disclose the manner in whi ch the  Fund c overs or
segregates assets consist ent with §18 of  the 1940 A ct or the provisions of  IC-10666.  See
Investment Compa ny Act Release No. 10666 ( April 18, 1979) .

MANAGEME NT’S DISCUSSIO N AND  ANAL YSIS OF FI NAN CIAL CONDITIO N AND
RESULTS  OF OPERATI ONS
Overview (Page 48)

12. This f ollowing  sentence should be  clarified, e.g., by making the underlined por tion a
separat e sentence: “The total consideration pa id was $194.4 million, c onsisting of $165.2 million
in cash and $29.2 million in shares of  our common sto ck based on the  price of $15.00 pe r share,
or $194.4 million in tot al for 11 c ompa nies (excluding  accrued interest of  approximately $2.3
million)  from a  private investment fund to whi ch the  D. E. S haw group s erves as inve stment
adviser and Stellus C apital serves as a non-discretionary sub-adviser.”

13. Clarify that the borrowi ngs und er the credit facility that occurred on Nov ember 13, 2013
included a group of  lenders again led by Sun Trust Bank.

(Page 59)

14. Disclosur e unde r this su b-caption st ates that: “As of March 31, 2013 and D ecemb er 31,
2012, the  Compa ny was not due  any amount from  Stellus C apital for reimbu rsement of expenses
paid for by the Compa ny that were the responsibili ty of Stellus C apital.  Any  such amounts due
to the  Compa ny would b e included in the  Statement of Assets and Liabilitie s.” Were any such
obligations outst anding  prior to D ecember 31, 201 2?

SENIOR SE CURI TIES (Page 63)

15. Identify Grant Th ornton, L LP as the Fund’s inde pendent registered public  account ants.

MANA GEMENT AGREEM ENTS
Quarterly I ncentive Fee Based on Net Investment Income (Page 92 & 93)

16. Clarify the indemnification dis cussions on the se pages by indicatin g that the policy is
subject to the  requirements of  the 1940 A ct, including the requirements of  IC-11330.  See
Investment Compa ny Act Release No. 11330 ( September 2, 1980) .

DETER MINAT ION OF  NET ASSET VAL UE (Page 98)

17.       Dis closur e in the  second paragraph st ates that: “In addition, our  board of directo rs retains
one or more independent valuation firms to re view the valuation of  each por tfolio inve stment for
which a market quot ation is not a vailable at least quar terly.”  In this c onnect ion, pl ease inform
the staff whether the board will re view and approve in advance the valuation m ethodolog y of any
third-party pricing service it us es and confirm that the boar d will r egularly review the  histo rical
accur acy of its fa ir value methodolog ies.  Se e Investment Compa ny Act Release No. 26299;
“Compli ance Programs o f Investment Compa nies and Investment Advis ers” (Decemb er 17,
2003) .  The  release states that Rule 38a-1 requires funds to pr ovide  a methodolog y or
methodolog ies by which the fund de termines the current fair value of the portfolio s ecurity, and
to “regularly review the  appropriateness and accuracy of the method us ed in va luing  securities,
and m ake any necessary adjustm ents”.

Part C - Signatures

18. The pow er of attorney states in per tinent par t that the named individua ls have pow er to
execute  on b ehalf of the Fund’s directors and of ficers: “…this Re gistration Statement on F orm
N-2 and any and all amendments th ereto, inc luding  post-effective amendments to this
Registration S tatement…”  In this c onnection, pl ease consult the  requirements of  Rule 483( b)
unde r the Securities Act, which requires a pow er of attorney to relate to a specific filing.

ACCOUNT ING COMMENTS

Form N-2 filed July 12, 2013

19. Please revise the “Price Range of Common S tock and Dist ributions”  section of  the
Prospectus to dis close the premium/dis count of  the high and low int raday sales prices to ne t asset
value of the Compa ny’s common stoc k inst ead of  disclosing  the high and low int raday sales
prices a s a percentage of net asset value of the Company’s common stoc k.  Se e Item 8.5 of  Form
N-2.

20. Disclosur e on Pa ge 8 states that:

“Pre-incentive  fee net investment income includes, in the  case  of inve stments with a
defer red interest feature (such as original issue  discount, or  OID, debt inst ruments with
PIK int erest and zero coupon s ecurities), accrued income that we have not yet received in
cash. How ever, the portion of  such incentive  fee that is a ttributable to def erred interest
(such as PIK int erest or OID) will be  paid to S tellus C apital Management, together with
interest th ereon from the  date of deferral to the  date of payment, onl y if and to the  extent
we actually receive such interest in cash, a nd any accr ual thereof will be  reversed if and
to the  extent suc h interest is re versed in connection  with a ny write-off or similar
treatme nt of the investment giving r ise to any deferred interest accrual.  Stellus C apital
Management ha s agreed to per manently waive any interest accrued on the  portion of  the
incentive  fee attributable to defer red interest (such as PIK int erest or OID).”

Please explain the  accounting  for these deferred fees.  E xplain the  situations in whi ch
the Fund would r eceive  PIK interest in cash.  W hy is the  Fund be ing charged interest on def erred
fees?  What are the rates of interest c harged?  Is the Fund a ccruing interest with a  corresponding
waiver from the  advisor ?

Form 10-Q filed May 9, 2013
Consolidated Balance Sheet s:

21. Are there any payables to Trustees a t period-end?  As re quired by Item 12 – Other
liabilitie s:

“State separately (a) amounts pa yable for inve stment advisor y, management and service
fees; a nd (b) the total amount pa yable to: ( 1) Officers and di rectors; (2) controlled
compa nies; and (3) other affiliates, excluding a ny amounts owing  to nonc ontrolled
affiliates whi ch arose in the ordinary course of busine ss and whi ch are subj ect to usua l
trade terms.”

Consolidated Stateme nt of Changes in Net Assets
22.  Include the disclosur e requirements of  Regulation S-X. Ar ticle 6-09.7, to w it:
“Disclose parenthetically the balance of undist ributed net investment income included in
net assets at the end of the period.”

Consolidated Schedule of Investments

23. At 3/31/13 the  fund ha d $25,000,000 of  U.S. Treasury Bills liste d in cash a nd cash
equiva lents. W hy were these inve stments not reflected on the  schedule of investments as
required by Article 12 of  Regulation S -X?

24. In reviewing the 3/31/13 financial statements, w e noticed tha t ove r 58%  of the holding s
on the  schedule of investments w ere valued at cost.  Please explain how va luing  securities at cost
constitut es fair value as defined by ASC 820.

25. Pledged securities unde r borrowi ng arrangements need to be  identified on t he schedule of
investments.  Se e Article 4-08 of  Regulation S -X and Audits of  Investment Compa nies,
American Institute  of Certified Public  Account ants, Paragraph 7.31 (May 1, 2012) .

Notes to Co nsolidated Financial Statements

26. Page F-22 dis closes the valuation t echnique s and significant unobs ervable inputs us ed
in Level 3 va luations.  R efer to the  December 12, 2012 A ICPA Investment Compa nies Expert
Panel Meeting  minut es.

http://www. aicpa.org/InterestA reas/FRC/Indust ryInsights/Downloa dableDocuments/INV
/INV_EP_Minut es/2012/ INV_EP_December12_2 012_M eetin g.pdf

27.          For each unobs ervable input pr ovide  the range of discount rates and a weighted average
rate.  Currently there is only one range for all of the unobs ervable inputs.  Please explain why the
discount ra tes and w eighted average rates are negative.

28. Note  2 (Related Party Arrangements) states the followin g: “For the years ending
Decem ber 31, 2012 a nd D ecem ber 31, 2013, the  Advisor  has agreed to w aive its in centive  fee to
the extent required to suppor t an annua lized divide nd yield of 9.0% (to be  paid on a  quar terly
basis) based on the  price per share of our common sto ck in c onnection with the  Offering.” Does
the advisor  have the ability to recoup a ny amounts  of the waived inc entive  fees?

* * * * * * * * * * *

We note  that portions of  the filing are incomplete.  We may have addition al comm ents on
such por tions whe n you compl ete them in a  pre-effective  amendment, on di sclosure s made in
response  to this le tter, on information suppli ed in your response  letter, or on exhibits a dded in
any pre-effective  amendments.

Whenever a comm ent is ma de in one  location, it is c onsidered a pplicable  to all simila r
disclosur e appearing elsewhere in the  registration statement.

Response  to this l etter should be  in the  form of a pre-effective  amendment filed pur suant
to rule 472 unde r the Securities Act.  W here no c hange will be  made in the  filing in response  to a
comm ent, pl ease indicate this fact in  your respons e letter and briefly state the basis for your
position.  W here changes are made in re sponse  to our comm ents pr ovide  information r egarding
the nature of the change and, if  appropriate, the location of  such new or revised dis closur e in the

amended filing.  As re quired by the rule, please insure that you m ark new or revised dis closur e to
indicate change.

Please advise  us if you have submitte d or expect to submit a n

CORRESP
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STELLUS CAPITAL INVESTMENT CORPORATION

10000 Memorial Drive, Suite 500

Houston, TX 77024

April 15, 2013

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attention: Larry Greene, Esq.

 Re: Stellus Capital Investment
Corporation (the “Company”)

Proxy Statement

Pursuant to the Staff’s request, in
connection with the Staff’s review of the Proxy Statement, the Company hereby acknowledges that:

 · the Company is responsible for the adequacy and accuracy
of the disclosure in the filing;

 · should the Commission or the Staff clear comments on the filing, it does not foreclose the Commission from taking any action
with respect to the filing;

 · the action of the Commission or the Staff in advising the Company that it has cleared comments on the filing does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Should you have any questions concerning
this request, please contact me at (713) 292-5400 or our counsel, Harry S. Pangas, at Sutherland Asbill & Brennan LLP at (202)
383-0805.

    Sincerely,

    STELLUS CAPITAL INVESTMENT

CORPORATION

    By:
    /s/ Robert T. Ladd

    Name:
    Robert T. Ladd

    Title:
    President and Chief Executive Officer

CORRESP
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April 15, 2013

VIA EDGAR

Larry Greene

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: Stellus Capital Investment Corporation

Proxy Statement

Dear Mr. Greene:

On behalf of Stellus Capital Investment
Corporation (the “Company”), set forth below is the Company’s response 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 26, 2013 regarding the Company’s preliminary proxy statement filed
on March 20, 2013. The Staff’s comments are set forth below and are followed by the Company’s responses.

 1. Comment:	Please confirm that the font size and style
of the text in the proxy statement will comply with the requirements of Rule 14a-5(d) under the Securities Exchange Act of 1934,
as amended.

Response

The Company confirms that the font size and style
of the text in the proxy statement will comply with the requirements of Rule 14a-5(d) under the Securities Exchange Act of 1934,
as amended, when printed.

 2. Comment: Please update the disclosure on page 7 of the Company’s proxy statement to indicate that Messrs. D’Angelo
and Repko have each consented to be named as a nominee in the Company’s proxy statement.

Mr. Larry Greene

Division of Investment Management

April 15, 2013

Page 2

Response

The Company has revised the disclosure on page 7
of the Company’s proxy statement as requested.

 3. Comment: Please review the use of the defined term “NAV” in the “Examples of Dilutive Effect” table
on page 19 and revise the disclosure in the Company’s proxy statement as appropriate.

Response

The Company has revised the disclosure on page 19
of the Company’s proxy statement as requested.

 4. Comment: On page 19 of the Company’s proxy statement, please define the terms “abstentions” and “broker
non-votes” and describe when abstentions and broker non-votes would occur.

Response

The Company has revised the disclosure on page 19
of the Company’s proxy statement as requested.

 5. Comment: Please change the case of the language beginning “THE BOARD UNANIMOUSLY. . .” on pages 7 and 19 of the
proxy statement to comply with the SEC’s plain English requirements.

Response

The Company has revised the disclosure on pages 7
and 19 of the Company’s proxy statement as requested.

*         *         *         *         *

Mr. Larry Greene

Division of Investment Management

April 15, 2013

Page 3

If you have any questions or additional
comments concerning the foregoing, please contact me at (202) 383-0805.

    Sincerely,

    /s/ Harry S. Pangas

    Harry S. Pangas

 cc: Robert T. Ladd, Stellus Capital Investment Corporation

Stephani M. Hildebrandt

CORRESP
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                                                 [Sutherland Asbill & Brennan LLP Letterhead]

HARRY S. PANGAS

DIRECT LINE: 202.383.0805

E-mail: harry.pangas@sutherland.com

March 20, 2013

Via Edgar

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Stellus Capital Investment Corporation – Preliminary Proxy Statement on Schedule 14A

Dear Sir or Madam:

On behalf of Stellus Capital Investment
Corporation, we are filing a Preliminary Proxy Statement on Schedule 14A pursuant to the rules and regulations of the Securities
Exchange Act of 1934.

Please call me at the above number if you
have any questions or comments regarding the foregoing.

Sincerely,

/s/ Harry S. Pangas

    cc:
    Robert T. Ladd

CORRESP
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November 6, 2012

VIA E-MAIL AND EDGAR

Mr. Larry Greene

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:

        Stellus Capital Investment Corporation

        Pre-Effective Amendment No. 2 to Registration Statement on Form
        N-2

 (File No. 333-184195) (the “Registration Statement”)

Dear Mr. Greene:

On behalf of Stellus Capital Investment
Corporation (the “Company”), set forth below is the Company’s response to the comment of the staff
of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (“SEC”)
that we received in our telephone conversation with the Staff on November 6, 2012 regarding the Registration Statement. The Staff’s
comment is set forth below and is followed by the Company’s response.

 1. Comment: The Staff refers the Company to comment no. 2 contained in the Company’s letter, dated October 23, 2012
(the “Letter”), to the Staff. We note that the Company does not intend on complying with certain of the
policies and procedures set forth in the Massachusetts Mutual Life Insurance Company no-action letter in connection with
its co-investment with investment funds, accounts and investment vehicles managed by Stellus Capital Management LLC in accordance
therewith. Please explain to us why the Company does not believe it is necessary to comply with such policies and procedures in
connection with its co-investment with investment funds, accounts and investment vehicles managed by Stellus Capital Management
LLC in accordance with the Massachusetts Mutual Life Insurance Company no-action letter.

Division of Investment Management

Larry Greene

November 6, 2012

Page 2

Response

In light of the Staff’s comment, the
Company has reviewed the various policies and procedures set forth in the Massachusetts Mutual Life Insurance Company no-action
letter and confirms to the Staff that the Company and/or its external investment adviser will comply with all such policies and
procedures, as more fully described in the table below, in connection with its co-investment with investment funds, accounts and
investment vehicles managed by Stellus Capital Management LLC in accordance with the Massachusetts Mutual Life Insurance Company
no-action letter.

    Condition

    Compliance

        Negotiate price only

        Stellus Capital Management LLC will only negotiate price and
        will not directly or indirectly negotiate any of the other terms in connection with any such co-investment transaction involving
        the Company.

        Institute co-investment policy statement and procedures

        Prior to the negotiation or effectuation of any co-investment
        transaction involving the Company, the Company’s Board of Directors, including a majority of its “disinterested directors,”
        will approve a co-investment policy statement (the “Policy Statement”) designed to ensure that any co-investments
        are made in a manner that is fair and equitable to, and in the best interests of, the Company. The Policy Statement will also establish
        procedures (“Procedures”) that must be followed by Stellus Capital Management LLC prior to its effectuation
        of any co-investment transaction involving the Company.

        The Board of Directors, including a majority of its “disinterested
        directors,” will be required to approve any deviation from the Procedures in connection with a co-investment transaction
        involving the Company.

    Disclose co-investment procedures in the Company’s SEC reports

    Prior to the negotiation or effectuation of any co-investment transaction involving the Company, the Procedures for co-investment transactions will be fully disclosed in the Company’s SEC reports.

Division of Investment Management

Larry Greene

November 6, 2012

Page 3

    In addition, prior to the negotiation or effectuation of any co-investment transaction involving the Company, the Procedures for the aggregation of transactions will be fully disclosed in the Form ADV of Stellus Capital Management, LLC and Stellus Capital Management, LLC will disclose the same to the investment funds, accounts and investment vehicles managed by it.

        Appropriateness of co-investment transaction for each co-investment
        party

        Stellus Capital Management, LLC will review the investment objectives,
        investment restrictions, cash position, need for liquidity, sector concentration, and other objective criteria, and determine whether
        the co-investment transaction is an appropriate transaction for the Company and each investment fund, account and investment vehicles
        managed by Stellus Capital Management LLC. Each such entity or account will receive individualized investment advice and treatment
        from Stellus Capital Management, LLC.

        Stellus Capital Management, LLC will not engage in a co-investment
        transaction unless the transaction is consistent with Stellus Capital Management, LLC’s duties to all of the co-investment
        parties thereto, including the Company.

    Allocation Statements

    The Procedures will be used to produce written (on paper or electronically) allocation statements for each co-investment transaction, which will be prepared before or at the time Stellus Capital Management, LLC indicates to the issuer or a prospective seller or buyer its interest in engaging in a co-investment transaction.

Division of Investment Management

Larry Greene

November 6, 2012

Page 4

    The allocation statements will describe specifically how co-investment transactions or proceeds from a co-investment transaction will be allocated among participants.  If there is a sufficient amount of securities in the co-investment transaction or proceeds therefrom to satisfy all participants, the securities or proceeds will be allocated among the participants in accordance with the allocation statements.  If there is an insufficient amount of securities in the co-investment transaction or sale proceeds to satisfy all participants, the securities or proceeds will be allocated pro rata based on the allocation that co-investment party would have received if there was a sufficient amount of securities or proceeds and they were allocated according to the allocation statement.

    A co-investment transaction may be allocated on a basis different from that specified in the allocation statement if all participants receive fair and equitable treatment, the reason for the deviation is recorded in writing (on paper or electronically) at or prior to settlement and the deviation is not inconsistent with the Procedures.

        Annual review of Procedures

        The Company’s Board of Directors, including a majority
        of its “disinterested directors,” will review the Procedures at least annually to ensure that they are adequate to
        prevent the Company from being systematically disadvantaged as a result of the co-investment transactions. If the Company’s
        Board of Directors, including a majority of its “disinterested directors,” discovers that the Procedures are not being
        followed or that the Procedures do not have the intended results, it will take whatever corrective measures are necessary, including
        revising the Procedures.

Division of Investment Management

Larry Greene

November 6, 2012

Page 5

    Fair and equal treatment of co-investment parties

        No co-investment party participating in a co-investment transaction
        will be favored over any other co-investment party because each party taking part in a transaction will participate at the same
        unit price. Transaction costs and expenses will be shared by the Company and other participants in any such co-investment transactions
        on a pro rata basis according to the amount of their participation.

        No co-investment party will receive any additional compensation
        or remuneration of any kind as a result of a co-investment transaction that is not shared pro rata with the other participants
        in the co-investment transaction.

        Cash and securities of co-investment parties participating in
        a co-investment transaction may be deposited in a single account with one or more banks or broker-dealers only so long as reasonably
        necessary to settle the co-investment transaction on a delivery-versus-payment basis. Cash or securities will be held collectively
        following settlement only so long as reasonably necessary to deliver the cash or securities to each participant’s custodian.

    Retention of records for co-investment transactions

        The Company and Stellus Capital Management LLC will retain written
        records of the co-investment transactions involving the Company in an easily accessible place for five years, the first two years
        in an appropriate office of Stellus Capital Management, LLC.

Division of Investment Management

Larry Greene

November 6, 2012

Page 6

*        *        *        *        *

If you have any questions or additional
comments concerning the foregoing, please contact me at (202) 383-0176 or Harry Pangas at (202) 383-0805.

    Sincerely,

    /s/ Steven B. Boehm

    Steven B. Boehm

    cc:
    Robert T. Ladd, Stellus Capital Investment Corporation

    Harry Pangas

    Stephani Hildebrandt

CORRESP
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STELLUS CAPITAL INVESTMENT CORPORATION

10000 Memorial Drive, Suite 500

Houston, TX 77024

November 2, 2012

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attention: Larry Greene, Esq.

    Re:
    Stellus Capital Investment Corporation

Registration Statement on Form
N-2

File No. 333-184195

On behalf of Stellus Capital Investment
Corporation (the “Registrant”) and pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended, I hereby request acceleration of the effective date of the Registrant’s Registration Statement on Form N-2 to
4:00 p.m. Eastern Time on November 7, 2012, or as soon thereafter as is practicable.

The disclosure in the referenced filing
is the responsibility of the Registrant. The Registrant represents to the U.S. Securities and Exchange Commission (the “Commission”)
that should the Commission, or the staff acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing, and the Registrant represents that it will not assert staff comments
or the action of the staff to declare the filing effective as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

The Registrant further acknowledges that
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective does not relieve
the Registrant from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

Should you have any questions concerning
this request, please contact me at (713) 292-5400 or our counsel, Steven B. Boehm, at Sutherland Asbill & Brennan LLP at (202)
383-0176.

	Sincerely,

STELLUS CAPITAL INVESTMENT CORPORATION

	By: /s/ Robert L. Ladd

	Name: Robert L. Ladd

	Title: President and Chief Executive Officer

CORRESP
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[RAYMOND JAMES LETTERHEAD]

November 2, 2012

VIA EDGAR

Larry Greene, Senior Counsel

Division of Investment Management

SECURITIES AND EXCHANGE COMMISSION

100 F Street, N.E.

Washington, DC 20549

    Re:
    Stellus Capital Investment
    Corporation

    Registration Statement on Form N-2

    File No. 333-184195

Dear Mr. Greene:

Acting on behalf of
the several underwriters, we hereby join in the request of Stellus Capital Investment Corporation that the effective date of the
above-captioned Registration Statement be accelerated so that it will become effective at 4:00 p.m., Eastern Time, on November
7, 2012, or as soon thereafter as practicable.

Pursuant to Rule 461
of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, we,
acting on behalf of the several underwriters, wish to advise you that, between October 23, 2012 and November 7, 2012, we distributed
approximately 3,672 copies of the Preliminary Prospectus dated October 23, 2012, of which approximately 2,874 copies were distributed
to other underwriters. The majority of these copies were distributed to investors, including individuals and institutions. Copies
of the Preliminary Prospectus were available to anyone requesting the same at the offices of the underwriters.

We confirm that we
are aware of our obligations under the Securities Act of 1933, as amended, and that we have and will comply with Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended, with respect to the distribution of Prospectuses. We have been informed by the
other underwriters and dealers participating in the distribution of this offering that such persons have and will comply with Rule
15c2-8 with respect to the distribution of Prospectuses.

Signature Page Follows

Very Truly Yours,

By: Raymond
James & Associates, Inc.

        acting on behalf of the several
underwriters

By:		/s/ Larry M. Herman

Name: 	Larry M. Herman

Title:	Managing Director

CORRESP
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October 23, 2012

VIA E-MAIL AND EDGAR

Mr. Larry Greene

Mr. Kevin Rupert

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:

        Stellus Capital Investment Corporation

        Pre-Effective Amendment No. 2 to Registration Statement on Form
        N-2

(File No. 333-184195) (the “Registration Statement”)

Dear Gentlemen:

On behalf of Stellus Capital 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
(“SEC”) that we received in our telephone conversations with the Staff on October 10, 2012, October 12,
2012 and October 15, 2012 regarding the Registration Statement. The Staff’s comments are set forth below and are followed
by the Company’s responses.

 1. Comment: We understand that the Company will disclose
the nature of the findings or conclusions by the Company’s Board of Directors in connection with its review and approval
of the initial portfolio acquisition in a future pre-effective amendment to the Registration Statement. Please be advised that
we may have additional comments on such disclosure when it is included in the Registration Statement.

Response

The
Company acknowledges the Staff’s comment and refers to the Staff to page 71
of the Registration Statement with respect to such disclosure.

Division of Investment Management

Larry Greene

Kevin Rupert

October 23, 2012

Page 2

 2. Comment: The Staff refers the Company to comment
no. 2 contained in the Company’s letter, dated September 28, 2012 (the “Letter”), to the Staff.
Please tell us whether and how the Company intends on complying with the various policies and procedures set forth in the Massachusetts
Mutual Life Insurance Company no-action letter in connection its co-investment with investment funds, accounts and investment
vehicles managed by Stellus Capital Management LLC in accordance therewith.

Response

The Company will comply with the various
policies and procedures set forth in the Massachusetts Mutual Life Insurance Company no-action letter to the extent that
it co-invests with investment funds, accounts and investment vehicles managed by Stellus Capital Management LLC in accordance therewith.
The table below sets forth details how the Company and/or Stellus Capital Management LLC intends on complying with the various
policies and procedures set forth in the no-action letter in connection with any such co-investment transactions:

    Condition
    Compliance

    Negotiate price only
    Stellus Capital Management LLC will only  negotiate price and will not directly or indirectly negotiate any of the other terms in connection with any such co-investment transaction involving the Company.

    Institute co-investment policy statement and procedures

        Prior to the negotiation or effectuation of any co-investment
        transaction involving the Company, the Company’s Board of Directors, including a majority of its “disinterested directors,”
        will approve a co-investment policy statement (the “Policy Statement”) designed to ensure that any co-investments
        are made in a manner that is fair and equitable to, and in the best interests of, the Company. The Policy Statement will also establish
        procedures (“Procedures”) that must be followed by Stellus Capital Management LLC prior to its effectuation
        of any co-investment transaction involving the Company.

        The Board of Directors, including a majority
of its “disinterested directors,” will be required to approve any deviation from the Procedures in connection with
a co-investment transaction involving the Company.

Division of Investment Management

Larry Greene

Kevin Rupert

October 23, 2012

Page 3

    Disclose co-investment procedures in the Company’s SEC reports
    Prior to the negotiation or effectuation of any co-investment transaction involving the Company, the Procedures for co-investment transactions will be fully disclosed in the Company’s SEC reports.

        Annual review of Procedures

    The Company’s Board of Directors, including a majority of its “disinterested directors,” will review the Procedures at least annually to ensure that they are adequate to prevent the Company from being systematically disadvantaged as a result of the co-investment transactions.  If the Company’s Board of Directors, including a majority of its “disinterested directors,” discovers that the Procedures are not being followed or that the Procedures do not have the intended results, it will take whatever corrective measures are necessary, including revising the Procedures.

    Transaction expenses shared pro rata
    Transaction costs and expenses will be shared by the Company and other participants in any such co-investment transactions on a pro rata basis according to the amount of their participation.

    Retention of records for co-investment transactions
    The Company and Stellus Capital Management LLC will retain written records of the co-investment transactions  involving the Company for five years

 3. Comment: We refer to comment no. 4 contained in
the Letter. Please add disclosure in the Registration Statement that there is no limit on the Company’s ability to enter
derivative transactions.

Division of Investment Management

Larry Greene

Kevin Rupert

October 23, 2012

Page 4

Response

The
Company has complied with this comment. See page 31
of the Registration Statement.

 4. Comment: We refer to comment no. 36 contained
in our letter, dated August 21, 2012, to the Company and the Company’s response thereto in a letter, dated August 31, 2012,
to us. Please provide us with a representation that the final prospectus the Company will file with the SEC pursuant to Rule 497
under the Securities of Act 1933 will include an audited schedule of investments of the investments acquired by it from the D.
E. Shaw group fund.

Response

The Company represents that it will comply
with the Staff’s comment.

*        *        *        	*        *

If you have any questions or additional
comments concerning the foregoing, please contact me at (202) 383-0176 or Harry Pangas at (202) 383-0805.

    Sincerely,

    /s/ Steven B. Boehm

    Steven B. Boehm

    cc:
    Robert T. Ladd, Stellus Capital Investment Corporation

    Harry Pangas

    Stephani Hildebrandt

CORRESP
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filename1.htm

September 28, 2012

VIA E-MAIL AND EDGAR

Mr. Larry Greene

Mr. Kevin Rupert

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: Stellus Capital Investment Corporation

Registration Statement on Form N-2 (the “Registration
Statement”)

Dear Gentlemen:

On behalf of Stellus Capital Investment
Corporation (the “Company”), set forth below is the Company’s response 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 in our telephone conversations with the Staff on September 20, 2012 regarding
the Registration Statement. The Staff’s comments are set forth below and are followed by the Company’s responses.

General Comments

 1. Comment: The Staff references the Company’s response to Comment 3, and requests confirmation that the full board, i.e.,
meeting the requirements of Section 56 of the 1940 Act, reviews and approve the terms of the purchase. In addition, please disclose
the nature of the findings or conclusions by the board in connection with its review of the initial portfolio acquisition.

Division of Investment Management

Larry Greene

Kevin Rupert

September 28, 2012

Page 2

Response

The Company confirms that a majority of
the Company’s Board of Directors are persons that are not interested persons of the Company in compliance with Section 56
of the 1940 Act and that the Company’s Board of Directors, including the noninterested directors, will review and approve
the terms of the purchase of the initial portfolio.

The Company confirms that it will revise
the registration statement in a subsequent pre-effective amendment to include the nature of the findings or conclusions by the
Company’s Board of Directors in connection with its review of the initial portfolio acquisition.

 2. Comment: The Staff references the Company’s response to Comment 9 and requests further explanation as to how the statement
“Stellus Capital Management will allocate such expenses on an equitable basis, subject to oversight by our board of directors,”
is consistent with the requirements of Sections 57(a) or (d) of the 1940 Act.

Response

The Massachusetts Mutual Life Insurance
Company no-action letter (pub. avail. June 7, 2000) specifically provides for “[t]ransaction costs and expenses [to] be shared
by the participants on a pro rata basis according to the amount of their participation” and for “[a]ny transaction
fees payable to the participants of an Aggregated Transaction [to] be distributed on a pro rata basis to the participants
in amounts proportionate to their respective investments.” Stellus Capital Management intends to allocate expenses on a pro
rata basis according to the amount of participation by the participant and likewise any transaction fees payable to the participants
of a transaction will be distributed to participants on a pro rata basis. Therefore, we do not believe that the arrangement
should be subject to Sections 57(a) and (d) of the 1940 Act as it is consistent with the Massachusetts Mutual Life Insurance Company
no-action letter. The Company has revised the Registration Statement on page 7 to disclose this pro rata distribution.

 3. Comment: The Staff references the Company’s response to Comment 23 and requests that the Company further revise the Risk
Factor entitled “Our ability to sell or otherwise exit investments in which affiliates of Stellus Capital Management also
have an investment may be restricted, which may have a materially adverse impact on our ability to manage our investment portfolio”
to explain whether prohibited from exiting our positions” refers to selling to an affiliate or not selling to anyone.

Division of Investment Management

Larry Greene

Kevin Rupert

September 28, 2012

Page 3

Response

The Company has revised the Registration
Statement on page 24 to clarify that the Company would be prohibited from selling to an affiliate or selling in a joint transaction
involving an affiliate.

 4. Comment: The Staff references the Company’s response to Comment 24. If the Company plans to use derivatives, how much
may the Fund invest in derivatives, for hedging or other purposes?

Response

The Company respectfully advises the Staff
that it is unable to estimate how much it may invest in derivatives, for hedging or other purposes as any such investing will depend
on a variety of factors, including, among other factors, the size of the Company, the amount of debt the Company has outstanding
and current market interest rates. In general, the Company would look to employ derivatives in the form of interest rate hedges,
after approval by the Company’s Board of Directors (which includes a majority of the independent directors), to limit interest
rate volatility in the portfolio.

 5. Comment: The Staff references the Company’s response to Comment 34. Please provide a more complete definition of mezzanine
debt or, in the alternative, confirm that when the Company invests in mezzanine debt, it will only invest in senior unsecured loans
or subordinated loans.

Response

The Company respectfully advises the Staff
that the Company’s description of mezzanine debt on pages 63-64 of the Registration Statement describes the forms of mezzanine
debt that the Company will invest, i.e., senior unsecured loans and subordinated loans.

Accounting Comments

 6. Comment: Please advise us of how the Company will comply with the asset coverage ratio requirement contained in Section 61
of the Investment Company Act of 1940 (the “1940 Act”).

Division of Investment Management

Larry Greene

Kevin Rupert

September 28, 2012

Page 4

Response

Please be advised that the Company will
file an election to be treated as a business development company with the SEC on the same day that it enters into a firm commitment
underwriting agreement with the underwriters named in the prospectus. Pursuant to the underwriting agreement, the underwriters
will be obligated, subject to certain limited exceptions, to purchase from the Company a certain number of shares of its common
stock. The underwriters will then be obligated pursuant to the underwriting agreement to deliver the net proceeds from the sale
of such shares to the Company within three-to-four business days after entering into the underwriting agreement. The Company will
then use such proceeds to immediately repay its outstanding borrowings under the Bridge Facility, as disclosed in the Registration
Statement. As a result of the lag between the signing of the underwriting agreement and Company’s receipt of IPO proceeds,
the Company may, depending on the terms and amount of the Bridge Facility, exceed the 200% asset coverage test for a period of
approximately three days between the Company’s election to be treated as a business development company and the receipt of
IPO proceeds. However, in all circumstances, the Company will be in compliance with the 200% asset coverage test upon the consummation
of its initial public offering and purchasers receipt of their shares of the Company’s common stock. Moreover, if the Company
does not consummate its initial public offering it would withdraw its election to operate as a business development company and
because there will be no stockholders of the Company, there will be no stockholders harmed as a result of the Company exceeding
the 200% asset coverage test. For the Staff’s reference, similar transactions also took place and are described in the Registration
Statements of Patriot Capital Funding, Inc. (SEC File No. 333-124831) and MCG Capital Corporation (SEC File No. 333-64596).

 7. Comment: The Registration Statement discusses potential conflicts whereby an advisory client may hold an equity interest in
a portfolio company in which the Company holds debt. Discuss how the adviser will resolve that conflict and how the board will
monitor this and the other conflicts of interest disclosed.

Response

Investment advisory firms that advise multiple
entities, such as Stellus Capital Management, LLC (the “Advisor”), are routinely faced with the conflicts
of interest as described in the Company’s Registration Statement. The Advisor will deal with any such conflicts in a manner
consistent with its fiduciary duties. The Board of Directors of the Company, including the independent directors, will review conflicts
of interest such as those referenced by the Staff in connection with its review of the performance of our investment adviser.

Division of Investment Management

Larry Greene

Kevin Rupert

September 28, 2012

Page 5

The Company has updated the disclosure on
page 19 of the Registration Statement to indicate that the Company’s Board of Directors, including the independent directors,
reviews conflicts of interest in connection with its review of the performance of the Advisor.

 8. Comment: Please describe the pertinent details of the transaction in which the Company will acquire the initial portfolio in
a formation transaction prior to making its BDC election., including the timing of the transaction, the calculation of the purchase
price as compared to the fair value of the portfolio and how the financial aspects of the transaction will be presented in the
Registration Statement.

Response

As disclosed in the Registration Statement,
the Company intends to acquire the initial portfolio from the D. E. Shaw group for a combination of cash and stock.
The Company has engaged an independent third-party valuation firm to assist in its determination of the acquisition price of the
initial portfolio, which will be approved by the Company’s Board of Directors (which includes a majority of independent directors).

The Registration Statement, prior to being
declared effective by the SEC, will include audited financial statements for the period ended September 30, 2012. Within the audited
financial statements, the Company intends to include a “Subsequent Event” footnote that will describe the agreement
entered into with the D. E. Shaw group to purchase the initial portfolio that will include a schedule of investments
to be acquired by the Company with the purchase price of each portfolio company. The Company has engaged an independent third-party
valuation firm to provide it with positive assurance that the purchase price for each investment in the initial portfolio reasonably
represents the fair value thereof. The Board of Directors (which includes a majority of independent directors) of the Company will
also approve such purchase prices as well as the terms of the acquisition agreement. In addition, at the time the Company enters
into the asset purchase agreement to acquire the initial portfolio, immediately prior to the acquisition of the initial portfolio
the third-party valuation firm will provide the Company with a “bring down” from the independent third-party valuation
firm indicating that there has not been any material change in the fair value of the portfolio.

The Registration Statement will also include
a Capitalization table under the heading “Capitalization” that will include the capitalization of the Company and the
net asset value per share of the Company (a) on an actual basis as of September 30, 2012; (b) on a pro forma basis giving effect
to (i) the private placement by the Company, (ii) the acquisition of the initial portfolio, and (iii) the Company’s draw
down under its Bridge Facility; and (c) on a pro forma, as-adjusted, basis to give effect to (i) the net proceeds of the Company’s
initial public offering, (ii) the repayment in full of the Bridge Facility, and (iii) the Company’s draw down under the Credit
Facility in connection with the repayment of the Bridge Facility.

Division of Investment Management

Larry Greene

Kevin Rupert

September 28, 2012

Page 6

We believe that this disclosure will adequately
apprise investors of the net asset value of the Company at important times.

 9. Comment: The Registration Statement discloses that “fair value is the purchase price of [the] initial portfolio as allocated
among each of the loans.” Please explain what this statement means.

Response

The Company has revised the Registration
Statement to remove this reference.

*        *        *        *        *

Division of Investment Management

Larry Greene

Kevin Rupert

September 28, 2012

Page 7

If you have any questions or additional
comments concerning the foregoing, please contact me at (202) 383-0176 or Harry Pangas at (202) 383-0805.

    Sincerely,

    /s/ Steven B. Boehm

    Steven B. Boehm

 cc: Robert T. Ladd, Stellus Capital Investment Corporation

Harry Pangas

Stephani Hildebrandt