Exhibit (n)(1)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
have issued our reports dated May 11, 2007, accompanying the combined financial
statements of Main Street Mezzanine Fund, LP and Main Street
Mezzanine Management, LLC and schedule of the Senior
Securities of Main Street Mezzanine Fund, LP contained in the Registration Statement and
Prospectus. We consent to the use of the aforementioned reports in the Registration Statement and
Prospectus and consent to the use of our name as it appears under the caption “Independent Registered
Public Accounting Firm.”
/s/ GRANT THORNTON LLP
Houston,
Texas