Form SEC1937 Form N-54a

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-54A

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NOTIFICATION OF ELECTION TO BE SUBJECT TO SECTIONS 55

THROUGH 65 OF THE INVESTMENT COMPANY ACT OF 1940 FILED

PURSUANT TO SECTION 54(a) OF THE ACT

The undersigned business development company hereby notifies the Securities and Exchange Commission that it elects,

pursuant to the provisions of section 54(a) of the Investment Company Act of 1940 (the “Act”), to be subject to the

provisions of sections 55 through 65 of the Act and, in connection with such notification of election, submits the following

information:

Name:

Address of Principal Business Office (No. & Street, City, State, Zip Code):

Telephone Number (including area code):

Name and address of agent for service of process:

Check one of the following:
[ ] The company has filed a registration statement for a class of equity securities pursuant to section 12 of the Securities
Exchange Act of 1934. Give the file number of the registration statement or, if the file number is unknown or has not
yet been assigned, give the date on which the registration statement was filed:
_____________________________________________________________________
[ ] The company is relying on rule 12g-2 under the Securities Exchange Act of 1934 in lieu of filing a registration statement
for a class of equity securities under that Act.
The file number of the registration as an investment company pursuant to section 8(a) of the Act, if any, of the company:
_____________________________________________
The file number of the registration as an investment company pursuant to section 8(a) of the Act, if any, of any subsidiary
of the company: ______________________________
The undersigned company certifies that it is a closed-end company organized under the laws of ___________ (state) and with
its principal place of business in ___________ (state); that it will be operated for the purpose of making investments in
securities described in section 55(a)(1) through (3) of the Investment Company Act of 1940; and that it will make available
significant managerial assistance with respect to issuers of such securities to the extent required by the Act.
Pursuant to the requirements of the Act, the undersigned company has caused this notification of election to be subject
to sections 55 through 65 of the Investment Company Act of 1940 to be duly signed on its behalf in the city
of___________________________ and state of ___________ on the _____day of____________, 20___.
[SEAL]

Signature
(Name of Company)
By
(Name of director, officer, or general partner
signing on behalf of the company)
Title

Attest: __________________________________
(Name)
__________________________________
(Title)
SEC 1937 (10-03)

Persons who respond to the collection of information contained
in this form are not required to respond unless the form displays
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INSTRUCTIONS FOR FORM N-54A

Read instructions carefully before preparing the notification of election. A notification of election may be returned as not
acceptable for filing unless it is prepared, executed, and filed substantially in accordance with these instructions. This form
is not to be used as a blank form to be filled in, but only as a guide in the preparation of a notification of election. The form
should be filed on paper 8 1/2 x 11 inches in size.
(a) This form shall be used as the notification of election to be subject to sections 55 through 65 of the Act filed
with the Commission pursuant to section 54(a) of the Act.
(b) Signature.
An original and seven copies of each notification of election shall be filed. The seven copies of the notification of
election may have facsimile or typed signatures. If the company is a business development company having a board of
directors, the original notification of election shall be signed on behalf of the company by a director, officer, or trustee.
If the company is a partnership, the original notification shall be signed by a general partner.
(c) Filing.
The notification of election and all inquiries and communications with respect thereto shall be forwarded to the
Securities and Exchange Commission, Washington, D.C. 20549.
(d) Fee.
There is no fee charged for filing the notification of election.
(e) Rule 12g-2.
Only companies with a class of equity securities that would have been required to be registered pursuant to section
12(g)(1) of the Securities Exchange Act of 1934 except for the exemption from registration under section 12(g)(2)(B), and
that is held of record by at least 300 persons, may rely on rule 12g-2. All other companies must register a class of equity
securities under section 12 of the Securities Exchange Act of 1934 before or simultaneously with the filing of this
notification of election.
(f) Name.
In selecting a name a company should consider the following: (a) section 35(d) of the Act; (b) the current list of
companies registered under the Act (in order to ascertain if the name is similar to that of any existing company); and (c)
its corporate policies.
(g) SEC’s Collection of Information.
An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless
it displays a currently valid control number. Filing of this Form is mandatory. The principal purpose of this collection of
information is to notify the Commission that the undersigned business development company elects to be subject to the
provisions of sections 55 through 65 of the Act. The commission estimates that the burden for completing the Form will
be approximately 0.5 hours per filing. Any person may direct to the Commission any comments concerning the accuracy
of the burden estimate of this Form and any suggestions for reducing this burden. This collection of information has been
reviewed by the Office of Management and Budget in accordance with the clearance requirements of 44 U.S.C. § 3507.
The responses to the collection of information will not be kept confidential.