UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM N-54A

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)

SEC1937 (10-03) Persons who respond to the collection of information contained in this form are 

not required to respond unless the form displays a currently valid OMB control number.

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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 conductor 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.