Form of signature:
Pursuant to the requirements of the Act, the undersigned company has caused this notication of withdrawal of election to be
subject to sections 55 through 65 of the Act to be duly signed on its behalf in the city of and the state of
on the day of , 20 .
(Name of Company)
(Name of director, ofcer or general partner
signing on behalf of the company)
INSTRUCTIONS FOR FORM N-54C
Read instructions carefully before preparing this notication. It may be returned as not acceptable for ling unless it is prepared,
executed, and led substantially in accordance with these instructions. This form is not to be used as a blank form to be lled in, but only
as a guide for the preparation of a notication of withdrawal. The form should be led on paper 8
x 11 inches in size.
(a) This form shall be used pursuant to section 54(c) of the Act to notify the Commission of the company’s withdrawal of its
notication of election to be subject to sections 55 through 65 of the Act. Such withdrawal will be effective immediately upon
receipt by the Commission. Companies ling this notication should be aware that it is only a withdrawal from the regulatory
system applicable to business development companies, described in sections 55 through 65 of the Act. A company which les this
notication may be subject to sections 1 through 53 of the Act unless it qualies for another exemption from those sections.
An original and three copies of the notication of withdrawal of election shall be led. The three copies may have facsimile or
typed signatures. If the company is a business development company having a board of directors, the original notication of
withdrawal of election shall be signed on behalf of the company by a director, ofcer, or trustee. If the company is a partnership,
the original notice shall be signed by a general partner.
The notication of withdrawal of election and all inquiries and communication with respect thereto shall be forwarded to the
Securities and Exchange Commission, Washington, D.C. 20549.
There is no fee charged for ling the notication of withdrawal of election.
(e) Incorporation by Reference.
A company may incorporate by reference any information previously led in a current report on Form 8-K under the Securities
Exchange Act of 1934 by so stating and giving the date on which the Form 8-K was led.
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. Section 54(c) of the Investment Company Act of 1940 (“1940 Act”) provides that companies, which
have notified the Commission of their election to be regulated as business development companies under the 1940 Act, may withdraw
their election by filing a notice of withdrawal of election with the Commission. Section 54(c) also authorizes the Commission to
prescribe a form for purposes of this notice of withdrawal of election. Pursuant to that authority, the Commission adopted Form
N-54C, the filing of which is mandatory by companies that wish to withdraw their election to be regulated as business development
companies under the 1940 Act. The Commission adopted Form N-54C to provide a uniform notification system of withdrawals of
election. The information collected on Form N-54C is publicly available. Any member of the public may direct to the Commission
any comments concerning the accuracy of the burden estimate of this Form and any suggestions for reducing the burden of the
Form. 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.