UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549Form N-23c-3 Notification of Repurchase Offer Pursuant to Rule 23c-3 [17 CFR 270.23c-3] [][][] 9.0 OMB APPROVAL OMB Number: 3235-0422Expires:Estimated average burden hours per response. . . . . 9.0 1.Investment Company Act File Number811-DateofNotification2.Exact name of investment company as specified in registration statement:3.Address of principal executive office: (number, street, city, state, zip code)4.Check one of the following:A.The notification pertains to a periodic repurchase offer under paragraph (b) of Rule 23c-3.B.The notification pertains to a discretionary repurchase offer under paragraph (c) of Rule 23c-3.C.The notification pertains to a periodic repurchase offer under paragraph (b) of Rule 23c-3 and adiscretionary repurchase offer under paragraph (c) of Rule 23c-3.By: (Name) (Title)INSTRUCTIONS1.This Form must be completed by registered closed-end investment companies or business development companiesthat make repurchase offers pursuant to Rule 23c-3. The Form shall be attached to a notification to shareholders underparagraph (b)(4) of Rule 23c-3.2.Submissions using this Form shall be filed in triplicate with the Commission within three business days after anotification is sent to shareholders. One copy shall be manually signed; the other copies may have facsimile or typedsignatures.SEC222S 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 displaysa currently valid control number. Filing of this Form is mandatory. The principal purpose of this collection of information is to ensure that investment companies provide basic information necessary for the Commission to process filed notifications to shareholders and to monitor companies222 use of repurchase offers. 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 this burden. Thiscollection of information has been reviewed by the Office of Management and Budget in accordance with the clearance requirements of 44 U.S.C. 247 3507. The responses to the collection of information will not be kept confidential. American LegalNet, Inc. www.FormsWorkFlow.com