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Form N-5 Registration Statement Of Small Business Investment Company Under The Securities Act Of 1933 (SEC2125) Form. This is a Official Federal Forms form and can be use in Securities And Exchange Commission.
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-5 REGISTRATION STATEMENT OF SMALL BUSINESS INVESTMENT COMPANY UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940 * (Exact name of registrant as specified in charter) (Address of principal executive offices) (Name and address of agent for service) Approximate date of commencement of proposed sale of the securities to the public CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933 Title of Proposed Proposed securities being Amount being maximum offering price maximum aggregate Amount of registration registere d registere d p er uni t offering price fee * If the registration statement is to be filed under only one of the Acts, reference to the other Act should be omitted from the facing sheet of the registration statement. If the registration statement is to be filed only under the Investment Company Act of 1940, the 223approximate date of commencement of proposed sale of the securities to the public224 and the table showing the calculation of the registration fee under the Securities Act of 1933, should be omitted. Persons who to 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. You may not send a completed printout of this form to the SEC to satisfy a filing obligation. You can only satisfy an SEC filing obligation by submitting the information required by this form to the SEC in electronic format online at https://www.edgarfiling.sec.gov. NOTE: This version of Form N-5 includes certain amendments that the Commission recently adopted, as indicated in bracketed text throughout this document. More information about these amendments222 compliance dates may be found in the Commission releases cited in the bracketed text. SEC 0993 (5-19) OMB APPROVAL OMB Number: 3235-0169 Expires: April 30, 2022 Estimated average burden hours p er res p onse ........................... 117 American LegalNet, Inc. www.FormsWorkFlow.com 2 GENERAL INSTRUCTIONS A. Rule as to Use of Form N-5 Form N-5 is to be used for registration under the Securities Act of 1933 of securities issued by any small business investment company which is registered under the Investment Company Act of 1940 and for the registration statement of such company pursuant to section 8(b) of the Investment Company Act of 1940. The initial registration statement of a company on this form will be deemed to be filed under both the Securities Act of 1933 and the Investment Company Act of 1940, unless it is indicated that the filing is made only for the purpose of one of such Acts. As used in this paragraph, the term 223small business investment company224 means any company which is licensed as a small business investment company under the Small Business Investment Act of 1958 or which has received the preliminary approval of the Small Business Administration and has been notified by the Administration that it may submit a license application. B. Registration Fee. Section 6(b) of the Securities Act of 1933 requires that at the time of filing a registration statement under that Act, there shall be paid to the Commission a fee of 1150 of 1 per centum of the maximum aggregate price at which the securities to be registered are proposed to be offered. The minimum fee payable is $100.00. Rule 457 prescribes the manner in which the fee is to be computed in various cases. No fee is required to be paid in connection with registration under the Investment Company Act of 1940. C. Application of General Rules and Regulations. If the registration is to be filed under both Acts or only under the Securities Act of 1933, the General Rules and Regulations under the latter Act, particularly those comprising Regulation C, shall apply and compliance therewith will be deemed compliance with the corresponding rules pertaining to registration under the Investment Company Act of 1940. However, if the registration is to be filed only under the Investment Company Act of 1940, the General Rules and Regulations under that Act, particularly those comprising Regulation 8B, shall apply. D. Documents Comprising Registration Statement (a) A registration statement which is to be filed under both the Securities Act of 1933 and the Investment Company Act of 1940 shall consist of the facing sheet of the form, Part I, Part II (the prospectus), Part III, the required signatures, consents of experts and exhibits and any other information, undertaking or document which is required or which the registrant may file as a part of the registration statement. (b) A registration statement which is to be filed only under the Securities Act of 1933 shall contain the information and documents specified in paragraph (a), but may omit Part I except insofar as the information called for by Part I is required to be included in the prospectus required by Part II. (c) If the registration statement is to be filed only under the Investment Company Act of 1940, it shall consist of the facing sheet of the form, Part I, Item 35 of Part III, and all of the exhibits called for by the exhibit instructions, except those called for by Instructions 10 and 11. All other information and documents specified in paragraph (a) may be omitted from a registration statement filed only under the Investment Company Act of 1940. E. Preparation of Part I. Part I of the registration statement shall contain the numbers and captions of the items in Part I of the form, but the text of the items may be omitted provided the answers are so prepared as to indicate to the reader the coverage of the items without the necessity of referring to the text of the items or the instructions thereto. To the extent that the information required by any item, other than Items 2 and 3 of Part I, is disclosed in the prospectus required as Part II, reference may be made to the specific page or caption of the prospectus which contains such information in lieu of furnishing such information in Part I. F. Preparation of Part II (Prospectus). (a) The purpose of the prospectus is to inform investors. Hence, the information set forth in the prospectus should be presented in clear, concise, understandable fashion. Avoid unnecessary and irrelevant details, repetition or the use of unnecessary technical language. The prospectus shall contain the information called for by all of the items of Part II of the form, except that no reference need be made to inapplicable items, and negative answers to any item may be omitted. American LegalNet, Inc. www.FormsWorkFlow.com 3 (b) Unless clearly indicated otherwise, information set forth in any part of the prospectus need not be duplicated elsewhere in the prospectus. Where it is deemed necessary or desirable to call attention to such information in more than one part of the prospectus, this may be accomplished by appropriate cross reference. In lieu of restating information in the form of notes to the financial statements, references should be made to other parts of the prospectus where such information is set forth. G. Preparation of Part III. Part III of the registration statement shall be prepared in the same manner as Part I. If the information required by any item of Part III is completely disclosed in the prospectus, reference may be made to the specific page or caption of the prospectus which contains such information in lieu of furnishing such information in Part III. PART I. INFORMATION REQUIRED IN REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Item 1. Organization and Business. (a) Give the date of incorporation of the registrant and the name of the state or other authority under which it was incorporated. (b) State whether the registrant proposes to operate as a diversified or non-diversified closed-end investment company. Instruction: The registrant may reserve freedom of action to change from a non-diversified to a diversified investment company. (c) Describe the business done and intended to be done by the registrant, including the type or types of businesses to which loans are to be made, the kind of loans to be made to such bus