UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-54C NOTIFICATION OF WITHDRAWAL OF ELECTION TO BE SUBJECT TO SECTIONS 55 THROUGH 65 OF THE INVESTMENT COMPANY ACT OF 1940 FILED PURSUANT TO SECTION 54(c) OF THE INVESTMENT COMPANY ACT OF 1940 - þ OMB APPROVAL OMB Number: 3235-0236 hours per response . . . . . . . 1.00 Expires: , 20 Estimated average burden SEC1938 (3-01) 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. American LegalNet, Inc. www.FormsWorkFlow.com þ SIGNATURE and the state of on the day of þ þ þ þ þ þþ þ INSTRUCTIONS FOR FORM N-54C/ þ þ þ þ þ þ þ þ þ enSEC222s Collection of InformationenAn agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a encurrently valid control number. Section 54(c) of the Investment Company Act of 1940 (2231940 Act224) provides that companies, which enhave notified the Commission of their election to be regulated as business development companies under the 1940 Act, may withdraw entheir election by filing a notice of withdrawal of election with the Commission. Section 54(c) also authorizes the Commission to enprescribe a form for purposes of this notice of withdrawal of election. Pursuant to that authority, the Commission adopted Form enN-54C, the filing of which is mandatory by companies that wish to withdraw their election to be regulated as business development encompanies under the 1940 Act. The Commission adopted Form N-54C to provide a uniform notification system of withdrawals of enelection. The information collected on Form N-54C is publicly available. Any member of the public may direct to the Commission enany comments concerning the accuracy of the burden estimate of this Form and any suggestions for reducing the burden of the enForm. This collection of information has been reviewed by the Office of Management and Budget in accordance with the clearance enrequirements of 44 U.S.C. 247 3507. American LegalNet, Inc. www.FormsWorkFlow.com