Form N2 (United States Securities And Exchange Commission) Page 4
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41GENERAL INSTRUCTIONS
A. Use of Form N-2
Form N-2 shall be used by all closed-end management investment companies, except small business investment companies licensed
as such by the United States Small Business Administration, for filing: (1) an initial registration statement under Section 8(b) of the
Investment Company Act of 1940 (the “1940 Act”) [15 U.S.C. 80a-8(b)] and any amendment to it; (2) a registration statement under
the Securities Act of 1933 (the “1933 Act”) [15 U.S.C. 77a et seq.] and any amendment to it; or (3) any combination of these filings.
B. Registration Fees
Section 6(b) of the 1933 Act [15 U.S.C. 77f(b)] and Rule 457 thereunder [17 CFR 230.457] set forth the fee requirements under the
1933 Act.
C. Number of Copies
Filings of registration statements on Form N-2 shall contain the number of copies specified in Rule 402 under the 1933 Act [17 CFR
230.402], except that seven additional copies of the registration statement shall be furnished to the Commission instead of the ten
additional copies required by Rule 402(b) [17 CFR 230.402(b)].
Filings of amendments on Form N-2 shall contain the number of copies specified in Rule 472 under the 1933 Act [17 CFR 230.472],
except that there shall be filed with the Commission three additional copies of such amendment, two of which shall be marked to
indicate clearly and precisely, by underlining or in some other appropriate manner, the changes made in the registration statement by
the amendment, instead of the eight additional copies with at least five marked as required by Rule 472(a) [17 CFR 230.472(a)].
D. Application of General Rules and Regulations
If the registration statement is being filed under both Acts or under only the 1933 Act, the General Rules and Regulations under the
1933 Act, particularly Regulation C [17 CFR 230.400 through 497], shall apply. If the registration statement is being filed under only
the 1940 Act, the General Rules and Regulations under the 1940 Act, particularly Regulation 8(b) [17 CFR 270.8b-1 et seq.], shall
apply.
E. Amendments
1. Paragraph (a) of Rule 8b-16 under the 1940 Act [17 CFR 270.8b-16] requires closed-end management investment companies to
annually amend the 1940 Act registration statement. Paragraph (b) of Rule 8b-16 exempts a closed-end management investment
company from this requirement if it provides certain information specified by that rule to shareholders in its annual report.
2. If Form N-2 is used to file a registration statement under both the 1933 and 1940 Acts, any amendment of that registration
statement shall be deemed to be filed under both Acts unless otherwise indicated on the facing sheet.
3. Registrants offering securities on a delayed or continuous basis in reliance upon Rule 415 under the 1933 Act [17 CFR 230.415]
must provide the undertaking with respect to post-effective amendments required by Item 34.4.
4. Apost-effective amendment to a registration statement on this Form, or a registration statement filed for the purpose of registering
additional shares of common stock for which a registration statement filed on this Form is effective, filed on behalf of a Registrant
which makes periodic repurchase offers pursuant to Rule 23c-3 under the Investment Company Act [17 CFR 270.23c-3] may
become effective automatically in accordance with Rule 486 under the Securities Act [17 CFR 230.486]. In accordance with Rule
429 under the Securities Act [17 CFR 230.429], a Registrant filing a new registration statement for the purpose of registering
additional shares of common stock may use a prospectus with respect to the additional shares also in connection with the shares
covered by earlier registration statements if such prospectus includes all of the information which would currently be required in a
prospectus relating to the securities covered by the earlier statements. The filing fee required by the Act and Rule 457 under the
Securities Act [17 CFR 230.457] shall be paid with respect to the additional shares only.
F. Incorporation by Reference
Incorporation by reference permits a Registrant to include documents and exhibits filed previously with the Commission as part of the
registration statement by making reference to where, and under what designation, these documents can be found in previous filings. A
Registrant may incorporate all or part of the Statement of Additional Information (the “SAI”) into the prospectus delivered to investors
without physically delivering the SAI with the prospectus, so long as the SAI is available to investors upon request at no charge and any
information or documents incorporated by reference into the SAI are provided along with the SAI, except to the extent provided by
paragraph F.3 below.
Rule 411 under the 1933 Act [17 CFR 230.411] and Rules 0-4, 8b-23, 8b-24, and 8b-32 under the 1940 Act [17 CFR 270.0-4, 270.8b- 23,
270.8b-24, and 270.8b-32] provide guidance on incorporating information or documents by reference into a registration statement. In
general, a Registrant may incorporate by reference, in response to any item of Form N-2 not required to be included in the prospectus, any
information contained elsewhere in the registration statement or in other statements, applications, or reports filed with the Commission.
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SEC 1716 (4/15)
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