E8-24239. Proposed Collection; Comment Request

Upon Written Request, Copy Available From: Securities and Exchange Commission, Office of Investor Education and Advocacy, Washington, DC 20549-0213.

Extension:

Form N-54A; SEC File No. 270-182; OMB Control No. 3235-0237.

Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (the “Commission”) is soliciting comments on the collection of information summarized below. The Commission plans to submit this existing collection of information to the Office of Management and Budget for extension and approval.

• Form N-54A (17 CFR 274.53) under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.) (the “Act”); Notification of Election to be Subject to Sections 55 through 65 of the Investment Company Act of 1940 (15 U.S.C. 80a-54 through 64) Filed Pursuant to Section 54(a) of the Act (15 U.S.C. 80a-53(a)).

Form N-54A is a notification to the Commission of election to be regulated as a business development company. A company making such an election only has to file a Form N-54A once.

It is estimated that approximately 6 respondents per year file with the Commission a Form N-54A. Form N-54A requires approximately 0.5 burden hours per response resulting from creating and filing the information required by the Form. The total burden hours for Form N-54A would be 3.0 hours per year in the aggregate. The estimated annual burden of 3.0 hours represents a decrease of 20.0 hours over the prior estimate of 23.0 hours. The decrease in burden hours is attributable to a decrease in the number of respondents from 46 to 6.

The estimate of average burden hours for Form N-54A is made solely for the purposes of the PRA and is not derived from a comprehensive or even representative survey or study of the costs of Commission rules and forms.

Written comments are invited on: (a) Whether the proposed collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility; (b) the accuracy of the agency's estimate of the burden of the collection of information; (c) ways to enhance the quality, utility, and clarity of the information collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing within 60 days of this publication.

Please direct your written comments to Lewis W. Walker, Acting Director/CIO, Securities and Exchange Commission, C/O Shirley Martinson, 6432 General Green Way, Alexandria, VA 22312; or send an e-mail to: [e-mail].

Dated: October 6, 2008.

Florence E. Harmon,

Acting Secretary.