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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
The undersigned business development company hereby notifies the
Securities and Exchange Commission that it withdraws its election to be
subject to sections 55 through 65 of the Investment Company Act of 1940 (the
"Act") , pursuant to the provisions of section 54(c) of the Act, and in
connection with such notice of withdrawal of election submits the following
information:
Name: Rockies Fund, Inc.
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Address of Principal Business Office (No. & Street, City, State, Zip Code):
5373 North Union Blvd., Suite 100, Colorado Springs, CO 80918
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Telephone Number (including area code): (719) 590-4900
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File Number under the Securities and Exchange Act of 1934: 814-22
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The undersigned business development company hereby states that the basis
for filing the notification of withdrawal is that (i) the Company has fewer
than 100 securityholders for purposes of Section 3(c)(1) of the Act (ii) the
Company is not making and does not presently propose to make a public offering
of its securities (iii) the shareholders of the Company approved the filing of
this Notification at the Company's Annual Meeting of Shareholders on December
7, 1999 and (iv) concurrently herewith, the Company is filing with the
Securities and Exchange Commission its Notice of Termination of Registration
under Section 12(g) of the Securities Exchange Act of 1934 on Form 15.
SIGNATURE
Pursuant to the requirements of the Act, the undersigned company has
caused this notification of withdrawal of election to be subject to sections
55 through 65 of the Act to be duly signed on its behalf in the City of
Colorado Springs and State of Colorado on the 13th day of December, 1999.
[SEAL] ROCKIES FUND, INC.
By: /s/ Stephen G. Calandrella
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Stephen G. Calandrella, President
