SEC Info - 504 Fund, et al. - ‘486BPOS’ on 4/1/15

PART C

OTHER INFORMATION

Item 25. Financial Statements and Exhibits

(1)

Financial Statements

Part A: The financial highlights of the Registrant for the fiscal period ended June 30, 2014 are included in Part A of this registration statement in the section entitled “Financial Highlights.”

Part B: The Registrant’s audited financial statements for the fiscal period ended June 30, 2014 in the Registrant’s 2014 Annual Report, filed electronically with the Securities and Exchange Commission pursuant to Section 30(b)(2) of the Investment Company Act of 1940, as amended, are incorporated by reference into Part B of this registration statement.

(2)

Exhibits

(a)(i)

Amended and Restated Certificate of Trust effective October 31, 2014⁽⁵⁾

(a)(ii)

Amended and Restated Agreement and Declaration of Trust effective March 1, 2015 – filed herewith

(b)

Amended and Restated Bylaws effective October 31, 2014⁽⁵⁾

(c)

Voting Trust Agreement – not applicable

(d)

Instruments Defining Rights of Shareholders – none other than the Declaration of Trust and By-laws.

(e)

Distribution Reinvestment Plan⁽²⁾

(f)

Not applicable

(g)

Investment Advisory Agreementeffective April 1, 2015 – filed herewith

(h)(i)

Distribution Agreement⁽⁴⁾

(h)(ii)

Distribution Services Agreement⁽⁴⁾

(h)(iii)

Form of Wholesaling Agreement⁽⁴⁾

(i)

Bonus or Profit Sharing – not applicable

(j)

Custody Agreement⁽²⁾

(k)

Other Material Contracts:

(i)

Administration, Fund Accounting and Transfer Agent Agreement⁽²⁾

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(ii)

Escrow Agreement⁽²⁾

(iii)

Operating Expenses Limitation Agreement– filed herewith

(iv)

Compliance Consulting Agreement – filed herewith

(v)

Powers of Attorney – filed herewith

(l)

(i) Opinion and Consent of Godfrey & Kahn, S.C.⁽³⁾

(ii) Consent of Godfrey & Kahn, S.C. – filed herewith

(m)

Not applicable.

(n)

Consent of Independent Registered Public Accounting Firm – not applicable

(o)

Omitted Financial Statements – not applicable

(p)

Initial Subscription Agreement⁽²⁾

(q)

Not applicable

(r)

Code of Ethics:

(i)

Registrant Code of Ethics⁽¹⁾

(ii)

Adviser Code of Ethics– filed herewith

⁽¹⁾

Incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (1933 Act File No. 333-190432) as filed with the Commission on October 4, 2013.

⁽²⁾

Incorporated by reference to Registrant’s Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 (1933 Act File No. 333-190432) as filed with the Commission on November 21, 2013.

⁽³⁾

Incorporated by reference to Registrant’s Pre-Effective Amendment No. 4 to the Registration Statement on Form N-2 (1933 Act File No. 333-190432) as filed with the Commission on November 26, 2013.

⁽⁴⁾

Incorporated by reference to Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (1933 Act File No. 333-190432) as filed with the Commission on May 22, 2014.

⁽⁵⁾

Incorporated by reference to Registrant’s Post-Effective Amendment No. 4 to the Registration Statement on Form N-2 (1933 Act File No. 333-190432) as filed with the Commission on October 31, 2014.

Item 26. Marketing Arrangements.

The information contained under the heading “Plan of Distribution” in this Registration Statement is incorporated by reference.

Item 27. Other Expenses of Issuance and Distribution.

SEC registration fee	$	0
FINRA filing fee	$	0
Printing and mailing expenses	$	5,000
Blue sky filing fees and expenses	$	23,500
Legal fees and expenses	$	170,000
Accounting fees and expenses	$	41,000
Transfer agent fees	$	0
Advertising and sales literature	$	0
Miscellaneous	$	5,000
Total	$	244,500

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Item 28. Persons Controlled by or Under Common Control.

The information in the Statement of Additional Information “Control Persons and Principal Shareholders” and “Trustees and Officers of the Fund” is incorporated by reference.

Item 29. Numbers of Holders of Securities.

The following table sets forth the number of record holders of the Registrant’s common stock as of March 27, 2015:

Title of Class	Number of Record Holders
Common Shares of Beneficial Interest	5

Item 30. Indemnification.

Reference is made to Article VII of the Registrant’s Amended and Restated Agreement and Declaration of Trust (the “Declaration of Trust”) and Article VI of the Registrant’s Amended and Restated Bylaws (the “Bylaws”). Article VII, Section 2 of the Declaration of Trust provides that the Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, investment adviser or principal underwriter of the Registrant, nor for the act or omission of any other Trustee, and, subject to the provisions of the Bylaws, the Registrant out of its assets may indemnify and hold harmless each and every Trustee and officer of the Registrant from and against any and all claims, demands, costs, losses, expenses and damages whatsoever arising out of or related to such Trustee’s or officer’s performance of his or her duties as a Trustee or officer of the Registrant; provided that nothing therein contained shall indemnify, hold harmless or protect any Trustee or officer from or against any liability to the Registrant or any Shareholder to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

Article VI, Section 2 of the Bylaws provides generally that the Registrant shall indemnify any Trustee or officer of the Registrant who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Registrant) by reason of the fact that such person is or was a Trustee or officer of the Registrant, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if it is determined that such person acted in good faith and reasonably believed: (a) in the case of conduct in his official capacity as an agent of the Registrant, that his conduct was in the Registrant’s best interests; (b) in all other cases, that his conduct was at least not opposed to the Registrant’s best interests; and (c) in the case of a criminal proceeding, that he had no reasonable cause to believe the conduct of that person was unlawful.

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Pursuant to Rule 484 under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant furnishes the following undertaking: “Insofar as indemnification for liability arising under the Securities Act may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission (“SEC”) such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.”

Item 31. Business and Other Connections of Investment Adviser.

504 Fund Advisors, LLC (the “Adviser”) serves as the investment adviser to The 504 Fund. The Adviser’s principal office is located at 1741 Tiburon Drive, Wilmington, North Carolina 28403. The Adviser is an SEC-registered investment adviser under the Investment Advisers Act of 1940, as amended. Additional information about the Adviser and its directors and executive officers is incorporated by reference to the Statement of Additional Information incorporated herein and Part 1A of the Adviser’s Uniform Application for Investment Adviser Registration on Form ADV, as filed with the SEC. The managers, members and officers of the Adviser have not been engaged with any other business, profession, vocation or employment of a substantial nature within the last two fiscal years for their own account or in the capacity of director, officer, employee, partner, or trustee, except as described herein.

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Name and Position with Adviser	Name of Other Company	Position with Other Company
Mark A. Elste	Pennant Management, Inc.	Chief Executive Officer
Chief Executive Officer and Member	U.S. Fiduciary Services, Inc.	Senior Executive Vice President, Chief Operating Officer and Director
	GreatBanc Trust Company	Director
	USF Affiliate Services, Inc.	Director
	Waretech, Inc.	Director
	CIB Marine Bancshares, Inc.	Director
Jordan M. Blanchard	Government Loan Solutions, Inc.	Managing Director of 504 Secondary Markets
Chief Operating Officer
Robert O. Judge	Government Loan Solutions, Inc.	Chief Executive Officer and Co-Founder
Chief Investment Officer
Constantine Andrew Pelos	Oyster Consulting, LLC	Senior Consultant
Chief Compliance Officer and AML Officer
James S. Mahan, III	Live Oak Bancshares, Inc.	Chairman and Chief Executive Officer
Manager	Live Oak Bank	Chairman and Chief Executive Officer
William L. Williams, III	Live Oak Bancshares, Inc.	Vice Chairman and Executive Vice President
Manager	Live Oak Bank	Vice Chairman and Executive Vice President
David G. Lucht	Live Oak Bank	Chief Risk Officer
Manager

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Item 32. Location of Accounts and Records.

The books and records required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended (the “1940 Act”), are maintained at the following locations:

Records Relating to:	Are Located At:
Registrant’s Investment Adviser	504 Fund Advisors, LLC 1741 Tiburon Drive Wilmington, North Carolina 28403
Registrant’s Fund Administrator, Fund Accountant and Transfer Agent	UMB Fund Services, Inc. 235 West Galena Street Milwaukee, WI 53212
Registrant’s Custodian and Escrow Agent	UMB Bank, n.a. 928 Grand Boulevard Kansas City, MO 64106
Registrant’s Distributor	Foreside Fund Services, LLC Three Canal Plaza, Suite 100 Portland, ME 04101
Registrant’s Loan Servicing Agent	Cortland Capital Market Services 225 West Washington Street 21^st Floor Chicago, IL 60606

Item 33. Management Services.

Not applicable.

Item 34. Undertakings.

(1)	The Registrant hereby undertakes to suspend the offering of the shares of common stock covered hereby until it amends its prospectus contained herein if:

(a)

subsequent to the effective date of this registration statement, the net asset value declines more than ten percent from its net asset value as of the effective date of this registration statement, or

(b)

the net asset value increases to an amount greater than its net proceeds as stated in the prospectus contained herein.

(2)	Not applicable.

(3)	Not applicable.

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(4)	The Registrant undertakes:

(a)

to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(b)

that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof; and

(c)

to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d)

that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the Registrant is subject to Rule 430C under the Securities Act of 1933; each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the Securities Act of 1933 as part of a registration statement relating to an offering, other than prospectuses filed in reliance on Rule 430A under the Securities Act of 1933, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(e)

that for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities, the Registrant undertakes that in a primary offering of securities of the Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:

(i)

any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 497 under the Securities Act of 1933;

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(ii)

the portion of any advertisement pursuant to Rule 482 under the Securities Act of 1933 relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and

(iii)

any other communication that is an offer in the offering made by the Registrant to the purchaser.

(5)	Not applicable.

(6)	The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, its Statement of Additional Information.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment No. 5 to its Registration Statement under Rule 486(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 5 to its Registration Statement on Form N‑2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee and the State of Wisconsin on the 1st day of April, 2015.

	THE 504 FUND
	(Registrant)

	By:	/s/ *Mark A. Elste*
		Mark A. Elste
		President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer and Trustee

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 5 to its Registration Statement on Form N-2 has been signed below on April 1, 2015 by the following persons in the capacities indicated.

Signature		Title

/s/ *Mark A. Elste*		President, Principal Executive
Mark A. Elste		Officer, Principal Accounting Officer, Principal Financial Officer and Trustee

*		Trustee
Cornelius J. Lavelle

*		Trustee
J. Clay Singleton

*		Trustee
George Stelljes III

* By:	/s/ *Mark A. Elste*
	Mark A. Elste Attorney in fact pursuant to Power of Attorney filed herewith.

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EXHIBIT INDEX

Exhibit Number	Description
(2)(a)(ii)	Amended and Restated Agreement and Declaration of Trust effective March 1, 2015
(2)(g)	Investment Advisory Agreement effective April 1, 2015
(2)(k)(iii)	Operating Expenses Limitation Agreement
(2)(k)(iv)	Compliance Consulting Agreement
(2)(k)(v)	Powers of Attorney
(2)(l)(ii)	Consent of Godfrey & Kahn
(2)(r)(ii)	Adviser Code of Ethics

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	[X]
Pre-Effective Amendment No. __	[ ]
Post-Effective Amendment No. 5	[X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	[X]
Amendment No. 9	[X]

This ‘486BPOS’ Filing	Date	Other Filings

Filed on / Effective on:	4/1/15	497
	3/27/15
	3/1/15	3, 4
	10/31/14	486BPOS
	6/30/14	N-CSR, N-PX, NSAR-B
	5/22/14	497, POS 8C
	11/26/13	3, CORRESP, N-2/A
	11/21/13	N-2/A
	10/4/13	N-2/A
		List all Filings

504 Fund, et al. – ‘486BPOS’ on 4/1/15

On: Wednesday, 4/1/15, at 2:30pm ET · Effective: 4/1/15 · Accession #: 1398344-15-2251 · File #s: 811-22875, 333-190432

Previous ‘486BPOS’: ‘486BPOS’ on 10/31/14 · Next: ‘486BPOS’ on 5/20/15 · Latest: ‘486BPOS’ on 10/27/23

Post-Effective Amendment to an N-2 — Form N-2
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486BPOS — Post-Effective Amendment to an N-2

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504 Fund, et al. – ‘486BPOS’ on 4/1/15

On: Wednesday, 4/1/15, at 2:30pm ET · Effective: 4/1/15 · Accession #: 1398344-15-2251 · File #s: 811-22875, 333-190432

Previous ‘486BPOS’: ‘486BPOS’ on 10/31/14 · Next: ‘486BPOS’ on 5/20/15 · Latest: ‘486BPOS’ on 10/27/23

Post-Effective Amendment to an N-2 — Form N-2Filing Table of Contents

486BPOS — Post-Effective Amendment to an N-2

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Dates Referenced Herein and Documents Incorporated by Reference

Post-Effective Amendment to an N-2 — Form N-2
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