UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
N-54A
NOTIFICATION
OF ELECTION TO BE SUBJECT TO SECTIONS 55
THROUGH
65 OF THE INVESTMENT COMPANY ACT OF 1940 FILED
PURSUANT
TO SECTION 54(a) OF THE ACT
The
undersigned business development company hereby notifies the Securities and
Exchange Commission that it elects, pursuant to the provisions of section 54(a)
of the Investment Company Act of 1940 (the “Act”), to be subject to the
provisions of sections 55 through 65 of the Act and, in connection with such
notification of election, submits the following information:
Name:
GSC
Investment Corp.(1)
Address
of Principal Business Office (No. & Street, City, State, Zip Code):
12
East 49th
Street, Suite 3200, New York, New York 10017
Telephone
Number (including area code): (212)
884-6200
Name
and
address of agent for service of process:
David
L. Goret
Vice
President and Secretary
GSC
Investment Corp.
12
East 49th
Street
Suite
3200
New
York, New York 10017
Copies
to:
Winthrop
B. Conrad, Jr., Esq.
Danforth
Townley, Esq.
Davis
Polk & Wardwell
450
Lexington Avenue
New
York, New York 10017
_______________________
(1)
In
connection with the offering contemplated in connection with the registration
statement referenced below, GSC Investment LLC, a Maryland limited liability
company, has merged with and into, in accordance with Maryland law, a Maryland
corporation named GSC Investment Corp.
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Check
one of the following:
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x
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The
company has filed a registration statement for a class of equity
securities pursuant to section 12 of the Securities Exchange Act
of 1934.
Give the file number of the registration statement or, if the file
number
is unknown or has not yet been assigned, give the date on which the
registration statement was filed: March
21, 2007
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o
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The
company is relying on rule 12g-2 under the Securities Exchange Act
of 1934
in lieu of filing a registration statement for a class of equity
securities under that Act.
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The
file
number of the registration as an investment company pursuant to section 8(a)
of
the Act, if any, of the company: Not
applicable
The
file
number of the registration as an investment company pursuant to section 8(a)
of
the Act, if any, of any subsidiary of the company:
Not
applicable
The
undersigned company certifies that it is a closed-end company organized under
the laws of Maryland
and with
its principal place of business in New
York;
that it
will be operated for the purpose of making investments in securities described
in section 55(a)(1) through (3) of the Investment Company Act of 1940; and
that
it will make available significant managerial assistance with respect to issuers
of such securities to the extent required by the Act.
Pursuant
to the requirements of the Act, the undersigned company has caused this
notification of election to be subject to sections 55 through 65 of the
Investment Company Act of 1940 to be duly signed on its behalf in the city
of
New York and state of New York on the 21st
day of
March, 2007.
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[SEAL]
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GSC
Investment Corp.
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By
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/S/
THOMAS V. INGLESBY
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Name:
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Thomas
V. Inglesby
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Title:
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Chief
Executive Officer and
President
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Attest:
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/S/
DAVID L. GORET
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Name:
David L. Goret
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Title:
Vice President and Secretary
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