As filed with the Securities and Exchange Commission on November 17, 2015
Securities Act Registration No. 333-202743
Investment Company Registration No. 811-23040
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x
Pre-Effective Amendment No.
Post-Effective Amendment No. 1
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 x
Amendment No. 5
Triloma EIG Global Energy Fund
(Exact Name of Registrant as Specified in Charter)
201 North New York Avenue
Suite 250
Winter Park, FL 32789
(Address of Principal Executive Offices)
(407) 636-7115
Registrant’s Telephone Number, including Area Code
NATIONAL REGISTERED AGENTS, INC.
160 Greentree Drive, Suite 101
Dover, DE 19904
(Name and Address of Agent for Service)
Copies to:
BARRY L. GOFF |
| ROBERT VITALE |
| RICHARD HOROWITZ, ESQ. |
Triloma Financial Group, LLC |
| EIG Global Energy Partners, LLC |
| Dechert LLP |
201 North New York Avenue |
| 1700 Pennsylvania Avenue NW |
| 1095 Avenue of the Americas |
Suite 250 |
| Suite 800 |
| New York, NY 10036 |
Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement
If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box x.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-202743) of Triloma EIG Global Energy Fund (as amended, the “Registration Statement”) is being filed pursuant to Rule 462(d) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of adding an exhibit to such Registration Statement. No changes have been made to Part A, Part B or Part C of the Registration Statement, other than the Items of Part C of the Registration Statement as set forth below. Accordingly, this Post-Effective Amendment No. 1 consists only of a facing page, this explanatory note and Part C of the Registration Statement setting forth the exhibits to the Registration Statement. Pursuant to Rule 462(d) promulgated under the Securities Act, this Post-Effective Amendment No. 1 shall become effective upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
PART C: OTHER INFORMATION
Item 25. Financial Statements and Exhibits
(1) | Financial Statements: |
|
|
| Part A: Not applicable, as Registrant has not yet commenced operations. |
|
|
| Part B: Statement of Assets and Liabilities. Financial statements indicating that the Registrant has met the net worth requirements of Section 14(a) of the Investment Company Act of 1940 are included in Part B of this Registration Statement. |
|
|
(2) | Exhibits: |
|
|
(a) | (i) Certificate of Trust dated March 10, 2015 (1) |
|
|
| (ii) Amended and Restated Agreement and Declaration of Trust dated November 5, 2015, filed herewith |
|
|
(b) | By-laws dated June 24, 2015 (2) |
|
|
(c) | Not applicable. |
|
|
(d) | Not applicable. |
|
|
(e) | Form of Dividend Reinvestment Plan (2) |
|
|
(f) | Not applicable. |
|
|
(g) | (i) Investment Management Agreement between Registrant and Triloma Energy Advisors, LLC (2) |
|
|
| (ii) Investment Sub-Advisory Agreement between Triloma Energy Advisors, LLC and EIG Credit Management Company, LLC (2) |
|
|
(h) | (i) Form of Dealer Manager Agreement (3) |
|
|
| (ii) Form of Participating Dealer Agreement (2) |
|
|
| (iii) Escrow Agreement (2) |
|
|
(i) | Not applicable. |
|
|
(j) | Custodian Agreement (2) |
|
|
(k) | (i) Form of Transfer Agency and Service Agreement (2) |
|
|
| (ii) Form of Administration Agreement (2) |
| (iii) Expense Support and Reimbursement Agreement (2) |
|
|
(l) | Opinion and Consent of Dechert LLP (2) |
|
|
(m) | Not applicable. |
|
|
(n) | Consent of Independent Registered Public Accounting Firm (3) |
|
|
(o) | Not applicable. |
|
|
(p) | (i) Subscription Agreement between Registrant and Triloma Energy Advisors, LLC (2) |
|
|
| (ii) Subscription Agreement between Registrant and EIG Separate Investments, LP (2) |
|
|
(q) | Not applicable. |
|
|
(r) | (i) Code of Ethics of the Registrant (2) |
|
|
| (ii) Code of Ethics of Triloma Energy Advisors, LLC (2) |
|
|
| (iii) Code of Ethics of EIG Credit Management Company, LLC (2) |
|
|
(s) | Powers of Attorney, filed herewith |
(1) Incorporated herein by reference to the corresponding exhibit of the Registrant’s initial Registration Statement on N-2 (File Nos. 333-202743; 811-23040), filed on March 20, 2015.
(2) Incorporated herein by reference to the corresponding exhibit of Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement on N-2 (File Nos. 333-202743; 811-23040), filed on July 20, 2015.
(3) Incorporated herein by reference to the corresponding exhibit of Pre-Effective Amendment No. 4 to the Registrant’s Registration Statement on N-2 (File Nos. 333-202743; 811-23040), filed on July 23, 2015.
Item 32. Location of Accounts and Records
The Declaration of Trust, By-laws and minute books of the Registrant and certain investment adviser records will be in the physical possession of Triloma Energy Advisors, LLC. All other accounting related and financial books and records required to be maintained under Section 31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder will be in the physical possession of SEI Investments Global Funds Services, except for certain transfer agency records which are maintained by DST Systems, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando and State of Florida on the 17th day of November, 2015.
| TRILOMA EIG GLOBAL ENERGY FUND | |
|
| |
| (A Delaware statutory trust) | |
|
|
|
| By: | /s/ Deryck Harmer |
|
| Deryck Harmer |
|
| President (Chief Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name |
| Title |
| Date |
|
|
|
|
|
|
|
|
|
|
/s/ Jack A. Cuneo(1) |
| Trustee |
| November 17, 2015 |
Jack A. Cuneo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Brian Gilmore(1) |
| Trustee |
| November 17, 2015 |
Brian Gilmore |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Barry L. Goff(1) |
| Trustee |
| November 17, 2015 |
Barry L. Goff |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ David Rothschild(1) |
| Trustee |
| November 17, 2015 |
David Rothschild |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Bruce E. Waits(1) |
| Trustee |
| November 17, 2015 |
Bruce E. Waits |
|
|
|
|
(1) Pursuant to powers of attorney previously filed.
EXHIBIT LIST
(a)(ii) Amended and Restated Agreement and Declaration of Trust dated November 5, 2015, filed herewith
