Form N2 (United States Securities And Exchange Commission) Page 18
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41Instructions
1. The description of the nature of the business of a portfolio company in which the Registrant is investing may vary
according to the extent of the Registrant’s investment in the particular portfolio company. The Registrant need only briefly
identify the nature of the business of a portfolio company in which the Registrant’s investment constitutes less than five
percent of the Registrant’s assets.
2. In describing the nature of the business of a portfolio company, include matters such as the competitive conditions of the
business of the company; its market share; dependence on a single or small number of customers; importance to it of any
patents, trademarks, licenses, franchises, or concessions held; key operating personnel; and particular vulnerability to
changes in government regulation, interest rates, or technology.
3. In describing the relationship of portfolio companies to the Registrant, include a discussion of the extent to which the
Registrant makes available significant managerial assistance to its portfolio companies. Disclose any other material
business, professional, or family relationship between the officers and directors of the Registrant and any portfolio
company, its officers, directors, and affiliates (as defined in Rule l2b-2 [17 CFR 240.12b-2] under the Securities Exchange
Act of 1934 [15 U.S.C. 78a et seq.]).
b. Certain Subsidiaries: If the Registrant has a wholly-owned small business investment company subsidiary, disclose: (1) whether
the subsidiary is regulated as a business development company or investment company under the 1940 Act; (2) the percentage
of the Registrant’s assets invested in the subsidiary; and (3) material information about the small business investment company’s
operations, including the special risks of investing in a portfolio heavily invested in securities of small and developing or
financially troubled businesses.
c. Financial Statements: Unless the business development company has had less than one fiscal year of operations, provide the
financial statements of the Registrant.
Instructions
1. a. Furnish, in a separate section following the responses to the above items in Part A of the registration statement, the
financial statements and schedules required by Regulation S-X [17 CFR Part 210]. Abusiness development company
should comply with the provisions of Regulation S-X generally applicable to registered management investment com-
panies. (See Section 210.3-18 [17 CFR 210.3-18] and Sections 210.6-01 through 210.6-10 of Regulation S-X [17 CFR
210.6-01 through 210.6-10]).
b. A business development company should provide an indication in its Schedule of Investments of those investments
that are not qualifying investments under Section 55(a) of the 1940 Act and, in a footnote, briefly explain the
significance of non-qualification.
2. Notwithstanding the requirements of Instruction 1 above, the following statements and schedules required by Regulation
S-X may be omitted from Part Aand included in Part C of the Registration statement:
a. the statement of any subsidiary that is not a majority-owned subsidiary; and
b. columns C and D of Schedule IV [17 CFR 210.12-03] in support of the most recent balance sheet.
3. A business development company with less than one fiscal year of operations should provide its financial statements in the
Statement of Additional Information in response to Item 24.
d. Prior Operations: If the Registrant has had an operating history prior to electing to be regulated as a business development
company, disclose any anticipated changes in its operations as a result of coming into compliance with Section 55(a) of the 1940
Act [15 U.S.C. 80a-54(a)]. This information may be omitted in a prospectus used a sufficient time after election to be regulated
as a business development company so that it is no longer material.
e. Special Risk Factors: To the extent not disclosed in response to this item or Item 8.3, concisely describe the special risks of
investing in a business development company, including the risks associated with investing in a portfolio of small and developing
or financially troubled businesses. (See Section 64(b)(1) of the 1940 Act [15 U.S.C. 80a-63(b)(1)].)
Item 9.
Management
1. General: Describe concisely how the business of the Registrant is managed, including:
a. Board of Directors: a description of the responsibilities of the board of directors with respect to the management of the Registrant;
Instructions
1. In responding to this item, it is sufficient to include a general statement as to the responsibilities of the board of directors
under the applicable laws of the Registrant’s jurisdiction of organization.
2. A Registrant that has elected to be regulated as a business development company should briefly describe the terms of any
special compensation plans available to management.
b. Investment Advisers: for each investment adviser of the Registrant:
(1) its name and principal business address, a description of its experience as an investment adviser, and, if the investment
adviser is controlled by another person, the name of that person and the general nature of its business;
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SEC 1716 (4/15)
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