Regulation E

Schedule B
Contents of Offering Circular for Business Development Companies

Schedule B: Contents of Offering Circular for Business Development Companies

Same as General Instructions to Schedule A.

Item 1. Same as Item 1 of Schedule A.

Item 2. General Description of Issuer.

a. Concisely discuss the organization and operation or proposed operation of the issuer. Include the following:

i. Basic identifying information, including:

A. The date and form of organization of the issuer and the name of the state under the laws of which it is organized; and

B. A brief description of the nature of a business development company.

Note: A business development company having a wholly-owned small business investment company subsidiary should disclose how the subsidiary is regulated, e.g., as an investment company registered under the Investment Company Act of 1940, and what percentage of the parent company's assets are, or are expected to be, invested in the subsidiary. The business development company should also describe the small business investment company's operations, including any material difference in investment policies between the business development company and its small business investment company subsidiary.

ii. A concise description of the investment objectives and policies of the issuer, including:

A. If those objectives may be changed without a vote of the holders of the majority of the voting securities, a brief statement to that effect; and

B. A brief discussion of how the issuer proposes to achieve such objectives, including:

1. The types of securities (for example, bonds, convertible debentures, preferred stocks, common stock) in which it may invest, indicating the proportion of the assets which may be invested in each such type of security;

2. If the issuer proposes to have a policy of concentrating in a particular industry or group of industries, identification of such industry or industries. .

3. Investment in companies for the purpose of exercising control or management;

4. The policy with respect to any assets that are not required to be invested in eligible portfolio companies or other companies qualifying under section 55 of the Investment Company Act of 1940;

5. The policy with respect to rendering significant managerial assistance to eligible portfolio companies or other companies qualifying under section 55 of the Investment Company Act of 1940;

6. The policy with respect to investing as part of a group.

C. Identification of any other policies of the issuer that may not be changed without the vote of the majority of the outstanding voting securities, including the policy not to withdraw its election as a business development company without approval by the majority of the outstanding voting securities.

D. A concise description of those significant investment policies or techniques (such as investing for control or management) that are not described pursuant to subparagraphs or above that the issuer employs or has the current intention of employing in the forseeable future.

b. Discuss briefly the principal risk factors associated with investment in the issuer, including factors peculiar to the issuer as well as those generally attendant to investment in a business development company with investment policies and objectives similar to the issuer.

Item 3. Same as Item 3 of Schedule A.

Item 4. Same as Item 4 of Schedule A.

Item 5. Same as Item 5 of Schedule A.

Item 6. Same as Item 6 of Schedule A.

Item 7. Same as Item 7 of Schedule A.