![](media/image1.jpeg){width="2.582638888888889in"
height="1.0673611111111112in"}
![](media/image2.png){width="1.7097222222222221in"
height="1.1819444444444445in"}

+------------------+---------------------------------------------------+
| ###### N         | ######                                            |
| ame of Applicant |                                                   |
+------------------+---------------------------------------------------+
| ###### Da        | ######                                            |
| te of Submission |                                                   |
+------------------+---------------------------------------------------+

**RURAL BUSINESS INVESTMENT PROGRAM (RBIP)**

**U.S. Small Business Administration, Investment Division**

**RURAL BUSINESS INVESTMENT COMPANY (RBIC) APPLICATION**

**PART I, MANAGEMENT ASSESSMENT QUESTIONNAIRE**

**(MAQ)**

###### 

**SBA Form 2241**

  ------------------------- ---------------------------------------------
  Address                   

  Contact Person            

  Telephone                 

  FAX                       

  Email                     

  Name of Person Submitting 
  Application               
  ------------------------- ---------------------------------------------

###### U. S. SMALL BUSINESS ADMINISTRATION 

###### INVESTMENT DIVISION

###### 409 Third Street, SW Washington, DC 20416 Tel: (202) 205-6510

SBA is collecting the information on this form for the purpose of
determining whether the applicant should be selected as a Rural Business
Investment Company (RBIC). SBA is collecting this information on behalf
of the U.S. Department of Agriculture (USDA) pursuant to a delegation of
authority from USDA to SBA (7CFR 4290.45). The information will be used
in performing background investigations of the key personnel of the
applicant. The information collected on this form is required in order
for your business to receive SBA assistance. The information collected
on this form will be kept confidential to the extent permitted by law.
The estimated burden for completing this RBIC Application (both SBA Form
2241, Part I, Questionnaire, and SBA Form 2242, Part II, Exhibits) is
240 hours. You are not required to respond to this form unless it
displays a current Office of Management and Budget (OMB) control number.
If you have questions or comments concerning this estimate or other
aspects of this information collection, please contact the U.S. Small
Business Administration, Chief, Administrative Information Branch,
Washington, DC 20416 and/or Office of Management and Budget, Clearance
Officer, Paperwork Reduction Project (3245-0332), Washington, DC 20503.
**Please do not send forms to OMB.**

**DECLARATION OF PRINCIPALS AND CONTROL PERSONS**

**Instructions and Applicability**

(1) Be sure to fill in the Name of Applicant above.

(2) This declaration is to be signed at the time of initial submission
    of an Application.

(3) After submitting your Application, if you add any new principals or
    Control Persons (see 7 CFR §4290.50) to the Rural Business
    Investment Company (RBIC), you must immediately submit to SBA two
    signed originals of this declaration for each such new person.

(4) After being licensed as a RBIC, if you plan to add a new principal
    or Control Person to the RBIC, you must submit to SBA two signed
    originals of this declaration **prior to adding such person** as a
    principal, officer, director, or managing member.

**DECLARATION**

1.  We constitute all of the principals and Control Persons of the
    applicant and we certify that all information submitted in
    connection with SBA Forms 2241 and 2242 is true and correct to the
    best of the knowledge and belief of each one of us. We also certify
    that we are submitting this information for the purpose of obtaining
    a license as a RBIC, or SBA's approval of a change in the ownership
    or management of a RBIC. We agree that all statements made in
    connection with the SBA Forms 2241 and 2242 are considered material
    for the purpose of inducing the SBA to license the applicant,
    approve the management and ownership of the applicant, and to
    disburse SBA funds in reliance on such statements.

2.  If this Application is approved, we will operate the RBIC in full
    conformity with Subtitle H of the Consolidated Farm and Rural
    Development Act, as amended (7 USC 2009cc, [et]{.underline}
    [seq.]{.underline} ), and USDA regulations at 7 CFR Part 4290. We
    understand that if a Participation Agreement is signed on the basis
    of this Application, this Application will become an agreement with
    the SBA within the meaning of 7 CFR §4290.507. Accordingly,
    nonperformance is a violation of §4290.507.

3.  We understand that knowingly making a false statement in connection
    with this Application is a violation of Federal law and is subject
    to criminal prosecution and civil penalties under 18 USC §§ 287,
    371, 1001, and 1006; 15 USC § 645; and 31 USC § 3729.

4.  We have not used and will not use, directly or indirectly, any funds
    advanced by any Small Business Investment Company (SBIC), any New
    Markets Venture Capital Company (NMVCC) or any RBIC to any
    individual or entity, or any funds available as a result of funds
    advanced by an SBIC, NMVCC or RBIC to an individual or entity, to
    purchase any securities of the RBIC or to repay any obligation
    incurred in connection with the purchase of any securities of the
    RBIC.

+---------------------+----------------------------+-----+------------+
| # Name of Applicant |                            |     |            |
+---------------------+----------------------------+-----+------------+
| **By** (entity      |                            |     |            |
| authorized to sign  |                            |     |            |
| on behalf of        |                            |     |            |
| Applicant, e.g.,    |                            |     |            |
| general partner)    |                            |     |            |
+---------------------+----------------------------+-----+------------+
| **By** (signature   |                            |     |            |
| of person           |                            |     |            |
| authorized to sign) |                            |     |            |
+---------------------+----------------------------+-----+------------+
| **Title**           |                            | #   |            |
|                     |                            | # D |            |
|                     |                            | ate |            |
+---------------------+----------------------------+-----+------------+

### INDIVIDUAL EXECUTION BY EACH PRINCIPAL AND EACH CONTROL PERSON

  ----------------- --------------------------------- ------ -------------
  Signature                                                  

  Printed Name                                               

  Title                                               Date   
  ----------------- --------------------------------- ------ -------------

  ----------------- --------------------------------- ------ -------------
  Signature                                                  

  Printed Name                                               

  Title                                               Date   
  ----------------- --------------------------------- ------ -------------

  ----------------- --------------------------------- ------ -------------
  Signature                                                  

  Printed Name                                               

  Title                                               Date   
  ----------------- --------------------------------- ------ -------------

  ----------------- --------------------------------- ------ -------------
  Signature                                                  

  Printed Name                                               

  Title                                               Date   
  ----------------- --------------------------------- ------ -------------

**GENERAL INSTRUCTIONS**

####### INTRODUCTION

The entire RBIC Application can be downloaded in Word format from SBA's
Investment Division web site at
[http://www.sba.gov/INV/RBIC/forms.html](http://www.sba.gov/INV/NMVC/forms.html)*.*
The RBIC Application is divided into two parts:

-   SBA Form 2241, Part I, MAQ.doc

-   SBA Form 2242, Part II, Exhibits.doc

Completion of the entire RBIC Application fulfills the requirement in 7
CFR §4290.310(c) to submit a "comprehensive business plan." Simply
attaching a business plan but not completing the RBIC Application itself
does not comply with the regulatory requirement.

####### GETTING READY

Prior to answering any question in this Application, you will need to
read and become familiar with:

-   All of the RBIP regulations found in 7 CFR Part 4290. This
    information can be downloaded from SBA's Investment Division web
    site at
    http://[www.sba.gov/INV/RBIC/](http://www.sba.gov/INV/NMVC/regulations.html)*.*

-   The Notice and information referenced within the Notice, which can
    be downloaded from SBA's Investment Division web site at
    <http://www.sba.gov/INV/RBIC/>*.*

-   The definitions of Rural Business Concern, Enterprise, Smaller
    Enterprise, and Small Business Conern found in 7 CFR §4290.50*.*

-   The Office of Management and Budget (OMB) Circular A-110, which can
    be downloaded from OMB's web site at
    http://www.whitehouse.gov/omb/circulars/a110/a110.html*.*

####### IMPORTANT INFORMATION

1.  Note that you are required to submit **two original sets** of your
    Application. Keep this in mind when preparing documents for
    signatures and/or obtaining fingerprint cards.

2.  Some of the questions within the Application refer to specific
    sections of the regulations. You should read and become familiar
    with those sections before answering those questions. In addition,
    some of the terms used within the Application, such as Associate or
    Developmental Venture Capital, have specific RBIP definitions that
    can be found in §4290.50 of the regulations and in OMB Circular
    A-110.

3.  Additionally, the following terms are used within the Application
    (not defined in the regulations) and have specific meanings in the
    context of the Application:

-   You -- refers to the Applicant RBIC, not any individual manager or
    principal, unless specified otherwise elsewhere in the Application.

-   RBIC -- refers to the Applicant's [proposed]{.underline} RBIC, if
    the Applicant has not been formed, or the [actual]{.underline}
    company seeking a license as a RBIC, if the company has been formed,
    and in some cases the RBIC as licensed under §4290.390.

-   Principal -- refers to anyone who engages in the management of the
    relevant entity. This customarily includes officers and directors of
    a corporation, general partners of a partnership, and managers of a
    limited liability company. Whether one qualifies as a principal is
    based upon authority, responsibility, and actions. Title is not
    determinative.

4.  It is not length of the response that counts; rather it is the
    *internal integrity, consistency, coherence, and clarity* of the
    content as it relates to the RBIC's strategy and the individual's
    experience, whether or not the individual has previously managed a
    venture fund as a principal, as part of a team or not at all.

5.  If you are licensed as a RBIC, you will receive a multi-year
    commitment of financial assistance in the form of an Operational
    Assistance (OA) Grant and Leverage. However, in order to continue to
    receive such assistance, your RBIC must remain in regulatory
    compliance and adhere to the general investment and Operational
    Assistance plans set forth in your Application. Keep this in mind
    when answering the questions in the Application.

6.  Answer all Questions and provide all Exhibits unless the
    instructions specifically advise you that you may submit information
    at a later date. Failure to provide all requested information may
    result in SBA not accepting your Application for consideration.

## FILLING OUT THE APPLICATION QUESTIONNAIRE {#filling-out-the-application-questionnaire .unnumbered}

1.  Substitute the RBIC's name for \[Name of Applicant\] in the header.

2.  Substitute the actual MM/DD/YY for \[Date of Submission\] in the
    header.

3.  Insert your answer following each question with a blank line both
    before and after the answer.

4.  If "not applicable", write "N/A."

5.  If the information requested may be found in an Exhibit, enter "See
    Exhibit \[*insert exhibit letter*\]."

6.  Ensure that narrative responses are in Times New Roman or Times
    Roman, size 12 font.

7.  Expand tables and information boxes as necessary to include all
    information requested.

8.  Delete instruction pages 4-6 of the MAQ before submitting the
    Application.

9.  Ensure that tables and information boxes do not break across pages,
    unless unavoidable due to size.

10. Ensure that each of the five MAQ sections begins at the top of a new
    page.

If you wish to provide supplemental information for a particular
question, you may attach in Exhibit L, but be sure to identify the
question being addressed.

***PREPARING THE SUBMISSION***

1.  Submit SBA Form 2241 (MAQ) and SBA Form 2242 (the Exhibits) in
    Microsoft Word format, except Exhibit F-1 (Relevant Investment
    Experience) and Exhibit N (Model Forecast), which must be submitted
    in Microsoft Excel format, on standard IBM readable 3½" diskettes or
    CD Rom. The electronic versions of these documents [must be
    identical]{.underline} to the hard copies you also submit.

2.  **Submit** **two (2) complete, original hard copy sets** of the MAQ
    and Exhibits. Place each of the two original sets in a large 3-ring
    binder. Label the binders with the RBIC's name.

3.  **Submit** **one (1) complete and unbound hard copy** of the MAQ and
    Exhibits suitable for photocopying (i.e., no hole punches, staples,
    paper clips, tabs or binders).

4.  Ensure that the Declaration of Applicant (on pages 2-3 of the
    Application) is signed by:

-   The individual general partners or Control Persons, or all officers,
    managers, general partners, or Control Persons of the entity general
    partner, of a limited partnership RBIC; or

-   All officers of a corporate RBIC; or

-   All individual managing members Control Persons, or all officers,
    managers, general partners, or Control Persons of the entity
    managing member, of a limited liability company RBIC.

5\. Ensure that all required signatures appear on all Exhibits requiring
a signature.

6\. You must accompany your application with a grant issuance fee of
\$5,000, in accordance with 7 CFR 4290.330.

**YOUR FINAL TASKS**

Carefully re-read these instructions as you review your entire
Application to ensure that you have followed each instruction before you
submit anything. Don\'t rely upon any advisor to do this for you. As you
proceed and are satisfied that you have followed each instruction
completely, check it off. Then delete these instructions.

  -----------------------------------------------------------------------
  **QUESTIONNAIRE**

  -----------------------------------------------------------------------

**Section 1. General Information**

*Answer all questions in this Section 1 in their entirety when initially
submitting this application. Limit your narrative responses to each
question or sub-question to 8 lines, 12 pt. Times Roman, using the
pre-set margins. Please do not exceed the designated size limits unless
otherwise instructed.*

  ------------------------ ----------------------------------------------
  **101. Full Legal Name   
  of RBIC**                

  ------------------------ ----------------------------------------------

  ----------------------------------- -----------------------------------
  **102. Addresses**                  

  **Address of Main Office**          **Address(es) of Branch Office(s)**

                                      

                                      

  **URL **                           
  ----------------------------------- -----------------------------------

103. RBIC total resources (see §§4290.50, 4290.310(b) and
     4290.390(a)(1)).

  -------------------------------------------------------- --------------
                                                           Capital

  Amount of Debenture Leverage requested from SBA          \$

  Amount of Regulatory Capital you are committing to raise \$

  Total                                                    \$
  -------------------------------------------------------- --------------

*104. List each principal for your RBIC and their corresponding title
and function in the RBIC, summarizing key roles with emphasis on
differences in duties.*

  ------------------------------------ ----------------------------------
  Name                                 Title and Function

                                       

                                       

                                       

                                       

                                       
  ------------------------------------ ----------------------------------

105\. For each individual listed in question 104 above, provide the
following:

  ---------------- -------------------- ---------- --------- -------------------
  Full Name                             Nickname             
                                        (if any)             

  Business Tel.                         Home Tel.            
  No.                                   No.                  

  Business Fax.                         Home Fax             
  No.                                   No.                  

  Business Email                        Home Email           

  Business Address                      Home                 
                                        Address              

  RBIC Office                                                
  Where Person                                               
  Will be Located                                            
  ---------------- -------------------- ---------- --------- -------------------

  ---------------- -------------------- ---------- --------- ------------------
  Full Name                             Nickname             
                                        (if any)             

  Business Tel.                         Home Tel.            
  No.                                   No.                  

  Business Fax.                         Home Fax             
  No.                                   No.                  

  Business Email                        Home Email           

  Business Address                      Home                 
                                        Address              

  RBIC Office                                                
  Where Person                                               
  Will be Located                                            
  ---------------- -------------------- ---------- --------- ------------------

  ---------------- -------------------- ---------- --------- ------------------
  Full Name                             Nickname             
                                        (if any)             

  Business Tel.                         Home Tel.            
  No.                                   No.                  

  Business Fax.                         Home Fax             
  No.                                   No.                  

  Business Email                        Home Email           

  Business Address                      Home                 
                                        Address              

  RBIC Office                                                
  Where Person                                               
  Will be Located                                            
  ---------------- -------------------- ---------- --------- ------------------

  ---------------- -------------------- ---------- --------- -------------------
  Full Name                             Nickname             
                                        (if any)             

  Business Tel.                         Home Tel.            
  No.                                   No.                  

  Business Fax.                         Home Fax             
  No.                                   No.                  

  Business Email                        Home Email           

  Business Address                      Home                 
                                        Address              

  RBIC Office                                                
  Where Person                                               
  Will be Located                                            
  ---------------- -------------------- ---------- --------- -------------------

106\. If all listed above are to be principals who will be active fund
managers every day but are not currently in the same geographic area,
please discuss the arrangements to be made regarding the geographic
locations of the principals after licensing.

107. Regulatory Capital (see §§4290.50 and 4290.230).

> 107.1 Current Status of Fundraising

  --------------------------------------------------- -------------------
  **Table 104.2**                                     

  **Type of Investor**                                **Commitments**

  **Principals**                                      \$

  **Entity Institutional Investors -- Definition      \$
  §4290.50**                                          

  **Individual Institutional Investors -- Definition  \$
  §4290.50**                                          

  **Others**                                          \$

  **Total**                                           \$
  --------------------------------------------------- -------------------

2.  Anticipated sources of Regulatory Capital

+--------------------------------------+---------+---------+-----------+
| Actual Name and/or Fund Sources of   | Amount  | Amount  | Estimated |
| Capital                              |         | Co      | Date of   |
|                                      | Re      | mmitted | C         |
| (e.g., banks, foundations, pension   | quested |         | ommitment |
| funds, individuals, etc.)            |         |         |           |
+======================================+=========+=========+===========+
|                                      | \$      | \$      |           |
+--------------------------------------+---------+---------+-----------+
|                                      | \$      | \$      |           |
+--------------------------------------+---------+---------+-----------+
|                                      | \$      | \$      |           |
+--------------------------------------+---------+---------+-----------+
|                                      | \$      | \$      |           |
+--------------------------------------+---------+---------+-----------+
|                                      | \$      | \$      |           |
+--------------------------------------+---------+---------+-----------+
|                                      | \$      | \$      |           |
+--------------------------------------+---------+---------+-----------+

108\. What is your anticipated closing date for your equity capital
commitments?

109\. Describe how you intend to achieve Management and Ownership
Diversity (see §4290.150). Specific questions you must answer include
(a) how many total investors do you contemplate, and (b) what percentage
do you anticipate would be held by investors who are not principals or
not Associates or Affiliates of principals.

110. Structure and relationships. If you have not legally organized your
     RBIC, respond to this Question 110. If you have, complete Section 5
     of this MAQ instead.

> 110.1 Describe the proposed organizational structure of the RBIC and
> all individuals and entities that are Associates or Affiliates (see
> §4290.50) of the RBIC. Your description of the organizational
> structure should include the items listed in this question 110. In
> Exhibit K, include organization charts that comply with the
> instructions in Exhibit K.
>
> 110.2 Describe the proposed legal structure.
>
> 110.3 Describe the proposed ownership structure of the RBIC and ALL
> related entities shown in the organization chart in Exhibit K,
> including percentage of ownership by each of the principals and
> Control Persons (see §4290.50). (In this section, do not list any
> shareholders whose investments are proposed to be solely financial,
> and who are not proposed to be controlling shareholders.)
>
> 110.4 Describe all existing or anticipated contractual relationships
> between the persons and entities described in the organization
> structure. (You may omit non-material items which arise in the
> ordinary course of business for an entity, e.g., normal commercial
> banking relationships.)
>
> 110.5 Describe any existing or proposed Associate or Affiliate
> relationship between any officer, director, general partner, or
> manager, or 10% owner of the RBIC and any other RBIC or Small Business
> Investment Company (SBIC) or New Markets Venture Capital Company
> (NMVCC).
>
> 110.6 Describe any potential conflicts of interest and the controls
> you will put in place to protect the interests of the SBA and the
> RBIC's investors (see §4290.730).

111\. Associates.

111.1 Will the RBIC be associated with another entity?

  -------------- -------------- -------------- ------------- --------------
  Yes                                          No            

  -------------- -------------- -------------- ------------- --------------

> If "yes", answer the following questions.
>
> 111.2 Contact information:

  -------------------- -------------------- ------------ -----------------
  Name of Entity                            Address      

  Key Contact                               Direct Phone 

  Email Address                             Fax          
  -------------------- -------------------- ------------ -----------------

> 111.3 What is the business of the associated entity?
>
> 111.4 Is this entity involved in economic and/or community
> development?

  -------------- -------------- -------------- ------------- --------------
  Yes                                          No            

  -------------- -------------- -------------- ------------- --------------

> 111.5 If "yes," describe its activities. Also provide the most recent
> audited financial statement and annual report for this entity in
> Exhibit L.
>
> 111.6 What is the source of capital of the associated entity? Provide
> percentages by class of sources (e.g., banks, foundations, pension
> funds, individuals, etc.).
>
> 111.7 Will this entity be providing Regulatory Capital to the RBIC?

  ---------- ---------- -------------- -------------- ---------- ----------
  Yes                   Amount         \$             No         

  ---------- ---------- -------------- -------------- ---------- ----------

> 111.8 Describe, in detail, any proposed working relationship between
> the RBIC and this associated entity (for example OA services provided,
> personnel provided, charges for such personnel, overhead absorption,
> etc.)

112\. Counsel and consultants.

> 112.1 If you are not currently employing someone in one of the four
> categories listed in the tables below, or have not yet made a
> selection, enter "N/A" or "Not yet selected" or other appropriate
> comment in the "Name" box. In addition to the contact information,
> directly below the applicable table, if a person/group/entity has made
> any contributions (either non-financial or financial) entitling the
> entity to any type of equity or economic participation in the RBIC,
> very briefly describe the nature of such contribution. If more than
> one entity is used in any category, please duplicate the appropriate
> table.

+----------+----------------------+-----------+----------------------+
| **Law    |                      |           |                      |
| Firm**   |                      |           |                      |
+----------+----------------------+-----------+----------------------+
| > Firm   |                      | > Key     |                      |
| > Name   |                      | > Contact |                      |
+----------+----------------------+-----------+----------------------+
| >        |                      | > Direct  |                      |
|  Address |                      | > Ph. No. |                      |
+----------+----------------------+-----------+----------------------+
|          |                      | > Fax     |                      |
|          |                      | > Number  |                      |
+----------+----------------------+-----------+----------------------+
|          |                      | > Email   |                      |
|          |                      | > Address |                      |
+----------+----------------------+-----------+----------------------+

+----------+----------------------+-----------+----------------------+
| **Ac     |                      |           |                      |
| counting |                      |           |                      |
| Firm**   |                      |           |                      |
+----------+----------------------+-----------+----------------------+
| > Firm   |                      | > Key     |                      |
| > Name   |                      | > Contact |                      |
+----------+----------------------+-----------+----------------------+
| >        |                      | > Direct  |                      |
|  Address |                      | > Ph. No. |                      |
+----------+----------------------+-----------+----------------------+
|          |                      | > Fax     |                      |
|          |                      | > Number  |                      |
+----------+----------------------+-----------+----------------------+
|          |                      | > Email   |                      |
|          |                      | > Address |                      |
+----------+----------------------+-----------+----------------------+

> 112.2 Other than those listed directly above, include all other
> persons or entities that will be compensated for assisting you in any
> manner to obtain an RBIC license, to obtain deal flow, or to obtain
> investment capital.

+----------+----------------------+-----------+----------------------+
| **Cons   |                      |           |                      |
| ultant** |                      |           |                      |
+----------+----------------------+-----------+----------------------+
| > Firm   |                      | > Key     |                      |
| > Name   |                      | > Contact |                      |
+----------+----------------------+-----------+----------------------+
| >        |                      | > Direct  |                      |
|  Address |                      | > Ph. No. |                      |
+----------+----------------------+-----------+----------------------+
|          |                      | > Fax     |                      |
|          |                      | > Number  |                      |
+----------+----------------------+-----------+----------------------+
|          |                      | > Email   |                      |
|          |                      | > Address |                      |
+----------+----------------------+-----------+----------------------+

+----------+----------------------+-----------+----------------------+
| **P      |                      |           |                      |
| lacement |                      |           |                      |
| Agent**  |                      |           |                      |
+----------+----------------------+-----------+----------------------+
| > Firm   |                      | > Key     |                      |
| > Name   |                      | > Contact |                      |
+----------+----------------------+-----------+----------------------+
| >        |                      | > Direct  |                      |
|  Address |                      | > Ph. No. |                      |
+----------+----------------------+-----------+----------------------+
|          |                      | > Fax     |                      |
|          |                      | > Number  |                      |
+----------+----------------------+-----------+----------------------+
|          |                      | > Email   |                      |
|          |                      | > Address |                      |
+----------+----------------------+-----------+----------------------+

> 112.3 Briefly describe the duties called for by any placement
> agreements. State who will be responsible for payment of placement
> agent compensation, the basis for compensation, and how and when such
> compensation will be paid.

113\. For any of the parties listed in question 112, describe the nature
of any "affiliations" or "associations" between such parties and the
RBIC or its principals. (See 13 CFR §121.103 for a discussion of
*Affiliation* and see 7 CFR §4290.50 for the definitions of *Associate
and Affiliate*.)

114. Summarize the projected and/or incurred organizational expenses and
     Management Expenses (see §4290.520) you propose to incur up to your
     anticipated closing date for equity commitments.

  -------------------------- -------------- -------------- --------------
  **Licensing Expenses**                                   

  **Source**                 **Amount       **Amount       **Total
                             Paid**         Accrued**      Projected**

  **Legal**                  \$             \$             \$

  **Accounting**             \$             \$             \$

  **Consulting**             \$             \$             \$

  **Placement**              \$             \$             \$

  **Organizational**         \$             \$             \$

  **Management Expenses**    \$             \$             \$

  **Other**                  \$             \$             \$

  **Totals**                 \$             \$             \$

  **Grand Total**                                          \$
  -------------------------- -------------- -------------- --------------

115\. Are you proposing to be a regulated public entity (for example, a
company registered under the Investment Company Act of 1940 or the Small
Business Investment Incentive Act of 1980), either at the time of
initial application submission or at some foreseeable time in the
future? If so, please complete Exhibit V.

  -------------- -------------- -------------- ------------- --------------
  Yes                                          No            

  -------------- -------------- -------------- ------------- --------------

116. Experience working together.

> For persons listed in Question 105, fill in table 116.1 as shown in
> the example (delete the example before submitting the application).
> Fill in Tables 116.2 and 116.3 similarly, and add lines and expand
> boxes as needed.
>
> If multiple funds were involved, name all relevant funds in the upper
> left hand cell. If more than five principals, add columns and rows as
> necessary and turn top row of names so they are facing right, if
> desired.

  -------------- ----------- ----------- ----------- ----------- -----------
  **116.1 --                                                     
  Experience                                                     
  Together in a                                                  
  Private Equity                                                 
  Fund** (Insert                                                 
  Overlapping                                                    
  Dates)                                                         

  *Abracadabra   King Arthur Merlin      Sir         Sir Gawain  Sir Galahad
  Fund*                                  Lancelot                

  King Arthur    X           12/570 -    2/571 --                
                             04/573      4/576                   

  Merlin         X           X           5/571 --                
                                         3/573                   

  Sir Lancelot   X           X           X                       

  Sir Gawain     X           X           X           X           

  Sir Galahad    X           X           X           X           X
  -------------- ----------- ----------- ----------- ----------- -----------

  ------------------ ------------------ ------------------ ----------------
  **116.2 --                                               
  Experience                                               
  Together in Other                                        
  Types of                                                 
  Companies**                                              

  **Company Name &   **Persons**        **Persons**        **Overlapping
  Business of                                              Dates**
  Entity**                                                 

                                                           

                                                           

                                                           

                                                           

                                                           

                                                           
  ------------------ ------------------ ------------------ ----------------

> 116.3 At the entities described in table 116.2, describe the nature of
> the working relationships.

  ------------------ ----------------- ------------------ ----------------
  **116.4 Other                                           
  Experience Working                                      
  Together**                                              

  **Nature of        **Person**        **Person**         **Overlapping
  Interaction**                                           Dates**

                                                          

                                                          

                                                          
  ------------------ ----------------- ------------------ ----------------

> 116.5 At the entities described in Table 116.4, describe the nature of
> the working relationships.

117\. State the percentage of time that each of the principals will
devote to the RBIC (a) 90 days after licensing, (b) 18 months after
licensing, and (c) during the fourth year after licensing and
thereafter.

  ---------------------------------- ------------ ------------ --------------
  **Percentage of Time Devoted to                              
  RBIC**                                                       

  **Principal**                      **90 Days**  **18         **Subsequent
                                                  Months**     Years**

                                     \%           \%           \%

                                     \%           \%           \%

                                     \%           \%           \%

                                     \%           \%           \%
  ---------------------------------- ------------ ------------ --------------

118\. Carried Interest.

In the table below, list every person or entity which has a carried
interest in the profits of the RBIC (parent if a drop-down fund),
general partner, managing member or management entity and the amount of
such person or entity's carried interest. For persons or entities other
than principals, identify the nature of the party. If you plan to set
aside part of the carried interest for associates or other employees,
under the "Others" category, you may list this as a category rather than
by name, if you desire.

  ---------------------------- ------------ -------------------------- ------------
  **Carried Interest**                      **Total Points in Carry    
                                            **                        

  **Managing Principals**      **Points**   **Others**                 **Points**

                                                                       

                                                                       

                                                                       

                                                                       

  Totals                                                               
  ---------------------------- ------------ -------------------------- ------------

**Section 2. INVESTING**

*Answer all questions in this Section 2 in their entirety when initially
submitting this application. Limit your narrative response to each
question or sub-question to 8 lines, 12 pt. Times Roman, using the
pre-set margins. Please do not exceed the designated size limits unless
otherwise instructed.*

**INVESTING CRITERIA**

201\. Please provide a summary of the RBIC's focus, why you have this
focus, and what you bring to venture investing that is special or
unusual. (This is your "elevator speech".)

202\. Approximately, what percentage mix do you anticipate between being
a sole investor, a lead investor, or a co-investor?

  -------------- --------- -------------- -------- ----------------- ---------
  **Sole         \%        **Lead         \%       **Co-Investor**   \%
  Investor**               Investor**                                

  -------------- --------- -------------- -------- ----------------- ---------

203\. Investment Strategy.

> 203.1 Provide the ideal dollar distribution of your investments at the
> time when you would have completed the investing cycle for the RBIC.
> This is not a specific scenario that you will be expected to be held
> to, but reflects your goals at the current time.

+------+------+------+------+------+------+------+------+-------+
| **T  |      |      |      |      |      |      |      |       |
| able |      |      |      |      |      |      |      |       |
| 2    |      |      |      |      |      |      |      |       |
| 03.1 |      |      |      |      |      |      |      |       |
| --   |      |      |      |      |      |      |      |       |
| I    |      |      |      |      |      |      |      |       |
| deal |      |      |      |      |      |      |      |       |
| Do   |      |      |      |      |      |      |      |       |
| llar |      |      |      |      |      |      |      |       |
| Weig |      |      |      |      |      |      |      |       |
| hted |      |      |      |      |      |      |      |       |
| In   |      |      |      |      |      |      |      |       |
| vest |      |      |      |      |      |      |      |       |
| ment |      |      |      |      |      |      |      |       |
| Sc   |      |      |      |      |      |      |      |       |
| enar |      |      |      |      |      |      |      |       |
| io** |      |      |      |      |      |      |      |       |
+------+------+------+------+------+------+------+------+-------+
| > ** | > ** | > ** | > ** | >    | >    | > ** | > *  | >     |
| Tech | Life | Heal | Manu | **Di |  **S | Cons | *Oth |  **To |
| nolo | > Sc | thca | fac- | stri | ervi | umer | er** | tal** |
| gy** | ienc | re** | turi | buti | ce** | >    |      |       |
|      | es** |      | ng** | on** |      | Prod |      |       |
|      |      |      |      |      |      | ucts |      |       |
|      |      |      |      |      |      | > &  |      |       |
|      |      |      |      |      |      | >    |      |       |
|      |      |      |      |      |      | Reta |      |       |
|      |      |      |      |      |      | il** |      |       |
+------+------+------+------+------+------+------+------+-------+
| \%   | \%   | \%   | \%   | \%   | \%   | \%   | \%   | 100%  |
+------+------+------+------+------+------+------+------+-------+

(Take up to a page for the combined answers to the following four
questions.)

> 203.2 Is the investment strategy of the RBIC primarily thematic
> (industry-oriented) or primarily opportunistic (targets of
> opportunity), or some mixed approach? Discuss the rationale for the
> approach you have chosen.
>
> 203.3 If you have industry preferences, state what they are and why
> you have these preferences.
>
> 203.4 Provide the industry sectors, if any, in which you most likely
> would not invest.
>
> 203.5 Discuss any unique elements of your investment strategy that
> could help to reduce risk.

204\. Life Cycle*.* [^1]

> 204.1 In the table below, give the anticipated distribution of
> investment dollars by life cycle stage of portfolio concern
> investments[^2]. (Note that, for this table, in the case of seed and
> early stage investing, follow-on investments would still be classified
> as "seed" or "early stage".)

  -------------- ----------------- --------------- ----------- ----------- -----------------
  **Table 204.1                                                            
  Prospective                                                              
  Distribution                                                             
  of Investment                                                            
  Dollars\                                                                 
  by Percentages                                                           
  in Life Cycle                                                            
  of Companies**                                                           

  **Seed**       **Early-Stage**   **Expansion**   **Later     **Change of **Turn-around**
                                                   Stage**     Control**   

  \%             \%                \%              \%          \%          \%
  -------------- ----------------- --------------- ----------- ----------- -----------------

> 204.2 Give a range, by revenue, by cash flow, by pre-tax, or by
> after-tax profits, of the sizes of businesses you are most likely to
> consider financing.

205\. Market analysis of targeted Rural Areas.

> 205.1 How would you characterize the current economic environment and
> what is your estimate for the economic climate 12 months from now?
> (Please use no more than 6 lines.)
>
> 205.2 Identify specific current economic and/or stock market factors
> that can affect your investing style both positively and negatively,
> and cite some of the key advantages and disadvantages of investing in
> the current economic and stock market environment. (Use up to 10 lines
> for this answer.)

205.3 Discuss the extent of demand for Developmental Venture Capital
(see §4290.50) in your targeted Rural Area and how you plan to meet this
demand. If possible, quantify the size of the demand for such capital,
and provide the basis for such estimates (e.g. customer inquiries,
results of a survey, etc.)

205.4 Discuss any factors or trends that may affect your ability to make
effective Developmental Venture Capital investments in your targeted
Rural Area.

205.5 List and describe other providers of Equity Capital (see §4290.50)
in your targeted Rural Area. Discuss the extent to which your proposed
investment area and strategy compete with those of such existing
providers.

205.6 Describe the leading business activities, if any, that are
characteristic of your targeted Rural Area.

205.7 Provide any other market information and analysis not already
provided in this Question 206 that demonstrates your understanding of
the market and unmet Equity Capital needs in your targeted Rural Area
and how your activities will have a positive economic impact on those
Areas.

206\. In the light of the answers provided in question 205, assume that
you are now in an economic and stock market environment that is
different (perhaps the opposite) from that selected for your discussion
in question 205. Describe the environment you are choosing. (Limit your
answer to 4 lines.)

207\. Based on the nature of your response to question 206, discuss how
the investment strategy and criteria for investments in the future might
differ from that described in questions 203, 204, and 205. In your
discussion, please be very focused and specific, and be sure to clarify
the distinctions or differences. (You may reproduce Table 204.1 as Table
207.1 if your lifecycle mix would be different, and take up to 16 lines
\[excluding any table\] to discuss this issue.)

208\. Identification of Rural Area.

> 208.1 Describe the Rural Area in which you intend to target your
> investment and Operational Assistance activities.

208.2 Provide in Exhibit W a visual representation of the Rural Area in
which you intend to target your activities and a breakdown of the
specific criteria under which each of these areas qualify.

209\. For your target Rural Area, what are the most salient risk factors
*specific to your investing strategy*, especially regarding the types of
companies in which you plan to invest? (For example, you may want to
discuss any particular risks in your exit strategies or from having
geographic concentration, but please do not discuss the universal risks
of venture investing such as "management" or "the economy".)

210\. Taking into account the benefit of leverage, if you are "selling"
an IRR range to your potential investors, what is it?

  --------------------- ----------- ---------- ------------- ----------- --
  **IRR Range Before                **After                  **Not       
  Carry**                           Carry**                  Selling A   
                                                             Range**     

  --------------------- ----------- ---------- ------------- ----------- --

211\. From the standpoint of your investing and OA strategies, discuss
from where you anticipate the increases in the value of your portfolio
will derive. In some way, try to assign the relative importance
attributable to each factor, e.g., growth in sales, greater
efficiencies, gross margin improvements, improved capitalization, p/e
multiple expansion, or product commercialization, etc. (You may quantify
the relative importance of each factor, but this is not necessary. Take
up to ½ page for this response.)

**FINANCINGS AND EXITS**

212\. Discuss the anticipated holding periods for your investments.

213\. Pricing a deal.

> 213.1 When you are pricing a deal, what is your targeted IRR? If you
> have different targets for different types of financings, so indicate.
>
> 213.2 Discuss how you price a deal where the company has earnings. Use
> an example if it would clarify your methodology. (Take up to ½ page.)
>
> 213.3 Discuss how you price a deal without positive earnings. Use an
> example if it helps to clarify your methodology[^3]. (Take up to ½
> page.)
>
> 213.4 Do you contemplate doing milestone financings? If "yes", under
> what circumstances. Also, briefly state the key types of criteria you
> would establish for milestones.
>
> 213.5 Assuming that you are not doing a milestone financing, when you
> do your typical first financing for a company, do you generally plan
> on doing subsequent rounds, or would that be an exception? If you
> usually plan on subsequent rounds, is there some typical percentage
> that you contemplate relative to the first round, or is there some
> absolute dollar amount that you generally reserve? (If you plan on
> doing *exclusively* seed or early stage financings, enter "See 219",
> and respond to that question instead.)

214\. Describe how you typically structure a financing. Include a
description of the types/characteristics of securities you will utilize
to make investments. If you intend to make loans, discuss the types of
loans that would you make and the interest rate ranges that you propose
to use, based on today's interest rate climate. If you get an equity
"kicker" or expect to utilize royalties, describe the nature and
magnitude of the most typical kicker, and/or the magnitude of the
royalties, citing typical percentages, the basis for calculating them,
and typical terms. Take up to 16 lines for this response, and in Exhibit
P, include one or two representative term sheets.)

215\. Based on the full 200% leverage, fill-in this Table.

+------------------------------------------+---------------------------+
| **Table 215 -- Anticipated Allocation of |                           |
| Types of Financings by Percentage**      |                           |
+------------------------------------------+---------------------------+
| > **Equity Securities --- §4290.800**    | \%                        |
+------------------------------------------+---------------------------+
| > **Debt Securities --- §4290.815**      | \%                        |
+------------------------------------------+---------------------------+
| > **Loans --- §4290.810**                | \%                        |
+------------------------------------------+---------------------------+

216\. Based on your projected fund level (**including the full 200% of
SBA leverage**),

> 216.1 State the ultimate number of portfolio concerns (not financings)
> anticipated, and, picking the midpoint of various ranges of company
> investment sizes, how would you expect to have your investments
> distributed by *total* amount per company? Give a table with the
> smallest first and the largest last (See §4290.740).

+--------------+----------+----------+----------+----------+----------+
| **Table      |          |          |          |          |          |
| 216.1        |          |          |          |          |          |
| Projected    |          |          |          |          |          |
| Distribution |          |          |          |          |          |
| of Sizes of  |          |          |          |          |          |
| Company      |          |          |          |          |          |
| Financings** |          |          |          |          |          |
+--------------+----------+----------+----------+----------+----------+
| > **\$ Size  | \$ -- \$ | \$ - \$  | \$ - \$  | \$ - \$  | \$ - \$  |
| >            |          |          |          |          |          |
|  Range**[^4] |          |          |          |          |          |
+--------------+----------+----------+----------+----------+----------+
| > **\#       |          |          |          |          |          |
| >            |          |          |          |          |          |
|  Companies** |          |          |          |          |          |
+--------------+----------+----------+----------+----------+----------+
| > **Total \$ | \$       | \$       | \$       | \$       | \$       |
| > Amount**   |          |          |          |          |          |
+--------------+----------+----------+----------+----------+----------+

> 216.2 Over the first five years after being licensed, indicate the
> number of financings (including follow-on investments) that you expect
> to make and OA resources you expect to expend, by year, and the
> aggregate dollar amounts.[^5]

+--------------+--------+--------+--------+--------+--------+--------+
| **Table      |        |        |        |        |        |        |
| 216.2        |        |        |        |        |        |        |
| Projected    |        |        |        |        |        |        |
| Distribution |        |        |        |        |        |        |
| of           |        |        |        |        |        |        |
| Financings** |        |        |        |        |        |        |
+--------------+--------+--------+--------+--------+--------+--------+
| **Year**     | **1**  | **2**  | **3**  | **4**  | **5**  | **To   |
|              |        |        |        |        |        | tals** |
+--------------+--------+--------+--------+--------+--------+--------+
| > **\#       |        |        |        |        |        |        |
| > Fina       |        |        |        |        |        |        |
| ncings**[^6] |        |        |        |        |        |        |
+--------------+--------+--------+--------+--------+--------+--------+
| > **\$       | \$     | \$     | \$     | \$     | \$     | \$     |
| > Invested** |        |        |        |        |        |        |
+--------------+--------+--------+--------+--------+--------+--------+
| > **\$ OA    | \$     | \$     | \$     | \$     | \$     | \$     |
| > Provided** |        |        |        |        |        |        |
+--------------+--------+--------+--------+--------+--------+--------+

217\. Based on the length of time for being "fully invested", at the end
of that period, are you planning to hold part of the RBIC's combined
capital in reserve for follow-on investments, for management fees, or
for other contingencies? If "yes ", provide the relevant data below.

  ----------------- --------- ---- --------------- --- ------- -------- ------------ -------
  **Table 217 --    **Yes**        **No**                                            
  Reserves**                                                                         

  **Private Capital \$             **Private                   \$       **Leverage   \$
  Base**[^7]                       Capital \$**                         \$**         

  **% of Total Fund \%             **Private                   \%       **Leverage   \%
  in Reserve**                     Capital**[^8]                        %**[^9]      
                                   **%**                                             
  ----------------- --------- ---- --------------- --- ------- -------- ------------ -------

218\. Seed and early-stage investing.

> 218.1 Based on Table 203, if you do *not* intend to do seed or early
> stage investing, check this box and leave the balance of this question
> 219 blank.

  ------------------------------------------------------ ----------------
  **Not Applicable**                                    

  ------------------------------------------------------ ----------------

> 218.2 In the table below, show the most *typical* progression of each
> financing round, indicating total size and your share of each round.

+----------+-----------+-----------+-----------+----------+-----------+
| **Table  |           |           |           |          |           |
| 218.2    |           |           |           |          |           |
| Pro      |           |           |           |          |           |
| gression |           |           |           |          |           |
| of       |           |           |           |          |           |
| I        |           |           |           |          |           |
| nvesting |           |           |           |          |           |
| by       |           |           |           |          |           |
| F        |           |           |           |          |           |
| inancing |           |           |           |          |           |
| Round**  |           |           |           |          |           |
+----------+-----------+-----------+-----------+----------+-----------+
| **Round  | **Seed    | **A       | **B       | **C&D    | **Total** |
| Number** | Round**   | Round**   | Round**   | Rounds** |           |
+----------+-----------+-----------+-----------+----------+-----------+
| >        | \$        | \$        | \$        | \$       | \$        |
|  **Round |           |           |           |          |           |
| > Size** |           |           |           |          |           |
+----------+-----------+-----------+-----------+----------+-----------+
| > **Your | \%        | \%        | \%        | \%       | \%        |
| > %**    |           |           |           |          |           |
+----------+-----------+-----------+-----------+----------+-----------+
| **Your   | \$        | \$        | \$        | \$       | \$        |
| \$**     |           |           |           |          |           |
+----------+-----------+-----------+-----------+----------+-----------+

> 218.3 In funding early-stage investments through one or more rounds,
> do you primarily expect to fund to the point at which a portfolio
> concern achieves positive cash flow from operations, or do you expect
> to primarily fund to an exit, whether a merger or an IPO? If you are
> not planning on funding to a cash flow positive stage, coherently
> explain why you think that you could achieve profitable exits and your
> strategy is not excessively risky. (Take up to ½ page for this
> answer.)
>
> 218.4 What is your attitude about investing in a round where angel
> investors predominate?
>
> 218.5 In a syndication, do you have any biases either towards
> participating predominantly with very large venture funds or with
> smaller to medium-sized funds? Explain your views.
>
> 218.6 Explain how you plan to deal with the venture industry practice
> where, in later financing rounds, other venture capitalists dilute
> earlier stage investors. (Take up to ½ page for this answer.)

219\. Forecasted exits from investments[^10].

  -------------- ----------- ----------- ------------ ----------- -----------
  **Table 219.                                                    
  Distribution                                                    
  of Exit                                                         
  Mechanisms                                                      
  Projected**                                                     

  **Sales/       **IPOs**    **Recaps &  **Distress   **Loan      **Total**
  Mergers**                  MBOs**      Exits**      Payback**   

  \%             \%          \%          \%           \%          \%
  -------------- ----------- ----------- ------------ ----------- -----------

> 219.1 Discuss why you think that the chosen exit strategies are
> appropriate for your investment strategies. (If relevant, discuss how
> they may differ from those utilized for prior funds.)

220\. Your exit strategies may be different during a difficult economic
or stock market environment. If so, what would the differences be? How
would this affect your timing and returns? (Take up to 14 lines.)

**REGULATORY & POLICY ISSUES OF INVESTING**

221\. "Overline" limitations found in §4290.740 limit your maximum
investments in any single company (or a group of related companies) to
20% of your Regulatory Capital, unless you receive permission from SBA
to exceed this limit. (Please review SBIC Tech Note #9.)

  ------ ------ ------ ------ ------ ------ -------------------------- -----
  Yes                  No                   N/A (Unleveraged)          

  ------ ------ ------ ------ ------ ------ -------------------------- -----

222\. To what extent will special groups of enterprises be targeted,
e.g., ethnic groups, women, etc.? Are there any unique features of your
RBIC that SBA should consider from a public policy perspective?

223\. Discuss why you believe that you can comfortably operate within
the redemption provisions as found in §4290.850.

**Meeting the RBIC Objectives**

224\. Impact of your investment and Operational Assistance (OA)
activities.

When answering this Question 224, keep in mind that SBA will use the
information in your answers both to consider whether to select you, and
to assess your performance as a RBIC if you receive a license. You may
take up to one-half of a page to answer each sub-part of this Question
224.

224.1 Specific benefits to be created. Describe the specific economic
development benefits that you expect your investment and OA activities
will create within your targeted Rural Areas. (For example, you might
describe how you expect your activities to create new living-wage jobs
in Rural Areas.)

224.2 Identification of specific Performance Goals. Identity several
specific objectives towards which you will direct your investment and
Operational Assistance activities (Performance Goals), in order to
create the benefits you described in Question 224.1 above. (For example,
one of your Performance Goals might be "living-wage job creation in
Rural Areas.") Discuss why your RBIC's strategy, structure, business
plan, or other characteristics make the goals you have identified
particularly well suited to your RBIC.

224.3 How performance results will be measured. Describe the criteria,
values, or characteristics you will use to measure the results you
achieve as you work toward each of your Performance Goals. (For example,
you might use the values of "aggregate number of living-wage jobs
created per year by portfolio concerns located in Rural Areas," and
"annual/hourly salary of at least X dollars in order for the job to
qualify as a living-wage job," to measure progress toward a Performance
Goal of "living-wage job creation in Rural Areas.")

224.4 Basis for tabulating performance results. Describe the specific
units or measures (expressed either quantitatively or qualitatively)
that you will use to tabulate your activities toward accomplishment of
each of your Performance Goals. Also, identify the amounts of those
measures that you will consider to constitute the successful
accomplishment of each of your Performance Goals. (For example, you
might use the measure of "10 living-wage jobs per year" to indicate what
you consider as acceptable progress toward a Performance Goal of
"living-wage job creation in Rural Areas.") Discuss how you will acquire
the data necessary to substantiate your results. (For example, you might
annually survey your portfolio concerns located in Rural Areas
requesting information about the number of new jobs that they have
created and whether those jobs pay at least the wage you have specified
as a living wage. Your methodology also might provide that only
living-wage jobs that remain in existence for more than one year will be
counted.)

224.5 Performance Goals table. Select at least two and no more than four
of your most significant Performance Goals (using the Performance Goals
identified in Question 224.2 above), against which you want your
performance as a RBIC to be assessed in accomplishing the objectives of
the RBIC program. Complete the table below for each such Performance
Goal, providing units or measures (as discussed in Question 224.4 above)
for the first 5 years of operation as a RBIC.

The information concerning "Total Market" is sought in order to provide
context for each Performance Goal you set forth as it relates to your
anticipated overall performance as a RBIC. However, SBA will assess your
performance toward accomplishment of RBIC objectives using the
indicators and measures set forth in the "Target Market" column.

+-----+------------+--------------+-----+-------------+-------------+
| Pe  |            |              | Pe  |             |             |
| rfo |            |              | rfo |             |             |
| rma |            |              | rma |             |             |
| nce |            |              | nce |             |             |
| G   |            |              | G   |             |             |
| oal |            |              | oal |             |             |
+-----+------------+--------------+-----+-------------+-------------+
| \[N |            |              | \[N |             |             |
| ame |            |              | ame |             |             |
| of  |            |              | of  |             |             |
| Pe  |            |              | Pe  |             |             |
| rfo |            |              | rfo |             |             |
| rma |            |              | rma |             |             |
| nce |            |              | nce |             |             |
| G   |            |              | G   |             |             |
| oal |            |              | oal |             |             |
| 1\] |            |              | 2\] |             |             |
+-----+------------+--------------+-----+-------------+-------------+
| Ye  | Total      | Target       | Ye  | Total       | Target      |
| ars | Market     | Market       | ars | Market      | Market      |
|     |            |              |     |             |             |
|     | (all       | (Rural       |     | (all        | (Rural      |
|     | in         | Areas)       |     | i           | Areas)      |
|     | vestments/ |              |     | nvestments/ |             |
|     |            |              |     |             |             |
|     | a          |              |     | assistance) |             |
|     | ssistance) |              |     |             |             |
+-----+------------+--------------+-----+-------------+-------------+
| 1   |            |              | 1   |             |             |
+-----+------------+--------------+-----+-------------+-------------+
| 2   |            |              | 2   |             |             |
+-----+------------+--------------+-----+-------------+-------------+
| 3   |            |              | 3   |             |             |
+-----+------------+--------------+-----+-------------+-------------+
| 4   |            |              | 4   |             |             |
+-----+------------+--------------+-----+-------------+-------------+
| 5   |            |              | 5   |             |             |
+-----+------------+--------------+-----+-------------+-------------+

+-----+------------+--------------+---+-----+-------------+-------------+
| Pe  |            |              |   | Pe  |             |             |
| rfo |            |              |   | rfo |             |             |
| rma |            |              |   | rma |             |             |
| nce |            |              |   | nce |             |             |
| G   |            |              |   | G   |             |             |
| oal |            |              |   | oal |             |             |
+-----+------------+--------------+---+-----+-------------+-------------+
| \[N |            |              |   | \[N |             |             |
| ame |            |              |   | ame |             |             |
| of  |            |              |   | of  |             |             |
| Pe  |            |              |   | Pe  |             |             |
| rfo |            |              |   | rfo |             |             |
| rma |            |              |   | rma |             |             |
| nce |            |              |   | nce |             |             |
| G   |            |              |   | G   |             |             |
| oal |            |              |   | oal |             |             |
| 3\] |            |              |   | 4\] |             |             |
+-----+------------+--------------+---+-----+-------------+-------------+
| Ye  | Total      | Target       |   | Ye  | Total       | Target      |
| ars | Market     | Market       |   | ars | Market      | Market      |
|     |            |              |   |     |             |             |
|     | (all       | (Rural       |   |     | (all        | (Rural      |
|     | in         | Areas)       |   |     | i           | Areas)      |
|     | vestments/ |              |   |     | nvestments/ |             |
|     |            |              |   |     |             |             |
|     | a          |              |   |     | assistance) |             |
|     | ssistance) |              |   |     |             |             |
+-----+------------+--------------+---+-----+-------------+-------------+
| 1   |            |              | 1 |     |             |             |
+-----+------------+--------------+---+-----+-------------+-------------+
| 2   |            |              | 2 |     |             |             |
+-----+------------+--------------+---+-----+-------------+-------------+
| 3   |            |              | 3 |     |             |             |
+-----+------------+--------------+---+-----+-------------+-------------+
| 4   |            |              | 4 |     |             |             |
+-----+------------+--------------+---+-----+-------------+-------------+
| 5   |            |              | 5 |     |             |             |
+-----+------------+--------------+---+-----+-------------+-------------+

225\. Working with Rural Area community-based organizations.

225.1 Describe how you intend to work with community-based organizations
and local entities (including local economic development companies,
local lenders, and local investors) in your targeted Rural Areas to
solicit deals and to provide capital and Operational Assistance.

225.2 Name some of the organizations with which you expect to work,
including contact names, addresses and phone numbers. Very briefly,
describe the types of organizations they are, the geographic areas they
serve, and their purpose.

226\. How will the Operational Assistance resources that you will have
available to assist Smaller Enterprises affect the economic success of
the RBIC?

227\. State the ratio of investing you anticipate in Smaller Enterprises
(including Small Business Concerns) versus other Enterprises (See
§4290.700).

+-----------------------------+------+-------------------------+------+
| Smaller Enterprises/        | \%   | Other Enterprises       | \%   |
|                             |      |                         |      |
| Small Business Concerns     |      |                         |      |
+-----------------------------+------+-------------------------+------+

**Section 3. Operational Assistance (OA) Grant**

*Answer all questions in this Section 3 in their entirety when initially
submitting the application. Limit your narrative response to each
question or sub-question to 8 lines, 12 pt. Times Roman, using the
pre-set margins. Please do not exceed the designated size limits unless
otherwise instructed.*

301\. State the term (in years) of the Operational Assistance grant you
seek from SBA (see §4290.2000(d)).

302\. Discuss the relevance of this time period to your investment cycle
and strategy.

303\. Describe the need for Operational Assistance in the Rural Area
targeted by your RBIC.

304\. Discuss the types of Operational Assistance you propose to provide
and describe how you will provide Operational Assistance to Smaller
Enterprises in which you will make or expect to make Developmental
Venture Capital investments.

305\. Indicate in percentages a breakdown of how you anticipate using
your Operational Assistance grant resources.

  ------------------------------ ------- ------------------------- -------
  Operational Assistance used to \%      Operational Assistance    \%
  prepare potential investments          used to improve the       
  for financing.                         performance of portfolio  
                                         concerns after initial    
                                         investment.               

  ------------------------------ ------- ------------------------- -------

306\. Discuss whether and to what extent you intend to provide
Operational Assistance directly through your staff or through outside
entities and how you plan to provide Operational Assistance through the
use of licensed professionals when necessary. To the extent known,
identify all such outside entities and professionals.

307\. Compliance with Operational Assistance rules and regulations.

> 307.1 Who will be the project director for your OA grant, i.e., the
> person having primary responsibility for administering, reporting and
> ensuring compliance with all applicable rules and regulations
> governing the grant?

2.  Will the project director be a full-time or part-time employee?

    309.3 Will the project director also be a principal in the RBIC? (If
    so, complete Exhibits C through H for this person.)

> 309.4 What procedures do you intend to use to ensure that the
> structure and terms of each use of grant resources complies with all
> applicable rules and regulations?

308\. Provide a narrative (take up to one page) to correspond to your
proposed grant budget (see Exhibit X), briefly describing how you will
use your grant resources and justifying the amounts proposed in each
cost category.

**Section 4. operations, decision-making and Investment Oversight**

*Answer all questions in this Section 4 in their entirety when initially
submitting the application. Limit your narrative response to each
question or sub-question to 8 lines, 12 pt. Times Roman, using the
pre-set margins. Please do not exceed the designated size limits unless
otherwise instructed.*

**DEAL FLOW**

401\. After your first year of operations, per annum, how many business
plan submissions or PowerPoint presentations that fall somewhat within
your identified investing area do you expect to receive?

  -----------------------------------------------------------------------

  -----------------------------------------------------------------------

402 If you are receiving business plans at the current time, what is the
approximate level? (Indicate per month or per year).

  ------------ ---------- ---------------------------------------------- --
  **Current               **Not receiving a representative flow of plans 
  Flow**                  at this time **                               

  ------------ ---------- ---------------------------------------------- --

403\. If the principals are now operating a venture fund or equivalent,
of all of the business plans that have been received, plus any
investments that you may have seriously considered without initial
business plans, in what percentage has the fund invested? Also, state
the approximate time period that this response encompasses.

  --------- ----------- ------------ ----- ---------------------------- ----
  \%                    Years              **"X" if No Current Fund ** 

  --------- ----------- ------------ ----- ---------------------------- ----

404\. Discuss your primary marketing programs or strategies. (Take up to
10 lines.)

405\. Do you plan to pro-actively seek companies in specific industries?
If "yes", in 5 lines or less, describe such activities.

406\. After filing an Application or after being licensed, describe the
changes you expect in your deal flow and why it will change (if you
expect it to).

407\. Among the principals, how will the responsibility for deal
generation be allocated?

408\. Describe your procedures (existing or proposed) to log deal flow.
If your procedures are computerized, describe the software that you use
or intend to use.

409\. Describe your existing or proposed procedures for the processing
of proposals. Topics covered should include: (a) who reads each plan at
different stages in the evaluation process; (b) how you decide with whom
to meet; (c) how long it normally takes you to respond indicating
interest or not; (d) how many principals and/or associates meet with the
prospect; (e) if you have a preference for where the first meeting takes
place; (f) how the decision to proceed is made and what the criteria
are, and (g) how the entrepreneur is notified of the go/no-go decision?
(It is not necessary to utilize this specific outline, but utilize an
outline format and include all elements in your response. Take the space
required to answer this question, but *concentrate on the actions taken
relative to your criteria*. You will have answered questions on the
philosophy of investing elsewhere in this MAQ.)

**STAFFING**

410\. Activities and span of attention.

> 410.1 When your portfolio is at its peak, how many portfolio concerns
> do you contemplate being invested in, and by the time you have
> invested in your last concern, in total, ultimately into how many
> concerns do you think you will have invested?

  ---------------- ----------- ------ ------------------------ ------------
  **Peak**                            **Ultimate**             

  ---------------- ----------- ------ ------------------------ ------------

> 410.2 How active in portfolio concerns is it planned that the
> principals will be? Discuss when board seats and board committees will
> be sought, and when you would consider observer rights to be
> sufficient.
>
> 410.3 At your peak, how many portfolio concerns per principal do you
> contemplate for oversight, and how many board seats per principal do
> you contemplate? (You may answer this either on the basis "average per
> principal" or by principal name if there would be a measurable
> difference between principals.)
>
> 410.4 For each principal, how many board seats (including both
> corporate and non-corporate) are now occupied, and what will the
> drop-off be, if any, and over what period of time? Explain why there
> will or will not be a drop-off. (Take the space required.)

411\. Beyond the customary "free" advice provided by venture
capitalists, discuss the extent of any consulting services or active
management you will provide (other than those services funded through OA
resources). Specifically, identify areas in which you expect to supply
expertise. (When answering this question, please do not discuss the
typical activities performed by all VCs such as strategic planning,
recruiting management, and arranging financings and exits.)

> 411.1 Do you expect to charge for any of these services? If so,
> provide the basis and the approximate contemplated rates. (See
> §4290.900.)

412\. Do you intend to employ a full-time or part-time CFO? If so, will
this person be a principal? (If this person is identified prior to
licensing, it will be necessary to provide relevant exhibits as
determined in Exhibit B as part of the final document submission for
licensing.)

413\. Assuming a period 18 months after receiving a license, describe
the anticipated staffing of the management entity of the RBIC, either a
separate company or the RBIC itself if there is not a separate
investment advisor/manager. Give the title, and very briefly the duties
(four lines or less). You may answer this by category or by person (or a
mix). Indicate the number of positions (No.), the number which have
already been hired (H) those who have already been identified but not
yet hired (ID) and, using a location key, the geographic location of
Principals and staff (Loc)[^11].

  ------------ ---------------- ----------------- --- -------------- --------- ------- -------- ---------
  **Table 413.                                                                                  
  Staffing**                                                                                    

  **Title**                     **Duties &                           **No.**   **H**   **ID**   **Loc**
                                Compensation                                                    
                                Ranges**                                                        

  Principals                                                                                    

                                                                                                

                                                                                                

                                                                                                

                                                                                                

  **Totals**                                                                                    

  **Location                                                                                    
  Key**                                                                                         

  1            \[City, State\]                    2   \[City,                                   
                                                      State\]                                   
  ------------ ---------------- ----------------- --- -------------- --------- ------- -------- ---------

414\. Other than the investment advisor/manager, discuss the types and
extent of services performed for the RBIC by any affiliated entity and
the compensation arrangements. (Take up to ½ page to answer this
question, or state "N/A" if not applicable.)

415\. Advisors. (Take up to ½ page for all of 415.1 and 415.2, plus the
additional space required for bios in 415.3, using no more than ¼ page
per person.)

> 415.1 List all corporate, advisory or governance boards or committees
> to be utilized by the RBIC, and describe their contemplated roles,
> duties, and responsibilities. Describe how and why the members of any
> such boards or committees are selected. (If none are contemplated, so
> state and leave the balance of this question blank.)
>
> 415.2 For investment committee members and other important advisors
> who are not also principals and therefore are not required to complete
> Exhibit F, describe each person's Community Development Finance or
> Relevant Venture Capital Finance qualifications (see §4290.50).
>
> 415.3 Describe any compensation or portion of the carry being paid or
> allocated to any persons identified in this paragraph.
>
> 415.4 Insofar as persons have been selected for such committees or
> boards, provide their names, affiliations and very brief biographies.

416\. State the amount of square footage of office space that you expect
to occupy 18 months after being licensed and the anticipated rent per
square foot. Also, discuss any office-sharing arrangements that are
planned.

**DUE DILIGENCE AND DECISION-MAKING**

417\. Describe your due diligence procedures for prospective
investments, specifically indicating the type and extent of your
inquiries and research. Indicate how this responsibility is allocated
among principals, staff, committees, personnel from affiliated
organizations, and outside consultants. (Take up to a page, and *focus
on actions,* not philosophy*.* Also, please do not duplicate the
responses provided elsewhere in this document. In Exhibit P, include any
due diligence checklists, questionnaires, internal reports or financial
models, and investment committee documents that you utilize. Please
include no more than one example of each category of document.)

418\. If you intend to use outside consultants in your due diligence
process, state in which categories of expertise they will be used. If
there are ones that have been used in the past or whom you have
identified, for each firm, provide the company name, name of the key
contact, address and telephone number. Also, provide the approximate
average cost per project (portfolio concern) for which each firm will be
utilized, how many times per year, on average, you would anticipate
using each firm, and usage over prior years.

+-------------+-------------+---------+------------+---------+--------+
| **Table 418 |             |         |            |         |        |
| --          |             |         |            |         |        |
| Consultants |             |         |            |         |        |
| Utilized**  |             |         |            |         |        |
+-------------+-------------+---------+------------+---------+--------+
| > Firm Name |             |         | > Key      |         |        |
|             |             |         | > Contact  |         |        |
+-------------+-------------+---------+------------+---------+--------+
| > Key       |             |         | > Direct   |         |        |
| > Contact   |             |         | > Ph. No.  |         |        |
+-------------+-------------+---------+------------+---------+--------+
| > Area of   |             |         | > Address  |         |        |
| > Expertise |             |         |            |         |        |
+-------------+-------------+---------+------------+---------+--------+
| > Avg.      |             |         | > Avg.     |         |        |
| > Cost/Co., |             |         | >          |         |        |
| > Person or |             |         |  Times/Yr. |         |        |
| >           |             |         | > Utilized |         |        |
|  Engagement |             |         |            |         |        |
+-------------+-------------+---------+------------+---------+--------+
| > Number of |             |         | > No.      |         |        |
| > Times     |             |         | > Years    |         |        |
| > Used in   |             |         | > This     |         |        |
| > the Past  |             |         | > Covers   |         |        |
+-------------+-------------+---------+------------+---------+--------+

+-------------+-------------+---------+------------+---------+--------+
| **Table 418 |             |         |            |         |        |
| --          |             |         |            |         |        |
| Consultants |             |         |            |         |        |
| Utilized**  |             |         |            |         |        |
+-------------+-------------+---------+------------+---------+--------+
| > Firm Name |             |         | > Key      |         |        |
|             |             |         | > Contact  |         |        |
+-------------+-------------+---------+------------+---------+--------+
| > Key       |             |         | > Direct   |         |        |
| > Contact   |             |         | > Ph. No.  |         |        |
+-------------+-------------+---------+------------+---------+--------+
| > Area of   |             |         | > Address  |         |        |
| > Expertise |             |         |            |         |        |
+-------------+-------------+---------+------------+---------+--------+
| > Avg.      |             |         | > Avg.     |         |        |
| > Cost/Co., |             |         | >          |         |        |
| > Person or |             |         |  Times/Yr. |         |        |
| >           |             |         | > Utilized |         |        |
|  Engagement |             |         |            |         |        |
+-------------+-------------+---------+------------+---------+--------+
| > Number of |             |         | > No.      |         |        |
| > Times     |             |         | > Years    |         |        |
| > Used in   |             |         | > This     |         |        |
| > the Past  |             |         | > Covers   |         |        |
+-------------+-------------+---------+------------+---------+--------+

419\. Do you utilize a scoring system and/or checklists for evaluating
or scoring potential investments? (This is not referring to
due-diligence checklists, but rather a "go/no-go" type of list based on
the initial evaluation, either before or after a meeting with a
prospect.) If yes, include a copy of such forms in Exhibit P.

  -------------- -------------- -------------- -------------- --------------
  **Yes**                                      **No**         

  -------------- -------------- -------------- -------------- --------------

420\. Either in the form of questions that you ask yourselves when
another round of financing is needed and/or based upon a classification
system, discuss the *criteria* for deciding whether to make follow-on
investments? (Take up to 2/3 page for this response.)

421\. What are your *criteria* for termination or disposition of
portfolio concerns, under different circumstances, e.g., success, loss,
"living dead". In your response, factor in how the length of time that
an investment has been in your portfolio may affect your decision, if it
does. (Take up to a page for your answer.)

422\. Decision-making process. (When answering this question, take as
much space as required.)

> 422.1 Referring back to question 408, continue your narrative of the
> internal steps leading up to the point at which it is decided to put
> the investment prospect to a vote. (When answering this question,
> please concentrate on actions and criteria that may not be covered
> elsewhere in this document or in an Exhibit P.)
>
> 422.2 Reports. Before making an investment, will you require a
> substantive internally written report to be presented to the other
> voting members or will you rely upon a cover memo that accompanies the
> entrepreneur's business plan, or do you utilize some document or
> presentation in-between these types? Describe, indicating the
> anticipated length of the investment memos. In this discussion, be
> sure to clarify at what points in the process internal memos are
> written, and what key elements are embodied in each memo (if there is
> more than one). As relevant, you may shorten the discussion here by
> referring to enclosures in Exhibit P.
>
> 422.3 Meetings. (a) Will "buy" and "sell" decisions be made at
> periodic meetings or as required? Discuss, including mention of the
> frequency of the meetings, if applicable. (b) How will the agenda be
> determined? (c) Will the principals (and/or others involved in the
> buy/sell decisions) always or generally meet in person for this
> purpose, and do you intend to permit investment decisions to be made
> via a telephonic meeting? (You needn't utilize this outline, but
> answer all the points, and concentrate on actions and criteria.)
>
> 422.4 Describe how the decision-making process will be/is performed
> (both buy and sell), indicating the role of each principal in the
> process, and specifying the voting provisions, i.e., will, or do some
> people or committees have more voting power than others, or special
> rights such as veto rights; and are votes made through majority,
> super-majority, or unanimity? If there is a difference in the voting
> criteria for buy and sell decisions, discuss this aspect of this
> topic. (Be sure to cover all of these topics.)
>
> 422.5 After the closing, do you do (or plan to do) a closing
> investment memo? If so, what are the subjects that it will cover? (You
> may include enclosures in Exhibit P and refer to them if you wish to
> shorten your discussion here.)
>
> 422.6 What is your methodology or system for tracking changes in
> provisions of the investment agreement that may change on key dates?

423\. If any of the subjects in questions 415 and 422 are evidenced in
your legal documents (including your placement memorandum) please ensure
that the relevant documents containing these sections are included in
Exhibit O, *Offering Memoranda & Other Documents* and/or in Exhibit Q,
*Organizational Documents of RBIC*, as appropriate. In this space,
please state in which Exhibit the appropriate documents are located, and
provide the specific places where these references can be found.

**OVERSIGHT AND COMPLIANCE**

424\. What types of reports do you intend to require from portfolio
concerns in which you are the lead investor, and with what frequency?

425\. Beyond the use of email, provide any details on how you use, or
intend to utilize, computerized techniques for oversight, such as
computer-assisted tracking, and what software packages will be utilized,
if any.

426\. Describe which persons within your management group will have
responsibility for monitoring, including how the oversight emphasis may
vary for the different persons. Include a discussion of any
non-principals utilized for oversight activities, either staff or
advisors, excluding the OA project director. (Take up to 12 lines for
this response.)

427\. Which person(s) will have primary responsibility for SBA
reporting, for regulatory compliance, and be the key contact with the
assigned SBA analyst?

428\. Procedurally, how do you intend to ensure that the structure and
terms of each financing comply with USDA regulations?

**MISCELLANEOUS**

429\. Have you carefully reviewed all questions in all Sections to
ensure that each response does not exceed either 8 lines each or other
designated limits, except where explicitly otherwise noted, and that all
narrative responses are in Times Roman 12 pt.?

  -------------- -------------- -------------- -------------- --------------
  **Yes**                                      **No**         

  -------------- -------------- -------------- -------------- --------------

**Section 5. Legal and Financial Provisions of the RBIC**

*Answer questions in this section at the time of initial application
submission to the extent that information is available. If not answered
at that time, you must supply answers by the date specified by SBA.
Limit your narrative response to each question or sub-question to 8
lines, 12 pt. Times Roman, using the pre-set margins. Please do not
exceed the designated size limits unless otherwise instructed.*

*All questions must be answered to SBA's satisfaction prior to
licensing.*

**ECONOMIC INTERESTS**

501\. Allocations.

> 501.1 Provide a description of any formulas for carried interest
> allocations to be made directly or through bonus or profit sharing
> plans. (In the event that the RBIC is a drop-down from a parent
> venture fund and all of the carry takes place at the parent level,
> this question then applies to the parent.)
>
> 501.2 Describe the profit and loss allocations (to include bonus plans
> or profit sharing plans) between the investors, the general partners,
> any managing entities, employees, and any other persons or entities
> (other than management fees described in 502).
>
> 501.3 Vesting. Discuss any vesting provisions for carried interests,
> including different vesting schedules for different parties.
>
> 501.4 Describe any provisions for preferential distributions to any
> partners (other than SBA) and any clawback provisions between the
> principals and limited partners.

502\. Expenses.

> 502.1 Describe the formula for calculating the fees to be paid to the
> investment advisor/manager (see 7 CFR 4290.520 and SBIC Tech Note
> #7A), and discuss the allocation of expenses among the RBIC, the
> investment advisor/manager and the general partner or managing member,
> including allocation of overhead, legal fees, due diligence costs,
> etc. If the investment advisor/manager provides services to multiple
> venture funds, fully describe your policy and/or formulas for
> allocation of management fees among funds. Particularly note any
> wind-down provisions regarding expenses in any of the funds.
>
> 502.2 Describe your policies regarding the allocation of fees, such as
> transaction fees, investment banking fees, monitoring fees,
> directors\' fees, etc., between the RBIC and any management or other
> affiliated entities (see 7 CFR 4290.900 and SBIC Tech Note #7A).

**ORGANIZATIONAL STRUCTURE AND RELATIONSHIPS**

503\. Do you intend for your RBIC to be a "drop-down fund", i.e., a
subsidiary of another venture fund? (Note that this question refers
exclusively to parent venture capital funds and not to any other types
of entities.)

  -------------- -------------- -------------- -------------- --------------
  **Yes**                                      **No**         

  -------------- -------------- -------------- -------------- --------------

> 503.1 If "yes", answer the following questions. If "no", leave the
> balance of 404 blank.

+----------------+-----------------+---------------+------------------+
| **Table 503.1  |                 |               |                  |
| Parent Fund    |                 |               |                  |
| Data**         |                 |               |                  |
+----------------+-----------------+---------------+------------------+
| > Name of      |                 | > Address     |                  |
| > Parent Fund  |                 |               |                  |
+----------------+-----------------+---------------+------------------+
| > Key Contact  |                 | > Direct Ph.  |                  |
|                |                 | > No.         |                  |
+----------------+-----------------+---------------+------------------+
| > Email        |                 | > Fax Number  |                  |
| > Address      |                 |               |                  |
+----------------+-----------------+---------------+------------------+
| > Current      | \$              | > Anticipated | \$               |
| > Private      |                 | > Final       |                  |
| > Capital of   |                 | > Private     |                  |
| > Parent Fund  |                 | > Capital of  |                  |
|                |                 | > Parent Fund |                  |
+----------------+-----------------+---------------+------------------+
| > Amount       | \$              | > Amount of   | \$               |
| > Currently    |                 | > Unfunded    |                  |
| > Invested     |                 | > Commitments |                  |
+----------------+-----------------+---------------+------------------+
| > Amount to be | \$              | > Amount to   | \$               |
| > Dropped Down |                 | > Remain in   |                  |
| > into the     |                 | > Parent Fund |                  |
| > RBIC         |                 |               |                  |
+----------------+-----------------+---------------+------------------+

> 503.2 Describe the types of current investments made by the parent,
> and discuss how those investments, and future investments of the
> parent may either be different from the RBIC's investment strategy or
> how they will be similar. State what criteria will be utilized for
> determining into which fund an investment will be placed.
>
> 503.3 Describe any similarities or differences in the geographic areas
> in which the parent and the RBIC will invest.
>
> 503.4 Do you contemplate co-investing with the parent?

  -------------- -------------- -------------- -------------- --------------
  Yes                                          No             

  -------------- -------------- -------------- -------------- --------------

> 503.5 If "No", enter "N/A" for this question. If "Yes", after
> carefully reading §4290.50, definition of *Associate* and also
> §4290.730 *Financings which constitute conflicts of interest,* discuss
> how co-investments will be handled.
>
> 503.6 In "drop down" RBICs, SBA generally will require the investors
> in the parent fund to be added to the RBIC as Class B limited partners
> (or equivalent) and to make a stand-by commitment to the RBIC in
> support of the parent's commitment. Do you anticipate any difficulty
> in obtaining these investor commitments to the applicant? (See
> Addendum to Exhibit M, the *Capital Certificate* of SBA Form 2242*.)*

  ---------- ----- ------- -------- ------- ------- ---------------- -------
  Yes                      No                       Maybe            

  ---------- ----- ------- -------- ------- ------- ---------------- -------

> 503.7 If "Yes" or "Maybe", please describe the potential problems.

504\. Structure and relationships.

> 504.1 Describe the organizational structure of the RBIC and identify
> all individuals and entities that are Associates or Affiliates (see
> §4290.50) of the RBIC. Your description of the organizational
> structure should include the items listed in this Question 504. In
> Exhibit K, include organization charts that comply with the
> instructions in Exhibit K.
>
> 504.2 State the date and jurisdiction of formation for each entity
> specified above.
>
> 504.3 EIN of each entity, if issued.
>
> 504.4 State the initial life of the RBIC and provisions for extending
> the term.
>
> 504.5 Describe the final ownership structure of the RBIC and **ALL**
> related entities shown in the organization chart in Exhibit K,
> including percentage of ownership by each of the principals, investors
> with control and Control Persons (see §4290.50). (In this section, do
> not list any investors whose investments are solely financial, and who
> are not controlling investors. Such persons should be shown solely in
> Exhibit M, RBIC Capital Certificate.)
>
> 504.6 Describe all actual or anticipated contractual relationships
> between the persons and entities described in the organization
> structure. (You may omit non-material items which arise in the
> ordinary course of business for an entity, e.g., normal commercial
> banking relationships.)
>
> 504.7 Describe any Associate or Affiliate (see §4290.50) relationship
> between any officer, director, general partner, manager, or 10% owner
> of the RBIC and any other RBIC, NMVCC or SBIC.
>
> 504.8 Describe any potential conflicts of interest and the controls in
> place to protect the interests of the SBA and the RBIC's investors
> (see §4290.730).

505\. Management.

> 505.1 Using one line per name in the table below identify the roles of
> each individual or entity listed in Exhibit B, Table B1. In addition,
> list and identify the role of any other persons or entities that will
> participate in making management and/or investment decisions,
> specifically including any that are not included in the description of
> the RBIC's organizational structure.

  ----------------------------------- -----------------------------------
  Name                                Role

                                      

                                      
  ----------------------------------- -----------------------------------

> 505.2 Boards and committees.

(a) List all corporate, advisory or governance boards or committees you
    will utilize.

(b) Provide descriptions of the roles and responsibilities of any such
    boards or committees in the investment decision process,
    specifically discussing whether they will have any veto power over
    investment or other decisions.

(c) Identify all persons on any such board or committee, and list their
    names and affiliations and provide brief biographies.

(d) Describe how and why you will select the members of any such boards
    or committees.

(e) Describe the amount and source of any compensation you plan to pay
    members of such corporate, advisory, or governance boards or
    committees.

> 505.3 What is your plan for providing management succession over the
> life of the RBIC?
>
> 505.4 Describe any provisions regarding the termination (or material
> alteration) of any managing entity's management activity with respect
> to the RBIC (e.g., general partner, managing member and/or management
> company). Include descriptions of the circumstances under which a
> termination can occur and any persons that have right to cause a
> termination.
>
> 505.5 Describe any participation by the RBIC's investors in either the
> investment process or the governance of the RBIC, especially
> provisions for terminating the RBIC and removal or replacement of the
> RBIC's management.
>
> 505.6 Describe any provisions regarding the termination (or material
> alteration) of the compensation or other economic participation of a
> managing entity of the RBIC. Include descriptions of the circumstances
> under which a termination can occur, any persons that have right to
> cause a termination, and the economic effect of a termination.
>
> 505.7 Describe any provisions for adding a new managing entity to the
> RBIC. Include descriptions of any right to add (or veto or consent to
> the addition of) a new managing entity.
>
> 505.8 Describe any provisions regarding how the compensation and
> economic participation of a new managing entity in the RBIC will be
> established.

506\. Principals.

> 506.1 For each principal, describe the RBIC's (or managing entity's)
> carried interest provisions. Your description of how you will allocate
> the carried interest must identify all principals, employees, future
> participants, and other persons or entities that will participate in
> the carried interest (either directly or through bonus or profit
> sharing plans), and the formula or other basis for such allocations.
> Also, discuss any other economic participation plans related to the
> RBIC (e.g., consulting or other fees, or share ownership in a managing
> entity).
>
> 506.2 Discuss vesting provisions for both principals and
> non-principals. Describe any provisions regarding a material
> alteration (or termination) of the compensation or other economic
> participation of a RBIC principal or managing entity. Include
> descriptions of the circumstances under which a material alteration
> (or termination) of compensation or other economic participation can
> occur, identifying any persons who have right to cause such a
> termination.
>
> 506.3 Describe any provisions regarding the termination (or material
> alteration) of any principal's management activity with respect to a
> managing entity or the RBIC. Include descriptions of the circumstances
> under which a termination could occur, and any persons that have right
> to cause (or veto or consent to) a termination.
>
> 506.4 Describe any provisions for adding new principals to the RBIC or
> a managing entity. Include descriptions of any right to add (or veto
> or consent to the addition of) a new principal.
>
> 506.5 Describe any provisions regarding the compensation and economic
> participation of a new principal in the RBIC or managing entity.
>
> 503.6 Describe all direct and indirect investments by each principal
> in the RBIC and in any managing entity. Include a description of the
> amount and terms of each such investment.

507\. Co-investing (other than with a parent).

> 507.1 Describe your policies regarding personal investments by
> principals and/or other employees in portfolio concerns. (Some
> examples: \[a\] they may not be permitted to co-invest, \[b\] they may
> only invest in deals in which they are the lead for the firm, at their
> option, \[c\] they may invest in any deals, at their option, \[d\]
> they must co-invest in every deal in which they are the lead for the
> firm, or \[e\] all principals or leads for the firm must co-invest in
> all deals.)
>
> 507.2 If co-investing by principals or employees is permitted or
> required, will "hard" dollars or "soft" dollars be used? Discuss.
>
> 507.3 Other than a parent fund, provide details regarding any
> Affiliates and/or Associates that are likely to want to participate in
> RBIC investments. (Please specify the nature of the affiliation or
> association of the affiliated or associated entity. See definitions of
> *Associate* and *Affiliate* in §4290.50)

**OTHER LEGAL PROVISIONS**

508\. Reinvestment*.* Describe your policy with respect to reinvestment
of the proceeds from realized portfolio liquidity events, including
early realizations.

509\. Penalties. What are the penalty provisions, if any, to be imposed
on investors for failure to make commitments when called?

*\[End of Questionnaire\]*

[^1]: These are the definitions of the different lifecycle stages.
    ***Seed Stage.*** The initial stage. The company has a concept or
    product under development, but is probably not fully operational.
    Usually in existence less than 18 months. ***Early Stage.*** The
    company has a product or service in testing or pilot production. In
    some cases, the product may be commercially available. May or may
    not be generating revenues. Usually in business less than three
    years. ***Expansion Stage.*** Product or service is in production
    and commercially available. The company demonstrates significant
    revenue growth, but may or may not be showing a profit. Usually in
    business more than three years. ***Later Stage.*** Product or
    service is widely available. Company is generating on-going revenue;
    probably positive cash flow. If not profitable, usually likely to be
    within 12 months. ***Change of Control.*** Leverage buy-outs or
    management buy-outs such as spin-outs of operating divisions of
    public companies and ownership succession of private companies.
    ***Turnaround.*** Investment is made into a company that is failing,
    with the goal of making major operational and structural financial
    changes and achieving profitability. May include working with
    companies that are in bankruptcy or pre-bankruptcy.

[^2]: For the basis of these percentages, assume 200% leverage.

[^3]: If you don't plan to finance companies that do not have positive
    earnings, enter "N/A".

[^4]: Use "K" for thousands and "M" for millions.

[^5]: In filling out this table, please note that customarily the SBA
    will only advance one-half tier of leverage until the first
    examination has been held, which will be sometime within the first
    12 months after being licensed. Therefore, you should factor this
    constraint into your forecast.

[^6]: Number of financings, not number of companies financed.

[^7]: Use amount of Regulatory Capital stated in question 103.

[^8]: As a % of total Private Capital.

[^9]: As a % of total Leverage.

[^10]: If you include "Loan Payback" in your answer, the percentages can
    add up to over 100%.

[^11]: If there are more than two locations, add additional location
    cells at the bottom of the table. If a class of person is in more
    than one location, use a separate line for each location, and for
    principals, identify by name in each location.