Page:United States Statutes at Large Volume 94 Part 2.djvu/1005

 PUBLIC LAW 96-477—OCT. 21, 1980

94 STAT. 2283

"(3) the directors or general partners record in their minutes and preserve in their records, for such periods as if such records were required to be maintained pursuant to section 31(a), a description of such transaction, their findings, the information or materials upon which their findings were based, and the basis therefor. "(g) Notwithstanding subsection (a) or (d), a person may, in the ordinary course of business, sell to or purchase from any company merchandise or may enter into a lessor-lessee relationship with any person and furnish the services incident thereto. "(h) The directors of or general partners in any business development company shall adopt, and periodically review and update as appropriate, procedures reasonably designed to ensure that reasonable inquiry is made, prior to the consummation of any transaction in which such business development company or a company controlled by such business development company proposes to participate, with respect to the possible involvement in the transaction of persons described in subsections (b) and (e) of this section. "(i) Until the adoption by the Commission of rules or regulations under subsections (a) and (d) of this section, the rules and regulations of the Commission under sections 17(a) and (d) applicable to registered closed-end investment companies shall be deemed to apply to transactions subject to subsections (a) and (d) of this section. Any rules or regulations adopted by the Commission to implement this section shall be no more restrictive than the rules or regulations adopted by the Commission under sections 17(a) and (d) that are applicable to all registered closed-end investment companies. (j) Notwithstanding subsections (a) and (d) of this section, any director, officer, or employee of, or general partner in, a business development company may— (1) acquire warrants, options, and rights to purchase voting securities of such business development company, and securities issued upon the exercise or conversion thereof, pursuant to an executive compensation plan offered by such company which meets the requirements of section 61(a)(3)(B); and "(2) borrow money from such business development company for the purpose of purchasing securities issued by such company pursuant to an executive compensation plan, if each such loan— "(A) has a term of not more than ten years; "(B) becomes due within a reasonable time, not to exceed sixty days, after the termination of such person's employment or service; "(C) bears interest at no less than the prevailing rate applicable to 90-day United States Treasury bills at the time the loan is made; "(D) at all times is fully collateralized (such collateral may include any securities issued by such business development company); and "(E)(i) in the case of a loan to any officer or employee of such business development company (including any officer or employee who is also a director of such company), is approved by the required majority (as defined in subsection (o)) of the directors of or general partners in such company on the basis that the loan is in the best interests of such company and its shareholders or partners; or "(ii) in the case of a loan to any director of such business development company who is not also an officer or employee of such company, or to any general partner in such company,

inquiry procedures, ^evSw "

15 USC 80a-i7.

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