What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2010-03-22 compared with 2009-03-10 · 153 added, 157 removed, 100 unchanged (76% of the section changed)

Controls and Procedures

Evaluation of

Disclosure Controls and Procedures

Our Principal Executive Officer and Chief Financial Officer have evaluated the effectiveness of the

design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report.

Based upon that evaluation, the Principal Executive Officer and

Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed,

summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and such that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is

accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer have

evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report.

Based upon that evaluation,

the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of

1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and such that information required to be disclosed in our reports filed or submitted under the

Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Managements Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities Act of 1934.

Under the supervision

and with the participation of our management, including our Principal Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in

Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that evaluation, our management concluded that our internal control over financial reporting is effective as of

December 31, 2008.

Attestation Report of the Registered Public Accounting Firm

Our independent registered public accounting firm, Pender Newkirk & Company LLP, has issued an attestation report on the effectiveness of the

Companys internal control over financial reporting, which is set forth under the heading Report of Independent Registered Public Accounting Firm.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in

Rule 13a-15(f) under the Securities Act of 1934.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our

internal control over financial reporting based upon the framework in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that evaluation, our management concluded that

our internal control over financial reporting is effective as of December 31, 2009.

Attestation Report of the Registered Public

Accounting Firm

Our independent registered public accounting firm, Pender Newkirk & Company LLP, has issued an

attestation report on the effectiveness of the Companys internal control over financial reporting, which is set forth under the heading Report of Independent Registered Public Accounting Firm.

Changes in Internal Control over Financial Reporting

There was no significant change in our internal control over financial

reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934) that occurred during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over

financial reporting.

There was no significant change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934) that occurred during our most recently completed

fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

the conclusion of the term of his employment agreement, on March 1, 2009, Clifford M.

Gross, Ph.D, retired from the position of Chief Executive Officer of the Company.

In addition, Dr.

Gross, who is also the Chairman of our Board of

Directors, will not stand for re-election as a member of our Board of Directors at our 2009 annual meeting of stockholders.

Pursuant to the terms of his employment agreement, Dr.

Gross is entitled to receive a severance payment equal

to the number of years Dr.

Gross has worked for the Company times $100,000 per year, grossed-up to cover any tax liability on such severance payment.

Gross was employed by the company for 11.5 years.

In connection therewith, the Companys Board of Directors amended and restated UTEKs By-Laws to clarify that the President shall perform

the duties and shall have the powers of the Chief Executive Officer in the event that the Board of Directors has not appointed a Chief Executive Officer.

Not applicable.

Directors, Executive Officers and Corporate Governance

Information about our directors may be found under the caption NOMINEES in the Companys Proxy Statement for the 2009 Annual Meeting of

Stockholders (the Proxy Statement) to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 within 120 days from the fiscal year end.

Information about our executive officers may be found under the caption

EXECUTIVE OFFICERS in the Proxy Statement.

Information about the audit committee may be found under the captions MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES and MEMBERSHIP ON BOARD COMMITTEES in the Proxy

Information about beneficial ownership may be found under the caption SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE in the Proxy Statement.

All of the aforementioned information is incorporated herein by

Information about our directors may be found under the caption NOMINEES in the Companys Proxy Statement for the 2010 Annual Meeting of Stockholders (the Proxy Statement) to

be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 within 120 days from the fiscal year end.

Information about our executive officers may be found under the caption EXECUTIVE OFFICERS in the Proxy

Information about the audit committee may be found under the captions MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES and MEMBERSHIP ON BOARD COMMITTEES in the Proxy Statement.

Information about beneficial

ownership may be found under the caption SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE in the Proxy Statement.

All of the aforementioned information is incorporated herein by reference.

Code of Business Conduct and Ethics for Directors and Employees

We have adopted a Code of Business Conduct and Ethics for all of our directors and employees, including our Principal Executive Officer and Chief

Financial Officer.

We have posted a copy of our Code of Business Conduct and Ethics on our Internet website at www.utekcorp.com .

Any waivers of the Code of Business Conduct and Ethics must be approved, in advance, by our full Board of

Any amendments to, or waivers from the Code of Business Conduct and Ethics that apply to our executive officers and directors will be posted on our Internet website located at www.utekcorp.com .

We have adopted a Code of Business Conduct and Ethics for all of our directors and employees, including our Chief Executive Officer and Chief Financial Officer.

We have posted a copy of our Code of

Business Conduct and Ethics on our Internet website at www.innovaro.com .

Any waivers of the Code of Business Conduct and Ethics must be approved, in advance, by our full Board of Directors.

Any amendments to, or waivers from the Code of

Business Conduct and Ethics that apply to our executive officers and directors will be posted on our Internet website located at www.innovaro.com .

Executive Compensation

information set forth under the captions DIRECTOR COMPENSATION, EXECUTIVE COMPENSATION, COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION and COMPENSATION COMMITTEE REPORT in the Proxy

Statement is incorporated herein by reference.

The information set forth under the captions DIRECTOR COMPENSATION, EXECUTIVE COMPENSATION, COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION and

COMPENSATION COMMITTEE REPORT in the Proxy Statement is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

1 unchanged sentence

Securities Authorized For Issuance under Equity Compensation Plans

As of December 31, 2008, we had two stock option plans under which shares of our common stock were authorized for issuance.

The following table summarizes information about the Companys equity incentive plans as of December 31, 2009:

Plan category

Number of securities to be

issued upon exercise of

issued upon exercise

outstanding options, warrants

5 unchanged sentences

future issuance under equity

compensation plans

(excluding securities

3 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence

The information set forth under the captions CERTAIN RELATIONSHIPS AND TRANSACTIONS and DIRECTOR INDEPENDENCE in the Proxy

Statement is incorporated herein by reference.

The information set forth under the captions CERTAIN RELATIONSHIPS AND TRANSACTIONS and DIRECTOR INDEPENDENCE in the

Proxy Statement is incorporated herein by reference.

Principal Accountant Fees and Services

The information set forth under the captions FEES BILLED TO THE COMPANY BY REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM and POLICY ON PRE-APPROVAL OF SERVICES PROVIDED BY REGISTERED INDEPENDENT

PUBLIC ACCOUNTING FIRM in the Proxy Statement is incorporated herein by reference.

The information set forth under the captions FEES BILLED TO THE COMPANY BY REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM and POLICY ON PRE-APPROVAL OF SERVICES PROVIDED BY REGISTERED

INDEPENDENT PUBLIC ACCOUNTING FIRM in the Proxy Statement is incorporated herein by reference.

Exhibits and Financial Statement Schedules

(a) Documents filed as part of this report:

The following Financial Statements of UTEK Corporation are contained in Item 8

of this Form 10-K:

Consolidated Statements of Assets and Liabilities at December 31, 2008 and 2007

Consolidated Statements of Operations for the years ended December 31, 2008, 2007 and 2006

Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006

Consolidated Statements of Changes in Net Assets for the years ended December 31, 2008, 2007 and 2006

Consolidated Schedule of Investments at December 31, 2008 and 2007

The following Financial Statements

of UTEK Corporation are contained in Item 8 of this Form 10-K:

Consolidated Balance Sheet as of December 31, 2009 and Consolidated Statement of Assets and Liabilities as of December 31, 2008

Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended December 31, 2009, the nine months ended

September 30, 2009, and the years ended December 31, 2008 and 2007

Consolidated Statements of Stockholders Equity (Deficit) and Comprehensive Income (Loss) for the years ended December 31, 2009, 2008 and

Consolidated Statements of Cash Flows for the three months ended December 31, 2009, the nine months ended September 30, 2009, and the years

ended December 31, 2008 and 2007

Consolidated Statements of Changes in Net Assets for the nine months ended September 30, 2009 and the years ended December 31, 2008 and 2007

Consolidated Schedule of Investments for the year ended December 31, 2008

Notes to Consolidated Financial Statements

Selected Per Share Data and Ratios for the years ended December 31, 2008, 2007, 2006, 2005, and 2004

Selected Per Share Data and Ratios for the nine months ended September 30, 2009 and the years ended December 31, 2008, 2007, 2006 and 2005

Report of Independent Registered Public Accounting Firm

3 unchanged sentences

Schedule 12-14 of Investments in and Advances to Affiliates

In addition, there may be

additional schedules not provided because (i) such schedules are not required or (ii) the information required has been presented in the aforementioned financial statements.

The following exhibits are filed with this report or are incorporated herein by reference to a prior filing, in accordance with Rule 12b-32 under the

Securities Exchange Act of 1934:

In addition, there may be additional schedules not provided because (i) such schedules are not required or (ii) the information required has

been presented in the aforementioned financial statements.

The following exhibits are filed with this report or are

incorporated herein by reference to a prior filing, in accordance with Rule 12b-32 under the Securities Exchange Act of 1934:

Certificate of Incorporation, dated July 6, 1999, as filed and recorded with the Secretary of State of the State of Delaware on July 13, 1999.

(Incorporated by reference to Exhibit 3.1

filed with the Companys registration statement on Form N-2 (File No.

333-93913) filed with the Commission on December 30, 1999.)

(Incorporated by

reference to Exhibit 3.1 filed with the Companys registration statement on Form N-2 (File No.

333-93913) filed on December 30, 1999.)

Certificate of Amendment to Certificate of Incorporation, dated October 14, 1999, as filed and recorded with the Secretary of State of the State of Delaware on October 15, 1999.

(Incorporated by reference to Exhibit 3.2 filed with the Companys registration statement on Form N-2 (File No.

333-93913) filed with the Commission on December 30, 1999.)

333-93913) filed on December 30, 1999.)

By-Laws of UTEK Corporation.

(Incorporated by reference to Exhibit 3.3 filed with the Companys registration statement on Form N-2 (File No.

333-93913) filed with the Commission on

December 30, 1999.)

333-93913) filed on December 30,

Certificate of Amendment to Certificate of Incorporation dated July 23, 2001, as filed and recorded with the Secretary of State of the State of Delaware on July 24, 2001.

(Incorporated

by reference to Exhibit 3.4 to the Companys Form 10-K filed with the Commission on April 1, 2002.)

(Incorporated by reference to Exhibit 3.4 to the Companys Form 10-K filed on April 1, 2002.)

Certificate of Amendment to Certificate of Incorporation dated June 12, 2007, as filed and recorded with the Secretary of State of the State of Delaware on July 12, 2007.

(Incorporated

by reference to Exhibit 3.1 to the Companys Form 10-Q filed with the Commission on August 6, 2007.)

Certificate of Amendment to By-Laws dated February 27, 2008, to be filed and recorded with the Secretary of State of the State of Delaware.

(Incorporated by reference to Exhibit 3.1 to the Companys Form 10-Q filed on August 6, 2007.)

Certificate of Amendment to By-Laws dated February 26, 2008.

(Incorporated by reference to Exhibit 3.6 to the Companys Form 10-K filed on March 10, 2009.)

UTEK Corporation Amended and Restated Employee Stock Option Plan.

(Incorporated by reference to Exhibit A filed with the Companys Proxy Statement filed on June 30,

(Incorporated by reference to Exhibit A filed with the Companys Proxy Statement filed on April 30, 2009.)

UTEK Corporation Amended and Restated Non-Qualified Stock Option Plan.

(Incorporated by reference to Appendix C to Schedule 14A to the Companys Form 10-Q for the quarter ended

June 30, 2005.)

(Incorporated by reference to Exhibit C to the Companys Proxy Statement filed on April 29,

Form of Incentive Stock Option Agreement.

(Incorporated by reference to Exhibit 10.1 to the Companys Form 10-Q for the quarter ended June 30, 2005.)

Corporate Custody Agreement dated May 29, 2003 between UTEK Corporation and Bank of Tampa.

(Incorporated by reference to Exhibit 99.j filed with the Companys Registration Statement on

Form N-2 on October 26, 2005.)

Corporate Custody Agreement dated July 18, 2006 between UTEK Corporation and Gunn Allen Financial, Inc.

(Incorporated by reference to Exhibit 99.i.l filed with the Companys

Registration Statement on Form N2/A on July 19, 2006.)

Employment Agreement between UTEK Corporation and Doug Schaedler dated February 16, 2009.

(Incorporated by reference to Exhibit 10.1 to the Companys Form 10-Q filed on August 9, 2005.)

Employment Agreement between UTEK Corporation and Doug Schaedler dated November 20, 2010.

(Incorporated by reference to Exhibit No.

10.1 filed with the Companys Form 8-K filed on

February 17, 2009.

10.1 to the Companys Form 8-K filed on

November 23, 2010.)

Employment Agreement between UTEK Corporation and Sam Reiber dated February 5, 2010.

(Incorporated by reference to Exhibit No.

10.2 filed with the Companys Form 8-K filed on

February 17, 2009.

Employment Agreement between UTEK Corporation and Carole Wright dated February 16, 2009.

(Incorporated by reference to Exhibit No.

10.3 filed with the Companys Form 8-K filed on

February 17, 2009.

(Incorporated by reference to Exhibit 10.2 to the Companys Form 8-K filed on February 8,

Separation Agreement dated April 8, 2009.

(Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on April 13, 2009.)

Note and Warrant Purchase Agreement between UTEK Corporation and Gators Lender, LLC dated October 22, 2009.

(Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K

filed on October 28, 2009.)

$1,750,000 Promissory Note between UTEK Corporation, UTEK Real Estate Holdings, Inc.

and Gators Lender, LLC dated October 22, 2009.

(Incorporated by Reference to Exhibit 10.2 to the

Companys Form 8-K filed on October 28, 2009.)

Warrant Agreement between UTEK Corporation and Gators Lender, LLC dated October 22, 2009.

(Incorporated by reference to Exhibits 10.3 to the Companys Form 8-K filed on October

Absolute Guaranty of Payment and Performance by Cortez 114, LLC, Ybor City Group, Inc., 22 nd Street of Ybor City, Inc., ABM of Tampa Bay, Inc.

and UTEK Europe, Ltd.

in favor of Gators Lender, LLC dated October

(Incorporated by reference to Exhibit 10.4 to the Companys Form 8-K filed on October 28, 2009.)

Mortgage and Security Agreement by Cortez, LLC for the benefit of Gators Lender, LLC dated October 22, 2009.

(Incorporated by reference to Exhibit 10.5 to the Companys Form

8-K filed on October 28, 2009.)

Environmental Indemnity Agreement by UTEK Corporation, UTEK Real Estate Holdings, Inc.

and Cortez 114, LLC in favor of Gators Lender, LLC dated October 22, 2009.

(Incorporated by

reference to Exhibit 10.6 to the Companys Form 8-K filed on October 28, 2009.)

Substitution of Collateral Agreement among UTEK Corporation, UTEK Real Estate Holdings, Inc., Cortez 114, LLC and Gators Lender, LLC dated February 26, 2010.

(Incorporated by

reference to Exhibit 10.1 to the Companys Form 8-K filed on March 5, 2010.)

Membership Interest Pledge Agreement among UTEK Real Estate Holdings, Inc., Cortez 114, LLC and Gators Lender, LLC dated February 26, 2010.

(Incorporated by reference to Exhibit

10.2 to the Companys Form 8-K filed on March 5, 2010.)

Amended and Restated Promissory Note made by UTEK Real Estate Holdings, Inc.

in favor of Gators Lender, LLC dated February 26, 2010.

(Incorporated by reference to Exhibit 10.3 to

the Companys Form 8-K filed on March 5, 2010.)

Release of Mortgage by Gators Lender, LLC for the benefit of Cortez 114, LLC dated February 26, 2010.

(Incorporated by reference to Exhibit 10.4 to the Companys Form 8-K

filed on March 5, 2010.)

$3,000,000 Promissory Note between Ybor City Group, Inc.

and The Bank of Tampa dated May 1, 2008.

$1,500,000 Mortgage and $1,500,000 Mortgage Note between Ybor City Group, Inc.

Buchman, Trustee dated September 30, 2005.

Note and Mortgage Modification Agreement between Ybor City Group, Inc., 22 nd Street of Ybor City, Inc., and ABM of Tampa Bay, Inc.

Buchman, Trustee dated February 16,

Employment Agreement between UTEK Corporation and Peter Skarzynski dated April 17, 2008.

UTEK - Strategos Bonus Plan dated April 10, 2008.

Computation of per share earnings is included in Item 8 of this Form 10-K.

Code of Ethics.

(Incorporated by reference to Exhibit 99.1 to the Companys Form 10-K for the year ended December 31, 2006.)

Subsidiaries of the registrant, and jurisdiction of incorporation/organization:

UTEK Europe, Ltd., - United Kingdom, UTEK ip , Ltd.

- Israel, Innovaro, Ltd.

- United Kingdom,

Pharmalicensing, Ltd.

- United Kingdom, Carmi, Inc.

- United States, and Social Technologies, Group, Inc.

- United States.

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.

List of subsidiaries of UTEK Corporation.

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 USC.

Section 1350.

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 USC.

Section 1350.

Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.

Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 USC.

Section 1350.

Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.

Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 USC.

Section 1350.

Filed Herewith.

Pursuant to the requirements of Section 13 or 15(d) Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its

behalf by the undersigned, thereunto duly authorized on March 2, 2009.

Pursuant to the requirements of Section 13 or 15(d) Securities Exchange Act of 1934, the Registrant has duly caused this Report to be

signed on its behalf by the undersigned, thereunto duly authorized on March 22, 2010.

UTEK CORPORATION

Douglas Schaedler

President and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been

signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Title (Capacity)

Douglas Schaedler

President and Director

Chief Executive Officer

(Principal Executive Officer)

1 unchanged sentence

/s/ C AROLE R.

Chief Financial Officer

(Principal Financial and Accounting Officer)

March 2, 2009

/s/ C LIFFORD M.

Chief Financial Officer (Principal

Financial and Accounting Officer)

March 22, 2010

/s/ K EITH A.

March 22, 2010

C ALLEN -H AMILTON

Holly Callen-Hamilton

C ALLEN - HAMILTON

Callen-Hamilton

March 22, 2010

G YIMAH -B REMPONG

G YIMAH - BREMPONG

Kwabena Gyimah-Brempong

March 22, 2010

Arthur Chapnik

March 22, 2010

/s/ K EITH A.

Henry Chesbrough

March 22, 2010

Francis Maude

March 22, 2010

Mark Radcliffe

March 22, 2010

Schedule 12-14

UTEK CORPORATION

Schedule of Investments in and Advances to Affiliates

Schedule of Investments in and

Advances to Affiliates

Portfolio Company and Investment

September 31,

of Interest or

Reductions(3)

September 30,

Affiliate Investments

4 unchanged sentences

Tesla Vision Corp.

(Manakoa Services Co.)

(Manakoa Services Corp.)

Preferred Series B stock

Material Technologies, Inc.

MATECH Corporation (Material Technologies, Inc.)

Preferred Series E stock

1 unchanged sentence

NeoStem, Inc.

Stealth MediaLabs, Inc.

Cyberlux Corporation

Preferred Series C stock

DME Interactive Holdings, Inc.

Cytodyn, Inc.

1 unchanged sentence

Cargo Connection Logistics Holdings, Inc.

Eclips Energy Technologies, Inc.

(World Energy Solutions, Inc.)

1 unchanged sentence

Avalon Oil and Gas, Inc.

Pathway One Plc

USTelematics, Inc.

American Soil Technologies, Inc.

Industrial Biotechnology Corporation

RIM Semiconductor Company

NetFabric Holdings, Inc.

NutriPure Beverages, Inc.

(Liberty Diversified Holdings, Inc)

Preferred Series B stock

Technology Capital Services, LLC

Total Investments in Affiliate Investments

Portfolio Company and Investment

of Interest or

Reductions(3)

Control Investments

1 unchanged sentence

Klegg Electronics, Inc

World Energy Solutions, Inc.

Ybor City Group, Inc.

(privately held)

Demand note, interest rate @ 5%

Total Investment in Control Investment

1 unchanged sentence

statements including the schedule of investments.

(1) All of the listed securities with the exception of the demand note

issued by Ybor City Group, Inc.

are generally non-income producing.

In addition all of the listed securities are restricted securities within the meaning of Rule 144 of the Securities Act of 1933.

In some cases, preferred stock may also

be non-income producing.

The principal amount for debt and the number of shares of common stock and preferred stock is shown in the Schedule of Investments as of December 31, 2008.

(2) Gross additions include increases in the cost basis of investments resulting from new portfolio investments, and the movement of an

existing portfolio company into this category from a different category.

All of the listed securities are generally non-income producing.

In addition, all of the listed securities are restricted securities within the meaning of

Rule 144 of the Securities Act of 1933.

In some cases, preferred stock may also be non-income producing.

The principal amount for debt and the number of shares of common stock and preferred stock is shown in the Schedule of Investments as of

September 30, 2009 included in the Companys September 30, 2009 quarterly report on Form 10-Q.

Gross additions include increases in the cost basis of investments resulting from new portfolio investments and the movement of an existing portfolio company into this

category from a different category.

Gross additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation.

(3) Gross reductions include decreases in the cost basis of investments resulting from the sale of portfolio investments, and the movement

of an existing portfolio company out of this category into a different category.

Gross reductions include decreases in the cost basis of investments resulting from the sale of portfolio investments and the movement of an existing portfolio company

out of this category into a different category.

Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation.

(4) During the year ended December 31, 2008, the Company reclassified this investment from Control investments to Affiliate

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures