Page:United States Statutes at Large Volume 94 Part 2.djvu/1006

 94 STAT. 2284

l5 USC 80a-2.

Profit-sharing P^^*^

PUBLIC LAW 96-477—OCT. 21, 1980

is approved by order of the Commission, upon application, on the basis that the terms of the loan are fair and reasonable and do not involve overreaching of such company or its shareholders or partners, "(k) It shall be unlawful for any person described in subsection (1)— "(1) acting as agent, to accept from any source any compensation (other than a regular salary or wages from the business development company) for the purchase or sale of any property to or for such business development company or any controlled company thereof, except in the course of such person's business as an underwriter or broker; or "(2) acting as broker, in connection with the sale of securities to or by the business development company or any controlled company thereof, to receive from any source a commission, fee, or other remuneration for effecting such transaction which exceeds— "(A) the usual and customary broker's commission if the sale is effected on a securities exchange; "(B) 2 per centum of the sales price if the sale is effected in connection with a secondary distribution of such securities; or "(C) 1 per centum of the purchase or sale price of such securities if the sale is otherwise effected, unless the Commission, by rules and regulations or order in the public interest and consistent with the protection of investors, permits a larger commission. "(1) The provisions of subsection (k) of this section shall apply to the following persons: "(1) Any affiliated person of a business development company. "(2)(A) Any person who is, within the meaning of section 2(a)(3) (B), (C), or (D), an affiliated person of any director, officer, employee, or member of an advisory board of the business development company. "(B) Any person who is, within the meaning of section 2(a)(3) (A), (B), (C), or (D), an eiffiliated person of any investment adviser of, general partner in, or person directly or indirectly either controlling, controlled by, or under common control with, the business development company. "(C) Any person who is, within the meaning of section 2(a)(3)(C), an affiliated person of any person who is an affiliated person of the business development company within the meaning of section 2(a)(3)(A). "(m) For purposes of subsections (a) and (d), a person who is a director, officer, or employee of a party to a transaction and who receives his usual and ordinary fee or salary for usual and customary services as a director, officer, or employee from such party shall not be deemed to have a financial interest or to participate in the transaction solely by reason of his receipt of such fee or salary. "(n)(l) Notwithstanding subsection (a)(4) of this section, a business development company may establish and maintain a profit-sharing plan for its directors, officers, employees, and general partners and such directors, officers, employees, and general partners may participate in such profit-sharing plan, if— "(A)(i) in the case of a profit-sharing plan for officers and employees of the business development company (including any officer or employee who is also a director of such company), such profit-sharing plan is approved by the required majority (as defined in subsection (o)) of the directors of or general partners in

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