Court filing
Exhibit A - Form 159 — Agent Fee Litigation (Dkt. 90.1)
Summary
Exhibit A, a blank SBA Form 159 Fee Disclosure and Compensation Agreement for use with the 7(a) and 504 loan programs, filed as a court exhibit in the agent fee litigation. The form, OMB Control No. 3245-0201 with an expiration date of 08/31/2021, is used to identify agents and the fees paid to them by or on behalf of a small business applicant under 15 U.S.C. 642. Its instructions set out which services must be disclosed and require supporting documents when compensation exceeds $2,500, and state that the SBA does not allow contingency fees. It contains certifications for the applicant, the agent and the SBA lender, a warning citing 18 U.S.C. § 1001, and a Systems of Record notification. The form runs three pages.
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Fee Disclosure and Compensation Agreement OMB Control No. 3245-0201
For use with 7(a) and 504 Loan Programs Expiration Date: 08/31/2021
Purpose of this form: The purpose of this form is to identify Agents and the fees and/or compensation paid to Agents by
or on behalf of a small business applicant (“Applicant”) for the purpose of obtaining or expediting an application for a
loan guaranteed by the U.S. Small Business Administration (SBA). This is a statutory requirement under 15 U.S.C. 642.
See 13 CFR Parts 103 and 120 and SBA’s Standard Operating Procedure 50 10 for the rules governing compensation of
Agents or SBA Lenders in connection with an SBA loan.
Who must complete this form?: This form must be completed and signed by the SBA Lender and the Applicant whenever
an Agent is paid by either the Applicant or the SBA Lender in connection with the SBA loan application. Each Agent paid
by the Applicant to assist it in connection with its application must also complete and sign the form. When an Agent is
paid by the SBA Lender, the SBA Lender must complete this form and the SBA Lender and Applicant must both sign the
form. The SBA Lender must inform the Applicant in writing that the Applicant is not required to employ an Agent or
representative (including the SBA Lender) to assist the Applicant with the SBA loan application.
Compensation must be disclosed on this form for the following services:
1. Loan packaging services, as defined in SOP 50 10, performed by an SBA Lender or other third party (This
includes services performed by an individual/entity that is a Lender Service Provider (LSP) (7(a) only) or has an
SBA-approved Professional Services Contract (504 only) with the SBA Lender who is acting as a loan packager
or referral agent employed by the Applicant);
2. Financial statement preparation specifically for the loan application; and/or
3. Consulting, Broker, or Referral services paid by the Applicant, SBA Lender, or Third Party Lender (504 only).
Fees paid to the following individuals for their services in connection with the SBA loan application are not required to be
disclosed on this form:
1. Applicant’s accountant performing services in the normal course of business;
2. Any attorney in connection with the 7(a) or 504 loan closing;
3. A state-certified or state-licensed appraiser employed by the SBA Lender to appraise collateral;
4. An LSP performing services for the Lender under an SBA-reviewed LSP agreement (7(a) only) or an individual
performing services for the CDC under an SBA-approved professional services contract (504 only);
5. An individual employed by the SBA Lender to perform a business valuation in connection with the SBA loan;
6. An environmental professional employed by the SBA Lender to conduct an environmental assessment of the
collateral; and/or
7. A real estate agent who is receiving a commission for the sale of real estate.
Instructions for completing this form: The Agent must be identified, all services provided must be listed, and the party
paying the fee and amount paid must also be disclosed (and itemized, when required). The SBA Lender must ensure that
the Agent performing services is not debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from participation in this transaction by any Federal department or Agency. (See www.sam.gov.) The SBA does
not allow contingency fees (fees paid only if the loan is approved) or charges for services which are not reasonably
necessary in connection with an application. A separate form is required for each Agent (including an SBA Lender when
the SBA Lender performs packaging services) that has or will receive compensation as part of the transaction. However,
all of the services provided by the same Agent may be listed on a single form.
If the compensation paid exceeds $2,500, the Agent must provide supporting documents that include: 1) a detailed
explanation of the work performed; and 2) the hourly rate(s) and the number of hours spent working on each activity. The
SBA Lender must ensure that the supporting documents are attached to this form. When a single provider charges an
Applicant in connection with multiple applications, fees are aggregated to establish the $2,500 threshold for requiring
supporting documents and a detailed explanation. Supporting documents and a detailed explanation are required even if
the compensation is charged on a percentage basis.
All SBA Lenders must retain the original Form 159 in the loan file. 7(a) Lenders must submit a copy of each completed
Form 159 to Fiscal Transfer Agent only once after there has been an initial disbursement on the loan in conjunction with
its monthly 1502 report. CDCs must submit a copy of each completed Form 159 to SBA in its Annual Report for all of the
504 loans closed during the fiscal year being reported.
SBA Form 159 (04-18) Previous Editions Obsolete Page 1 of 3
Fee Disclosure and Compensation Agreement OMB Control No.: 3245-0201
For use with 7(a) and 504 Loan Programs Expiration Date: 08/31/2021
7(a) loan 504 loan
SBA Loan Name: ____________________________________________________________________________________________
SBA Loan Number (no spaces): ______________________ SBA Lender FIRS (no spaces): _______________________
SBA Lender Legal Name: _____________________________________________________________________________________
Services Performed by (Name of Agent): ________________________________________________________________________
Agent Contact Person: ________________________________________________________________________________________
Agent Address: ______________________________________________________________________________________________
Type of Agent:
SBA Lender Consultant Third Party Lender (“TPL”)
Independent Loan Packager Accountant preparing financial Other: _______________________
statements specifically for SBA loan
Referral Agent/Broker
application
Type of Service Amount Paid by Applicant* Amount Paid by SBA Lender*
Loan packaging
Financial statement preparation for loan application
Broker or Referral services
Consultant services
Other: ____________________________________
*The Agent may not be compensated by both Applicant and SBA Lender for the same service. Furthermore, any Agent
employed by the SBA Lender must be paid by the SBA Lender and those fees cannot be passed on to the Applicant.
Total compensation paid by: Applicant: $__________________ SBA Lender: $________________
Itemization and supporting documentation is attached. (Itemization and supporting documentation is required if the compensation
paid exceeds $2,500. Itemization must include: 1) a detailed explanation of the work performed; and 2) the hourly rate and the
number of hours spent working on each activity.) Note: SBA, in its discretion, may request an itemization and supporting
documentation for any fee charged in connection with an SBA loan application, regardless of the amount.
For 504 loans only:
CDC received referral fee from a TPL Amount of Fee: $__________________________________
TPL Name: ________________________________________________________________________________________________
TPL Address: ______________________________________________________________________________________________
WARNING: False certifications can result in criminal prosecution under 18 U.S.C. § 1001 and other penalties provided under law.
Violation of any of the SBA Loan Program Requirements regarding SBA Form 159 and the related activities by the SBA Lender and/or an
Agent may result in SBA’s suspension or revocation of the privilege of conducting business with the SBA under 13 CFR Part 103.
Applicant’s Certifications: By signing this form, the Applicant certifies to SBA that the above representations and amounts are the
only amounts paid (or that will be paid) by the Applicant in connection with the stated services and are satisfactory to the Applicant.
The Applicant further certifies that a separate compensation agreement (SBA Form 159) has been executed for all Agents, as defined
in 13 CFR § 103.1. If the certification is made by a legal entity (e.g. corporation, limited liability company), execution of the
certification must be in the legal entity’s name by a duly authorized officer or other entity representative; if by a partnership, execution
of the certification must be in the partnership’s name by a general partner.
Applicant must not sign this form until all required services and fee information is disclosed.
_________________________________________________ _____________________
Signature of Authorized Representative of Applicant Date
_________________________________________________ ________________________________________________
Print Name Title
SBA Form 159 (04-18) Previous Editions Obsolete Page 2 of 3
Fee Disclosure and Compensation Agreement OMB Control No. 3245-0201
For use with 7(a) and 504 Loan Programs Expiration Date: 08/31/2021
Agent’s Certifications: By signing this form, the undersigned Agent certifies that: (1) it has not and will not directly or indirectly
charge or receive any payment from the Applicant in connection with the application for or making of the SBA loan except for
services actually performed on the Applicant’s behalf and identified in this form; (2) the information provided in this form accurately
describes the types of services (s)he/it has provided to the Applicant or SBA Lender and the compensation described in this form is
the only compensation that has been charged to or received from the Applicant or SBA Lender or that will be charged to the
aforementioned parties for services covered by this form; (3) neither it nor any of the employees of its organization are currently
debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this transaction by any
Federal department or Agency; and (4) if SBA deems any portion or all of the fees charged in connection with the application for or
making of the loan to be unreasonable or prohibited, the Agent agrees to refund that amount to the Applicant. If the certification is
made by a legal entity (e.g. corporation, limited liability company), execution of the certification must be in the legal entity’s name by
a duly authorized officer or other entity representative; if by a partnership, execution of the certification must be in the
partnership’s name by a general partner.
_________________________________________________ _____________________
Signature of Authorized Representative of Agent Date
_________________________________________________ ________________________________________________
Print Name Title
SBA Lender’s Certifications: The undersigned SBA Lender certifies that: (1) the representations of services rendered and the
amounts charged as identified in this form are reasonable and satisfactory to it; (2) (s)he has no knowledge that any Agent, as defined
in 13 CFR § 103.1, was engaged by, represented, or worked on behalf of the Applicant other than as disclosed above or in another
executed compensation agreement (SBA Form 159); (3) any referral fees described above are the only referral fees paid by the SBA
Lender to a referral agent in connection with this loan and were not charged directly or indirectly to the Applicant; (4) if SBA deems
any portion or all of the fees charged in connection with the application for or making of the loan to be unreasonable or prohibited, the
SBA Lender agrees to refund that amount to the Applicant; (5) it has consulted the System for Awards Management’s (SAM)
Excluded Parties List System or any successor system to ensure that the Agent identified above is not debarred, suspended, proposed
for debarment, declared ineligible or voluntarily excluded from participation in this transaction by any Federal department or Agency;
and (6) any fee it has charged is not a standardized amount and all fees charged to the Applicant comply with SBA Loan Program
Requirements.
_________________________________________________ _____________________
Signature of Authorized Representative of SBA Lender Date
_________________________________________________ _________________________________________________
Print Name Title
Systems of Record Notification: Information obtained from this form is part of the Agency’s Privacy Act Systems of Records, Loan
Systems (“SOR 21”) and may become part of SBA’s System of Records for Suspension and Debarment Files (“SOR 36”). As such,
this form and the information contained therein may be used, disclosed, or referred for the following purposes, among other things:
• To the Federal, State, local or foreign agency or professional organization which investigates, prosecutes, or enforces violations
of statutes, rules, regulations, or orders, or which undertakes procurement of goods or services, when SBA determines that
disclosure will promote programmatic integrity or protect the public interest.
• To SBA employees, contractors, interns, volunteers, and other regulators or legal authorities for the review of Loan Agent fees
and activities and for the review of loans generated by Loan Agents (e.g. for performance and other trends).
• To GSA and the public for publication of Loan Agent suspensions, revocations, debarments, other enforcement actions, and
exclusions in the System Award’s Management’s (SAM) Excluded Parties List System (“EPLS”) or any successor system
consistent with Executive Order 12549 and other applicable law.
• To other regulators, SBA employees, contractors, interns, and/or volunteers for regulatory purposes.
• See 77 FR 61467 (October 9, 2012), 77 FR 15835 (March 16, 2012), 74 FR 14890 (April 1, 2009), and as amended from time-
to-time for additional routine uses.
PLEASE NOTE: The estimated burden for completion of this form is 5 minutes per response. You are not required to respond to this
information collection unless it displays a currently valid OMB approval number. Comments/questions on the burden estimate should
be sent to U.S. SBA, Chief, Administration Information Branch, Washington, D.C. 201416, and Desk Officer for SBA, OMB, New
Exec. Office Building, Room 10202, Washington, D.C. 20503. PLEASE DO NOT SEND FORMS TO THESE ADDRESSES.
SBA Form 159 (04-18) Previous Editions Obsolete Page 3 of 3
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